WP Pro, Inc. (the "Company") agrees to provide, and the customer (the "Customer") agrees to purchase, the services requested by the Customer via the Company's website, email, or in writing. The Customer may request additional services through any of these methods and agrees to remit payment in advance for such services, regardless of whether they entail one-time charges or recurring monthly fees. However, for metered services, the Company shall invoice the Customer after the usage period, such as at the end of each month.
This Acceptable Use Policy applies to all persons and entities (collectively, "customers") using the products and services of the Company, including Internet service. The policy is designed to protect the security, integrity, reliability, and privacy of both the Company’s network and the products and services the Company offers to its customers. The Company reserves the right to modify this policy at any time, with such modifications becoming effective immediately upon posting. Your use of the Company’s products and services constitutes your acceptance of the Acceptable Use Policy in effect at the time of your use. You are solely responsible for any and all acts and omissions that occur during or relating to your use of the service, and you agree not to engage in any unacceptable use of the service.
Unacceptable use includes, but is not limited to, any of the following:
Any amendments or modifications to this Agreement shall be effective only if made in writing and duly executed by authorized representatives of both parties. Any deviations in pricing must also be documented in writing. Email confirmations, provided they are acknowledged by both parties, shall be considered sufficient.
The Company shall issue monthly invoices to the Customer for fees and expenses. Notwithstanding the foregoing, the Company reserves the right to invoice the Customer immediately for any fees and expenses incurred in connection with services provided pursuant to a Customer request. The Customer acknowledges that certain services, including but not limited to, Plans base fee, will be invoiced in advance. Payment for recurring monthly services shall be due immediately upon the invoice date, regardless of whether an invoice has been received. Invoices remaining unpaid fifteen (15) days after receipt shall incur a late fee of ten percent (10%), and the Company may, at its discretion, terminate services for non-payment after thirty (30) days. Expenses shall be included on an invoice only to the extent that the actual amount is known at the time of issuance; any expenses not known at the time may be included in subsequent invoices. Unless otherwise agreed in writing, the failure to include any earned or incurred fees or expenses on a given invoice shall not relieve the Customer of its obligation to pay such fees or expenses. The Customer’s obligation to pay fees or expenses shall survive the termination of this Agreement for any reason.
All payments to the Company are nonrefundable, except as provided under the 30-day money-back guarantee or for remaining funds on a prepayment for an annual term within ninety (90) days of sign-up. This policy includes one-time setup fees and subsequent charges irrespective of usage.
Customer agrees that the disk space allowances advertised represent the total storage included in the package price. Any storage usage exceeding the allowance will be billed at a rate of $2.00 per gigabyte.
Customer agrees that the bandwidth allowances advertised represent the total incoming and outgoing allowances. Any usage exceeding the allowance will be billed at a rate of $0.08 per gigabyte.
This Agreement shall commence upon the purchase date of the package and its availability to Customer and shall continue for one (1) month, renewing for successive one (1) month terms until terminated by either party with thirty (30) days prior written notice or upon the expiration or termination of all services set forth in the Statement of Work and all Work Orders. Annual subscriptions shall renew for successive one (1) year terms unless a change in the term length is made via the client portal at least seven (7) days prior to the renewal date. The Customer may switch from an annual contract to a month-to-month contract at any time; however, credit for any pre-paid annual fees is at the Company's discretion. Whether a credit or adjustment is possible can be viewed through the portal.
In the event that Customer commits a material breach of any obligations under this Agreement, the Company may terminate this Agreement, or, at its sole discretion, suspend, interrupt, or terminate specific services affected by such breach. Such action shall be taken by providing written notice to Customer, with termination becoming effective on the fifth (5th) calendar day following the date of such notice.
Unless otherwise agreed in writing, termination of this Agreement shall also terminate all services, Statements of Work, and cancel all Work Orders. Customer shall pay the Company all fees and expenses earned or incurred up to the termination date, less any prior payments. Additionally, all property belonging to each party in possession of the other shall be returned to its owner. In the event that one or more services are terminated prior to the expiration of the term, except in cases of material breach by the Company, the Customer shall remain obligated to pay for those services.
The Company warrants that the services shall be provided in a professional and workmanlike manner. In the event of a breach of this warranty, Customer’s exclusive remedy shall be for the Company to use commercially reasonable efforts to repair or replace the nonconforming services. For any services interrupted or rendered inoperable solely due to the Company’s breach of this warranty, Customer shall be entitled to a pro-rata refund of any fees attributable to the interrupted services, calculated by multiplying the monthly recurring fees by the ratio of the number of consecutive hours of inoperability to 720 hours (each month being deemed to have 720 hours). The Company shall not be liable for any interruption, restriction, inoperability, or malfunction not solely caused by its breach of the warranty. The Company reserves the right to suspend, interfere with, impair, or terminate services as necessary for maintenance, upgrades, or repairs, or in circumstances deemed necessary to prevent or remedy harm to the integrity or functionality of any services or facilities.
