WP SUPER HOST TERMS OF SERVICE
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE ACCESSING, USING, OR PURCHASING ANY PRODUCT OR SERVICE THROUGH, ANY PART OF THE WEBSITE OR THE SERVICES.
The following are the terms and conditions for use of https://wpsuperhost.com, any affiliated sub-domains, and any affiliated websites on which these Terms are posted (the “Website”) and the related services. The Services are provided by WP Super Host and its affiliates (“WP Super Host,” or “us,” or “we”).
WP Super Host provides users with access to a collection of resources and services, including associated hosting and support services related to the development and management of your WordPress website as set forth or as described during the registration process (the “Services”). You may only use the Services in compliance with applicable law. You may not use the Services to infringe upon any right or terms of any third-party. You may not use the Services to gain unauthorized access to any computer or website. For more information, please read these Terms and the WP Super Host Acceptable Use Policy in detail.
- REGISTRATION, ELIGIBILITY FOR SERVICES, PAYMENT, AND INFORMATION SUBMISSION
Registration and Account. In order to utilize the Services, you may be required to register and create an account. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username and password. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You shall protect your password and take full responsibility for your own and third-party activities that occur under your account. If you create an account on behalf of an entity, these Terms bind both you and the entity. Except as expressly provided herein, you agree that WP Super Host is responsible only for providing the Services, and WP Super Host is not responsible for providing any services or performing any tasks not specifically agreed to between WP Super Host and you during the registration process.
Payment. Your access to the Services is conditioned upon your payment to WP Super Host of all applicable fees for your subscription. If you fail to make any of the required payments to WP Super Host, your access to the Services will be automatically revoked with notice to you. You agree to pay the applicable fees for the Service and to reimburse WP Super Host for all collection costs and interest at the maximum rate allowable by law. Unless otherwise stated, all fees are stated in U.S. Dollars. Prices are subject to change.
Your monthly or annual payments for the Services, depending on the plan selected by you, shall be automatically charged to the payment method provided by you at the time of purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) each month or annually, as applicable (”Services Fee”), and you hereby agree that WP Super Host is authorized to charge the payment method on file. WP Super Host may, at its sole discretion, suspend or terminate Services without notice if you fail to provide payment for the new term.
Maintenance or Support. You acknowledge and agree that WP Super Host is in the business of providing the Platform and licensing access, use, and operation of the Platform, which allows its customers to host their WordPress websites and receive associated support services, and that WP Super Host shall have the right to provide services to third parties that are the same or similar to the Services, and to use or otherwise exploit any WP Super Host Materials in providing such services. We will provide support to you through the standard means we make available to our customers (e.g. knowledge base, forums, chat, ticket). Authorized Users seeking support must have a basic understanding of the systems and technology related to the Services.
Information Submission and Age Restriction. By submitting any information, including any User Content as defined below, through the Services, you represent and warrant that you are 18 years of age or older, and, if under the age of majority in your state, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms and use the Services. WP Super Host does not intend to use the Services to collect any information from children under age 18. Pursuant to 47 U.S.C. § 230(d), you are notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. For information on providers of such services, contact your information technology professional.
Refusal of Service. WP Super Host reserves the right to terminate the account of, or refuse service to, any persons that violate these Terms, violate any party’s intellectual property rights, abuse other Website users, misuse the Website or its Services, or otherwise engage in inappropriate conduct, as determined by WP Super Host in its sole discretion.
Electronic Communications. By accepting these Terms and using the Services, you consent to receive electronically all communications or notices sent by WP Super Host with regard to the Services or these Terms to any email address you provide to WP Super Host. It is your responsibility to update your contact information provided to WP Super Host. In order to receive electronic communications, you must have a working connection to the internet and meet any specifications required by your email service provider. WP Super Host may send communications in a non-electronic format in WP Super Host’s discretion. The use of electronic facilities or agents shall be in accordance with procedures established by WP Super Host and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of Nebraska.
