Last Updated: 5/11/2018
Welcome to the Convesio’s Terms of Service Agreement. Please read this Terms of Service Agreement carefully, as it contains important information regarding your legal rights and remedies. By registering an account at Convesio.com, you are agreeing to the Terms of Service as set forth herein. By accessing or using the Service, you signify your agreement to these Terms of Service. If you do not agree to be bound by these Terms of Service in their entirety, you may not access or use the Service.
This Terms of Service Agreement (“Agreement”) is entered into by and between Convesio, Inc., a Delaware corporation (“Company” or “Host”) and you (“Client”). This Agreement is made effective as of the date of your use of the Company’s website (“Site”), or the date of electronic acceptance, whichever is earlier (“Effective Date”). “Service” or “Hosting Service” refers to the Company’s services accessed via the Site. The terms “we,” “us,” and “our” refer to the Company, whereas “you” refers to you, as a user of our Site or our Service.
NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and payment of the fees contained herein, Company and Client hereby agree as follows:
- Hosting Services. Subject to the terms and conditions set forth herein, Company hereby agrees to provide (a) WordPress hosting and website management Services for website developers (“Developers”), including organizations that build websites for third parties (“Agencies”) and enterprise organizations (“Enterprise Organizations”), and (b) paid subscription-based hosting and website management subscription plans (e.g., Trial Accounts, Freelancer, Agency, Professional, Enterprise, or custom plans) for operators of live sites (“Subscribers”) (each, a “Subscription Plan”).
- Service Fee. Hosting Services shall be paid by valid payment method (acceptable to Host) at the time of purchase at the fee set forth on the Host’s website. Client hereby authorizes Host to automatically charge Client’s monthly or annual payments for the Hosting Services, depending on the plan selected by Client, to the payment method provided by Client at the time of purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) (“Service Fee”). Host may, in its sole discretion, suspend or terminate Hosting Services without notice if Client fails to provide payment for the new term. At the end of the contract term, the contract will automatically renew for the original contract length indefinitely until cancelled in writing or via email. Billing will stop at end of term during which the service is cancelled. Client agrees that all charges and fees associated with an account are their sole responsibility. The opening of multiple accounts or service plans in order to bypass any restrictions or overage charges set forth by Company is grounds for termination of all services
- Chargebacks. Any chargeback initiated by Client with the provider of a credit card or similar payment provider for charges billed by Host for Hosting Services may result in immediate and permanent disablement of Hosting Services.
- Fee Changes. Company expressly reserves the right to change the fees charged hereunder for the Hosting Services with advance notice to the Client. If Client does not agree to any such pricing change, it may cancel the Hosting Services any time, but no refund will be payable from any fees already paid.
- Acceptable Use
A. Prohibited Use. Client shall not use the Service to do any of the following: (i) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; (iv) upload, post, email, transmit or otherwise make available any Content that Client does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights (“Rights”) of any party; (vi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising or promotional materials, except in those areas (such as shopping) that are designated for such purpose; provided, however, in no event is junk mail, spam, chain letters, pyramid or Ponzi schemes, or the like allowed; (vii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (ix) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (x) intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law; or (xi) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
B. Adult Material. Use of the Hosting Service to upload, post, email, transmit or otherwise make available adult material is strictly prohibited. Adult material includes but is not limited to the following: (i) any site whose revenue is gained in part or whole from its adult content; (ii) photos or videos showing frontal nudity on either men or women for non-scientific or non-artistic purposes; (iii) hyperlinks to adult sites, including but not limited to sites who violate these policies; (iv) sites that have discussion boards and share information that is ‘adult’ in nature; or (v) sites that sell or promote ‘adult’ material, including but not limited to adult toys.
- File Sharing Applications. Use of the Hosting Service to upload, post, email, transmit or otherwise make available links or files that are related to or are provided through file sharing service is strictly prohibited.
- Company will exercise no control whatsoever over the content of the information passing through the network, provided that it adheres to all other conditions set forth herein.
- Company reserves the right to police its network to verify compliance with all agreed upon Terms, including the restrictions on use set forth herein. The Client agrees to cooperate in any reasonable investigations into their adherence to all agreed upon Terms. Failure to cooperate is grounds for immediate disablement of all accounts/service plans.
- Intellectual Property. Client warrants that it has the right to use the trademarks and copyrights applicable to all content and/or products being made available through the Client’s account. Client shall obtain any and all necessary consents and clearances to enable lawful use to be made of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of Client’s proposed domain name or content on Client’s website.
- Content and Material. Client will provide Company with material and data in a condition that is “server-ready”, which is in a form requiring no additional manipulation on the part of Company. Company shall make no effort to validate this information for content, correctness or usability. In the event that this material is not “server-ready”, Company may, at its option and at any time, reject this material, including but not limited to after it has been put on Company’s server. Company agrees to notify Client immediately of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of Company. If the Client fails to modify the material, as directed by Company, within a reasonable period of time, which shall be determined between the parties themselves, the contract shall be deemed to be terminated.