Notwithstanding any other provision of this Agreement, the aggregate liability of the Company and its affiliates for any losses or damages, whether direct or indirect, arising out of or in connection with the services, shall be limited to the greater of (i) One Thousand Dollars ($1,000), or (ii) the fees paid by Customer to the Company during the two (2) months preceding the month in which the liability arose. The Company shall not be liable for lost profits, consequential damages, cover damages, or any claims against Customer by third parties, even if advised of the possibility of such damages. No action arising out of this Agreement may be brought by Customer more than one (1) year after the cause of action arose. Without limiting the foregoing:
This Section shall survive the expiration or termination of this Agreement.
The Company and Customer acknowledge that proprietary and confidential information (collectively, "Proprietary Information") may be disclosed during the term of this Agreement. Each party agrees not to reverse engineer, decompile, disclose to third parties, or use such Proprietary Information for any purpose not required for performance under this Agreement, except as provided herein. The obligations regarding Proprietary Information shall survive the termination of this Agreement for three (3) years or as long as such information remains a trade secret under applicable law.
If either party is prevented from performing any obligations under this Agreement (excluding payment obligations) due to causes beyond its control, including labor disputes, civil commotion, war, governmental regulations, casualty, inability to obtain materials or services, or acts of God, such party shall be excused from performance for the duration of such delay.
Data Backup and Loss The Company provides extensive backup services for convenience; however, the responsibility for maintaining up-to-date backups of all website and database data rests solely with the Customer. The Company shall not be held liable for any loss of data stored on its servers. While the Company will make reasonable efforts to restore lost data, the Customer acknowledges that data loss can occur for various reasons, including but not limited to hardware failure, software bugs, or unauthorized access. Consequently, the Company strongly recommends that the Customer regularly back up their website and database data. In the event of data loss, the Company’s liability shall be limited to the efforts made to restore the lost data and shall not extend to any consequential damages or losses incurred by the Customer.
This Agreement and any disputes arising from it shall be governed by the substantive laws of the State of Texas. Venue for any legal actions shall be exclusively in the courts located in the State of Texas. Customer consents to the jurisdiction of these courts and waives any defense of lack of personal jurisdiction. Furthermore, the parties agree that any claims or disputes arising out of or related to this Agreement shall first be resolved through good faith negotiations and mediation before initiating legal action. If such negotiations and mediation do not resolve the dispute within sixty (60) days from the commencement of mediation, the parties may then proceed with legal action. The parties further agree that all disputes arising under this Agreement shall be conducted and resolved in the English language. In the event of any necessary translation of this Agreement or related documents, the English version shall govern.
All notices required under this Agreement shall be delivered in writing to the address provided herein and directed to the attention of the party executing the Agreement or their successor. Notices shall be deemed effective when received if sent by registered mail, certified mail, return receipt requested, overnight mail, facsimile transfer, or email (if acknowledged as received). The addresses for such notices may be changed by either party by providing written notice to the other party in accordance with this section.
Assignment Customer may not assign this Agreement, in whole or in part, without the prior written consent of the Company. Any attempted assignment without such consent shall be null and void. Any permitted assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, reflecting as closely as possible the original intent of the parties.
No waiver of any right or remedy under this Agreement shall be effective unless it is expressly stated in writing and signed by the party granting the waiver. Such a waiver shall be limited to the specific instance and purpose for which it is given and shall not be construed as a waiver of any subsequent breach or default of the same or any other provision. A waiver on one occasion shall not be deemed a waiver on any other occasion or of any other right or remedy. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce the provision or any other provision of this Agreement.
Amendment This Agreement shall not be modified by any course of dealing or trade usage. Any additional or varying terms in Customer’s preprinted forms, correspondence, or other documents shall be of no effect unless expressly agreed to in writing and signed by an authorized representative of the Company. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties to be effective.
Entire Agreement This Agreement, including all referenced or attached exhibits, schedules, attachments, and documents, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, negotiations, and representations, whether written or oral. Neither party shall be bound by any conditions, definitions, warranties, or representations other than those expressly stated in this Agreement. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement. Execution and delivery of this Agreement by facsimile or other electronic transmission shall be as effective as an original.
Customer agrees that the exclusive venue for any litigation arising out of or related to this Agreement shall be Harris County, Texas. All lawsuits shall be filed and adjudicated in this location. Customer further agrees that any judgments obtained may be domesticated and enforced in their local court of appropriate jurisdiction.
Payment of the first month’s fees by Customer shall constitute acceptance of this Agreement. This Agreement may be modified from time to time by the Company, and the then-current version shall be posted on the Company’s website.
If Customer does not agree to the new terms, Customer should cease utilizing the services at the next term. If Customer is terminated due to a violation of our terms of service, Customer agrees that they will not receive any partial refunds and that this shall be considered a reasonable estimate of liquidated damages and not a penalty.