WP Super Host reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy governing the use of the Services, at any time, by posting the new terms on the Website. The most current version of these Terms will be located on this page. You understand and agree that your access to or use of the Services is governed by the then-current Terms that are effective at the time of your access to or use of the Services. If we make material changes to these Terms, we will notify you by updating the “Updated” date indicated at the top of this page with the date that revisions to these Terms were last made. We will not notify you of any such changes by email or other personal contact, although we reserve the right to do so. You should revisit these Terms on a regular basis as revised versions will be binding upon you. Any such modification will be effective upon our posting of such new Terms.
You understand and agree that your continued access to or use of the Services after the effective date of modifications to the Terms indicates your acceptance of the modifications.
- PROPRIETARY RIGHTS
All materials, including but not limited to the Platform, any computer software (in object code and source code form), data or information developed or provided by WP Super Host or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by WP Super Host or its suppliers to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “WP Super Host Materials”) shall remain the sole and exclusive property of WP Super Host or its licensors. To the extent, if any, that ownership of the WP Super Host Materials does not automatically vest in WP Super Host by virtue of this Agreement or otherwise, you hereby transfer and assign to WP Super Host all rights, title and interest which you may have in and to the WP Super Host Materials. You acknowledge and agree that WP Super Host is in the business of providing the Platform and licensing access, use, and operation of the Platform, which allows its customers to host their WordPress websites and receive associated support services, and that WP Super Host shall have the right to provide services to third parties that are the same or similar to the Services, and to use or otherwise exploit any WP Super Host Materials in providing such services.
- LICENSE; SUBSCRIPTIONS, AND REFUNDS
License. In order to use some of the Services’ features, you may require the use of certain intellectual property developed by WP Super Host, potentially including but not limited to software, computer code, certain business methods and practices, and other types of intellectual property (cumulatively, the “WP Super Host IP”). Subject to, and in accordance with, these Terms, WP Super Host hereby grants to you during the Term a non-exclusive, worldwide, limited license granting you access to WP Super Host’s software and proprietary technology (the “Platform”), which will allow you to (a) use and receive the WP Super Host Services, and (b) access the WP Super Host web portal for purposes of developing and managing your WordPress website as part of the WP Super Host Services. You acknowledge that the Platform and its structure, organization, and source code constitute valuable trade secrets of WP Super Host and its licensors. Except as expressly permitted by this Agreement, you agree that you shall not, and shall not permit any third party, to: (a) reproduce, modify, adapt, alter, translate, or create derivative works of the Platform; (b) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Platform to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform; (d) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Platform; or (e) otherwise use or copy the Platform except as expressly permitted under this Agreement.
Prohibitions. You must not do, or permit others to do, any of the following: (a) attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print any source code or object code or other runtime objects or files distributed with the Services; (b) otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Services; (c) rent, lease, distribute (or redistribute), provide or otherwise make available the Services, in any form, to any third party (including in any service bureau or similar environment); or (d) use, install, or make available the Website, in whole or in part, through a wide area network including but not limited to World Wide Web sites, intranets, or Application Service Providers (ASP); or (e) copy, distribute, modify, creative derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except that (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, (ii) you may store files that are automatically cached by your Web browser for display enhancement purposes, and (iii) you may print or download one copy of a reasonable number of pages of the Website for your own personal use and not for further reproduction, publication, or distribution; or (f) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. In addition, you will not violate or attempt to violate the security of WP Super Host’s networks or servers, including (x) access data not intended for you or log into a server or account which you are not authorized to access; (y) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
Free Trials. WP Super Host may offer free trial offers from time to time for the WP Super Host Services. The failure to cancel your free trial during the stated period will result in you being charged for the associated purchases beginning at the end of the trial period. For more details, please review the specific terms of the free trial offer. WP Super Host does not guarantee that any portion of the Services will always be available for free.
Subscriptions. WP Super Host may offer certain Services on a subscription basis. Under such a subscription, you will be charged for the subscription Services every period until you cancel your subscription. Please review the specific terms of your subscription for more information.