- Hardware, equipment, and software. The Client is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Hosting Service. Company makes no representations, warranties or assurances that the Client’s equipment will be compatible with the Company’s service.
- Representations and Warranties.
- Company represents and warrants that: (i) Company has the power and authority to enter into and perform its obligations under this Agreement; and (ii) Company’s Services under this Agreement shall be performed in a professional, workmanlike manner, consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SUBSECTION 7(a), COMPANY MAKES NO WARRANTIES HEREUNDER, AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Client expressly agrees that use of Company’s server is at Client’s sole risk. Neither Company, its employees, affiliates, agents, third party information providers, merchants, licensers or the like, warrant that Company’s server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Company’s server service, unless otherwise expressly stated in this contract.
- The materials appearing on Company’s website could include technical, typographical, or photographic errors. Company does not warrant that any of the materials on its website are accurate, complete, or current.
- Limitation on Liability.
- Company will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of Company is at the Client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. Company expressly limits its damages to the Client for any non-accessibility time or other downtime to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
- UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY, ITS OFFICES, AGENTS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING COMPANY’S SERVER SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE COMPANY SERVER SERVICE; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS OR SERVICES. CLIENT HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT ON COMPANY’S SERVER SERVICE. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY LOSS OF BUSINESS, CONTRACTS, PROFITS OR ANTICIPATED SAVINGS OR FOR ANY OTHER INDIRECT OR CONSEQUENTIAL OR ECONOMIC LOSS WHATSOEVER.
- Company has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Company of the site. Use of any such linked website is at the user’s own risk.
- In any event no claim shall be brought unless Client has notified Company of the claim within one year of its arising.
- Security. In the event Company determines that a security breach has compromised a Client’s account, Company agrees to notify the Client as soon as reasonably possible, but only after they have investigated the breach and fulfilled their legal obligations under applicable law. Client agrees to the same notification obligations should they determine that there has been a breach. Company reserves the right to disconnect any website or server deemed to present a security threat to Company’s clients, servers, or network.
- Taxes. Company shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client or Company’s hosting server. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.
- Beta Services. Certain aspects of the Services may be in beta form as designated by Company (“Beta Services”). In addition to the disclaimers of warranty set out in this Terms of Service, the Beta Services are provided on an as-is basis with the express understanding that they may not have been tested, have faults, and may not be as secure as other elements of the Services. Any SLA, indemnity, representation or warranty that Company provides herein does not apply to the Beta Services. Company reserves the right to terminate the Beta Services at any time, even if Client has relied on them as a material inducement to enter into this Terms of Service. Company makes no guarantee that Beta Services will be put into production.
- Modification to Terms of Service. This Terms of Service Agreement is subject to change by Company in its sole discretion at any time. When changes are made, Company will make a new copy of this Agreement available at its Site. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have created an account with us, we will also either send an e-mail to you at the last e-mail address you provided. Any changes to the Agreement will be effective immediately upon posting notice of such changes on the Site. The parties further agree that upgrades (e.g. moving up a service plan level), downgrades (e.g. moving down a service plan level), and additional services may be agreed via electronic communication that is acknowledged by authorized representatives for both parties. If one party fails to exercise, or delays exercising, any right, remedy or power set out in this Terms of Service, this shall not operate as a waiver of that right, remedy or power, whether under this Terms of Service or at law or equity.
- This Agreement may be terminated by either party, without cause, at any time, by giving the other party 14 days written notice. Company will accept termination by support ticket submitted on the Client dashboard. If Client has agreed to a monthly contract term, and there are more than 14 days remaining in the term on the date that Client gives notice to terminate, Client shall forfeit the fees paid for the remainder of that term. If there are less than 14 days remaining in the contract term on the date Client gives notice to terminate, then Client shall pay the fees for the following month on a pro rata basis based on the number of days it receives service. Any rights to terminate this Terms of Service shall be without prejudice to any other accrued rights set forth herein. Notwithstanding anything to the contrary set forth herein, , no refunds will be made in connection with termination of service..
- Company shall have the right to immediately terminate this Agreement upon written notice to the Client if any of the following events occur: (i) Client fails to make any payment when it becomes due; (ii) Client is in material breach of any of its obligations under this Agreement, (iii) A liquidator is appointed over the Client or any of its assets, (iv) Client enters or proposes to enter into any arrangements with its creditors, including voluntary arrangements, (v) Client passes a resolution for winding up (other than for the purpose of reconstruction), or a court makes an order to that effect.
- Indemnification. Client agrees to indemnify, defend, and hold harmless Company, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client content to be provided by Client hereunder or other material on the Site infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
- Transfer. Client may not transfer this Terms of Service Agreement without Company’s prior written consent.
- Force Majeure. Except for the payment of fees by Client, if the performance of any part of this Terms of Service Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
- Governing Law. This Terms of Service Agreement shall be governed by and construed in accordance with the laws of California and both parties hereby submit to the non-exclusive jurisdiction of these courts.
- Survival. All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.