These terms of service (hereinafter referred to as “Terms”) are a legal agreement between you, either an individual or a single legal entity (hereinafter referred to as “You” or “you”), and Idealocity, Inc., which provides the WP-MONITOR WordPress Maintenance Plans (hereinafter referred to as “Services”) found on the Idealocity.com and WP-MONITOR.com websites (hereinafter referred to as “Sites”), and the client software distributed with this Agreement and any other software provided by, including any WordPress plugins, updates and any accompanying written documentation (hereinafter referred to as “Software”). These Terms govern your use of the Services and Software provided by Idealocity. By checking the “I Agree to The Terms of Service” checkbox or similar checkbox, or using any of our services, you agree to these Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Services. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.
1. Subscription & Fees
You must register with one of the Sites to use the Services, and you agree to keep your registration information accurate, complete and up-to-date as long as you continue to use the Services. Idealocity sometimes offers a trial plan with limited functionality (hereinafter referred to as “Trial Plan”), and offers various monthly-fee plans (hereinafter referred to as “Paid Plans”).
If you sign-up for one of our Paid Plans, you agree to pay the monthly subscription and any variable usage-based fees, if any, for the account type you have selected and agree to any applicable restrictions and quotas. If you exceed any quota allocated to your account, you agree that Idealocity may upgrade you to another type of account with a higher quota or may restrict your usage if you fail to upgrade. If you use PayPal or a credit card for payment, you authorize Idealocity to automatically renew your monthly subscription and charge the then-current renewal fees to the PayPal account or credit card associated with your account. You may cancel your subscription prior to the next billing date to avoid future charges. Service will continue until the end of the current billing period, but no Service fees will be refunded for the current billing period.
If you have signed up for a Paid Plan, any discounts agreed upon with your order will be honored throughout the period specified by your plan. If the account owner fails to pay for services within five days of the payment due date or discontinues a Paid Plan, any and all discounts applied to the user’s account in past payments will not be applied to future payments.
Prices of all subscriptions and products, including but not limited to monthly subscription plan fees, are subject to change upon 30 days notice from us.
We reserve the right to refuse Services or cancel your subscription and revoke your membership access with a prorated refund for any reason we deem appropriate. You may not resell, share, or publish subscription credentials or access.
2. Cancellations and Refunds
If you cancel your plan after 30 days, you will continue to receive the services provided by your plan until the end of your current monthly billing cycle. If you cancel your plan within the first 30 days and you want to receive a refund, all you need to do is send an email requesting the refund to our support team and we will refund you (with no questions asked) the payment that you made when you signed up. Idealocity will issue all other refunds on a case-by-case basis. If you request a refund before the end of your subscription (not within the first 30 days) due to Idealocity’s failure to provide any of the Services of your selected Paid Plan, a prorated refund may be issued based upon the number of unused days of service that the Services were used for that monthly period. Refunds will not be issued for Services already provided. For annual subscriptions, refunds are prorated based upon the number of unused months of the Services. If your Paid Plan is in violation of these Terms, refunds will not be issued. We are so confident that you will love our service and support so much that we offer this money back guarantee.
3. Passwords & Security
You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. You must notify Idealocity immediately of any unauthorized use of your accounts or any other security breach related to the Services. If Idealocity determines that a security breach has occurred or is likely to occur, Idealocity may suspend your accounts and require you to change your usernames and passwords.
5. Use of our Services and Software
Subject to these Terms, Idealocity grants you a limited, non-exclusive, non-transferable and revocable license to access the Site and use of the Services and Software. You acknowledge that certain third party code may be provided with the Software and that the license terms accompanying that code will govern its use.
You acknowledge that Idealocity or third parties own all right, title and interest in and to the Services and Software, including all intellectual property rights. Except for the license granted in these Terms, Idealocity and its licensors retain all rights to the Services and Software, and no implied licenses are granted to you.
You specifically agree that you will not, nor will you permit another person to:
- sublicense, lease, rent, loan, transfer or distribute any portion of the Software unless given written permission by Idealocity;
- modify, adapt, translate or create derivative works from the Software unless given written permission by Idealocity;
- decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software unless given written permission by Idealocity; or
- remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Sites.
6. Compliance with Laws & Acceptable Use
You are solely responsible for your conduct related to the Services and Software. You specifically agree that you will not use the Software or Services to:
- violate any laws or regulations;
- infringe the intellectual property or other rights of third parties;
- transmit any material that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.
7. Intellectual Property Protection
Idealocity respects the intellectual property of others and requires that users of the Services and Software do the same. When you use our Services, you may not upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. If you are found to be in violation of intellectual property, Idealocity will terminate your accounts.
This indemnity obligation will survive the termination or expiration of your account and these Terms. You agree to defend, indemnify, and hold Idealocity, its suppliers, resellers, partners and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, made by any third party due to your use of the Services, your connection to the Services or Software, your violation of the Terms, or your violation of any rights of another
9. Changes to The Service & Terms
Idealocity reserves the right at any time to modify, suspend, or discontinue providing the Services, in whole or in part, without notice. While not obligated to do so, Idealocity will use commercially reasonable efforts to notify you of any such action by sending you an e-mail, an in-client message or by posting relevant information on the Sites. Idealocity reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Sites. All material modifications will apply prospectively only. Your continued use of any Services following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Services immediately.
10. Term & Termination
These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services. You may terminate your account at any time, for any reason, by following the instructions on the Sites and discontinuing use of the Services. If you have a Free Plan, Idealocity may terminate your account and these Terms immediately and without notice if your computer fails to access the Services for more than thirty (30) days or you fail to comply with these Terms. If you have a Paid Plan, Idealocity may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices after seven days when due, or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access and restore your backup data. Also, upon termination under these Terms, you specifically agree that Idealocity has no obligation to provide you or anyone else with a copy of your backup data and that Idealocity may automatically purge your backup data from any systems used by Idealocity to backup your data.
11. Disclaimer of Warranties
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IDEALOCITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, IDEALOCITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
12. Limitation of Liability
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT IDEALOCITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR IN ANY WAY RELATING TO THE SERVICES. IF YOU HAVE A PAID PLAN, YOU AGREE THAT THE AGGREGATE LIABILITY OF IDEALOCITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE SERVICES IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING A (1) YEAR PERIOD BEFORE THE RELEVANT CLAIM. IF YOU HAVE A TRIAL PLAN, YOU AGREE THAT THE AGGREGATE LIABILITY OF IDEALOCITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE SERVICES IS LIMITED TO TEN US DOLLARS ($10). YOU SPECIFICALLY AGREE THAT THE DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND IDEALOCITY.
You acknowledge that use of the Services and Software may be subject to the export and import laws of the United States and other countries. You agree to comply with all export and import laws and regulations. In particular, you acknowledge that the Software may not be exported or re-exported to any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services and Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Services and Software for any purposes prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. These Terms and the relationship between you and Idealocity will be governed by the laws of Florida, USA, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Florida, USA to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that Idealocity may file an action in any jurisdiction to protect or enforce its rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. These Terms constitute the entire agreement between you and Idealocity and completely replace any prior agreements between you and Idealocity in relation to the Services and Software. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The failure of Idealocity to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement. You agree that any claim or cause of action related to these Terms or the use of the Services and Software must be filed within one (1) year after the cause of action arose or be forever barred. You may not assign or transfer any of your rights or obligations under these Terms to a third party without the prior written consent of Idealocity. Idealocity may freely assign this Agreement to a third-party in the future.