Refund Policy. WP Super Host does not guarantee refunds for lack of usage or dissatisfaction with the Services.
- ACCEPTABLE USE POLICY; COMPLIANCE AND PROHIBITED ACTIONS
Your use of the Services is governed by the WP Super Host Acceptable Use Policy, which is incorporated herein by this reference. Please review the Acceptable Use Policy in detail prior to using the Services.
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights or terms of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation. You may not use the Services for any fraudulent purposes. You may not use the Services to gain unauthorized access to any computer or website.
VII. DIGITAL MILLENNIUM COPYRIGHT ACT
WP Super Host respects the intellectual property rights of others and complies with safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify WP Super Host’s designated copyright agent in accordance with Title 17, United States Code, Section 512(c), by providing the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notifications of claimed infringement should be forwarded to WP Super Host’s designated agent as follows:
Rembolt Ludtke LLP
1128 Lincoln Mall, Suite 300
Lincoln, Nebraska 68508
Telephone: (402) 475-5100
The full legal name and physical address of the service provider is as follows:
WP Super Host
440 N 8th St
Lincoln, NE 68508
Alternate names the public may be likely to use to search for our business include: WP Super Host, Sprious, and wpsuperhost.com.
After receiving a valid DMCA notification of claimed infringement, we will process and investigate the claim and will take appropriate actions under the DMCA, including expeditiously removing or disabling access to any material claimed to be infringing or claimed to be the subject of infringing activity. We will take reasonable steps promptly to notify the user who submitted the material that we have removed or disabled access to such material.
Counter-Notification. If you posted or submitted material to WP Super Host which WP Super Host removed or disabled access to pursuant to a DMCA notification of claimed infringement, and you believe your material is not infringing and the material was removed or disabled as a result of a mistake or misidentification, you may send a counter-notification containing the following information in writing to WP Super Host’s designated agent listed above:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which WP Super Host may be found, and that you will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.
If a valid counter-notification is received by our designated agent, we will send a copy of the counter-notification to the original complaining party informing that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Unless our designated agent first receives notice from the original complaining party that such party has filed an action seeking a court order to restrain the alleged infringement, we will replace or restore access to the material in ten (10) to fourteen (14) business days after our designated agent’s receipt of the counter-notification, at our sole discretion.
WP Super Host reserves the right, in its sole discretion, to terminate accounts for users that are repeat copyright infringers.
VIII. THIRD-PARTY SERVICES
The Services may use or provide access to one or more third-parties to process payments, process account or user registrations, fulfill orders, or provide other services. Except as expressly permitted by this Agreement, you agree that you shall not, and shall not permit any third party, to: (a) reproduce, modify, adapt, alter, translate, or create derivative works of the Platform; (b) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Platform to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform; (d) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Platform; or (e) otherwise use or copy the Platform except as expressly permitted under this Agreement.
Any disputes arising regarding a third-party’s services must be resolved directly between user and the third-party. WP Super Host disclaims all warranties or representations regarding any third-party services. WP Super Host, in its sole discretion, and without notice to you or any user, may subcontract any Services to be performed by a third-party.
- USER-GENERATED/THIRD-PARTY CONTENT
Overview. The Services may, from time to time, allow users and third-parties to upload, post, or otherwise transmit user-generated content, including, but not limited to, photos, videos, reviews, and other forms of data or communications (“User Content”).
User Obligations and License; Intellectual Property. You alone own and are solely responsible for all User Content you post, upload, or otherwise transmit (collectively “Post”) through the Services and once Posted, it cannot always be withdrawn. You agree not to Post through the Services any User Content which is false, defamatory, infringes upon another party’s intellectual property, or is otherwise illegal. By Posting User Content on the Services, you represent and warrant that: (1) you own or control all rights in and to the User Content, (2) all of your User Content does and will comply with these Terms and with WP Super Host’s Acceptable Use Policy, and (3) that User Content is truthful and accurate.
You assume all risks associated with your Posted User Content on the Services, including anyone’s reliance on its quality or reliability. By Posting User Content you may expose yourself to liability if, for example, your Posted User Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Testimonials. If you Post or otherwise transmit to WP Super Host a testimonial statement describing your results using any service or product, you grant, and warrant and represent that you have the right to grant, WP Super Host a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, assignable, sublicensable, transferable license to use, copy, perform, display, and distribute the testimonial statement for any purpose, including posting on the Services or using in any WP Super Host advertising materials.
By Posting or sending any testimonials of your results, you represent that the testimonial statement is true, that you used the service or product as directed (if applicable), and that the testimonial accurately depicts your experience using the service or product.
If you no longer wish WP Super Host to use your written testimonial statement, please contact us. If we do not hear from you, we will assume you still stand behind your testimonial statement.
If you received any kind of compensation, whether monetary, in the form of a free service or product, or otherwise, you must notify us of this fact when posting or sending your testimonial.
Communications Decency Act. As provided in 47 U.S.C. § 230(c)(1), WP Super Host is only a distributer, and not the publisher or speaker, of any User Content. As such, WP Super Host cannot be held liable for making available any User Content which may be false or inaccurate. Any information or opinions contained in the User Content made available through the services are those of their respective authors alone. WP Super Host does not guarantee the accuracy, completeness, or truthfulness of any User Content. Under no circumstances will WP Super Host be responsible for any loss or damage resulting from any person’s reliance on any User Content.
Reservation of Rights. Subject to Section VII above regarding the DMCA, WP Super Host reserves the right to remove or not remove any User Content from the Services for any reason or no reason at all, in WP Super Host’s sole discretion. This reservation includes the exclusive right to decide whether to publish, withdraw, postpone, or alter any User Content. WP Super Host reserves the right, but does not undertake any affirmative obligation, to screen, monitor, or filter User Content. WP Super Host has the right to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, to take appropriate legal action with respect to User Content (including, without limitation, referral to law enforcement for any illegal or unauthorized use of the Services), and to terminate or suspend your access to all or part of the Website for any violation of these Terms or WP Super Host’s Acceptable Use Policy.
Information Storage and Access. Subject to applicable law, WP Super Host reserves the right, in its sole discretion, to determine whether and how long to store User Content and user data. WP Super Host will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Services or WP Super Host’s servers.
Suggestions. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against WP Super Host and its users any claims and assertions of any rights, whether intellectual property rights or otherwise, contained in such Feedback.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
WP Super Host provides a number of tools and services related to the development and management of your WordPress website. Your use of the Services is at your own risk.
The disclaimers contained in these Terms apply with equal force to the Services as well as to other services or products provided to any user through the Services. WP Super Host does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Services will be accurate, (ii) the Services will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Services or the server that makes them available, are free of viruses or other harmful component, or (v) the use or the results of the use of the Services will be correct, accurate, timely, or otherwise reliable.
It is expressly understood by all users that the Services may from time to time be inaccessible, inoperable, or may not provide all features as a result of multiple factors which may or may not be within WP Super Host’s control. These factors may include, but are not limited to, variables in internet, telecommunications, data, cellular or satellite services provided by your wireless carrier to your mobile device, geographic limitations, poor wireless signal strength, periodic maintenance to the Services, malfunctions in the Services, limitations due to your particular mobile device, or any other reason which may prevent the Services from being accessible at all times. WP Super Host disclaims any liability as a result of any user’s inability to access or use the Services at a particular time, location, on a particular device, or using a particular wireless provider.
Further, WP Super Host expressly disclaims any representation or warranty relating to any products, services, or companies displayed, described, advertised, sold, reviewed, recommended, linked to, or pictured on the Services. WP Super Host does not necessarily endorse any such products, services, or companies and does not warrant that any such products, services, or companies are available, will meet the user’s needs, are appropriate for any particular use, or are of any certain quality. Likewise, WP Super Host does not guarantee that any product, service, or company descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will WP Super Host be responsible for any loss or damage resulting from any person’s reliance on any such product, service, or company descriptions, reviews, or specifications contained on the Services.
You represent and warrant that your use of the Services complies with the Acceptable Use Policy, and that you will use the Services in accordance with that Policy.
YOUR USE OF THE SERVICES, AND ANY DATA OR OTHER PRODUCTS OBTAINED THROUGH THE SERVICES, IS AT YOUR OWN RISK. THE SERVICES AND ALL DATA AND PRODUCTS PROVIDED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY WP Super Host EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES OR DATA OR PRODUCTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WP Super Host DOES NOT WARRANT THAT THESE SERVICES OR ANY DATA OR PRODUCTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR DATA, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, DATA, OR PRODUCTS PROVIDED THROUGH THE SERVICES. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
- LIMITATIONS OF LIABILITY; LIMITATIONS PERIOD; DAMAGES
WP Super Host WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, (D) BODILY DAMAGE OR EMOTIONAL DISTRESS, (E) PROPERTY DAMAGE, OR (F) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WP Super Host HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, WP Super Host’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID BY YOU FOR THE WP Super Host PRODUCTS OR SERVICES DURING THE PREVIOUS SIX (6) MONTHS, OR (2) ONE HUNDRED AND 00/100 DOLLARS ($100.00). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.
Limitations Period. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You agree to indemnify, hold harmless, and defend WP Super Host, its directors, members, employees, agents, or affiliates (collectively the “Indemnified Parties”) at your expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties arising out of or relating to (i) your breach of any term or condition of these Terms, (ii) your use of the Services or your purchase, access to, use, or distribution of any data, products, or services sold through the Services, (iii) your unauthorized use of the Services, or (iv) your Posting of User Content. In such a case, the Indemnified Party or Parties will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. The Indemnified Party or Parties will reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
XIII. HOSTING LIMITATIONS.
You agree that you will not exceed the bandwidth or storage space limits applicable to the purchased WP Super Host Services. In the event that your WordPress Website exceeds the limits included in the WP Super Host Services, or should you request or require increased limits, WP Super Host will automatically bill you for any such upgrade in the level of WP Super Host Services, or the additional incremental storage required by your use to be included in the WP Super Host Services, on a time and materials basis and in accordance with the fee schedule set forth in the plan that includes the appropriate storage amounts.
You agree that WP Super Host may, under certain circumstances, without prior notice, immediately terminate your WP Super Host account, any associated email address, and access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations or purported breaches or violations of the Terms of Service or the Acceptable Use Policy, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Services. Further, you agree that all terminations for cause shall be made in WP Super Host’s sole discretion and that WP Super Host shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services.
Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other party which is acquiesced in and not dismissed within thirty (30) days, or results in an adjudication of bankruptcy, or the other party materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of notice specifying the breach, except that the cure period for failures of payment obligations shall be ten (10) days.
By providing any personal or non-personal information to WP Super Host through the Services, or by using the Services, subject to applicable law, you automatically grant, and warrant and represent that you have the right to grant, WP Super Host a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, assignable, sublicensable, transferable license to collect, store, use, reproduce, disclose, transfer, and disseminate your collected personal and non-personal information in order to provide the services contemplated under these Terms, to manage your account, to send you communications, or for any other lawful purpose in WP Super Host’s sole discretion.
You also understand and agree that the Service may include certain communications from WP Super Host, such as service announcements, administrative messages, and that these communications are considered part of WP Super Host membership and you will not be able to opt out of receiving them.
XVI. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.
The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you are located in a Sanctioned Country or are listed as an SDN, you are prohibited from registering or signing up with, subscribing to, or using the Services. If WP Super Host determines that the Services are being used by prohibited persons, WP Super Host will terminate any impacted accounts. WP Super Host reserves the right to also provide notification of any such usage to the US DOT/OFAC.
XVII. PROHIBITION ON CLASS ACTIONS AND WAIVER OF JURY TRIAL
Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class actions and class arbitrations are prohibited. Additionally, each party hereby waives any right to a jury trial. Both parties also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
XIX. MODIFICATION OF THE WEBSITE AND SERVICES
WP Super Host reserves the right, in its sole discretion and without notice, to withdraw or amend this Website or any of the Services or material provided by WP Super Host on or through the Website. From time to time, WP Super Host may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
- COOPERATION WITH AUTHORITIES
We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services or anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS WP SUPER HOST AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Severability. If any provision of these Terms is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded.
Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Nebraska, USA, without regard to the principles of conflicts of law. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nebraska, in each case located in the City of Lincoln and County of Lancaster, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Waiver and Severability of Terms. The failure of the party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and to construe such provision to the maximum extent permitted by law so as to render that provision valid and enforceable, and the other provisions of the Terms remain in full force and effect.
No Partnership. Purchase products or services from WP Super Host does not result in any legal partnership between you and WP Super Host. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party and this Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership, franchise or employee relationship between the Parties.
Contact Information. All communications relating to these Terms should be directed to firstname.lastname@example.org, other than communications pursuant to the Digital Millennium Copyright Act as set forth in Section VII, which should be directed as provided therein.
WP Super Host
This Services Agreement (this “Agreement”) is made by and between the undersigned (“Customer”) and Sprious, LLC, a Nebraska limited liability company dba “WP Super Host”. Customer and WP Super Host may be referred to herein as a “Party” or collectively as the “Parties”.
1.1. Customer wishes to procure the following services from WP Super Host as set forth or as described during the registration process (the “Services”) pursuant to the terms and conditions of this Agreement. WP Super Host agrees to provide the Necessary Services (defined herein) with allowances for Downtime as set forth in Section 3.
1.2. “Necessary Services” means the portions of the Services that must be operational in order
for any Client Website hosted on our platform to be accessible over Hypertext Transfer Protocol (HTTP). The Necessary Services do not include any systems, websites, or services external to WP Super Host, our control panel, our support system, our website, SSH / SFTP/ phpMyAdmin access, or any other part of the Services which is not strictly necessary in order for Client Websites to remain accessible.
1.3. “Downtime” means any period of time in which the Necessary Services are unavailable to the Client.
1.4 Subject to WP Super Host’s Terms of Service and Acceptable Use Policy, Customer may use the Services in any way by its sole discretion, including for purposes relating to its business operation.
- Service Fee. In consideration of the provision of the Services and the rights granted to Customer under this Agreement, Customer agrees to pay WP Super Host the fee set forth at the time of registration and/or purchase (the “Fee”). The Fee shall be payable upfront and WP Super Host will not commence delivery of the Services until it has confirmed receipt of the Fee.
- Warranties. WP Super Host disclaims any warranty that the Services will allow access to specific websites and warrants only that the Services facilitate “General Internet Access”, which is defined for purposes of this Agreement as the ability to connect to the internet using the Services and visit a variety of websites. The Services’ incompatibility with, or inability to access, any specific website will not alone determine whether the Services provide General Internet Access. THE FOREGOING IS THE ONLY WARRANTY GIVEN BY WP Super Host RELATIVE TO THE SERVICES.
- Uptime Guarantee & Service Level Credits.
4.1. WP Super Host agrees to provide the Necessary Services to Customer with the Uptime Guarantee as determined pursuant to Section 4.3. In the event that WP Super Host fails to meet the Uptime Guarantee, Customer shall receive SLA Credits as further determined herein. For the purposes of this Agreement, the “SLA Credit” shall be in the amount of five percent (5%) of the monthly fee for the affected service. For every additional one (1) hour during the calendar month that Service Availability is unavailable, you will be eligible for an additional Service Credit in the amount of five percent (5%) of the monthly service fee for the affected service, up to 50% of the monthly service fee.
Credit requests and Payment.
To request a credit, send email to email@example.com within ten (10) business days of the end of the calendar month in which the failure occurred. You must include either your WP Superhost username or registered email address, and dates and times of unavailability. If we conﬁrm that you are owed Service Credits, we will issue a credit to your account within ten (10) business days. Credits may only be used against future billing charges. The Service Credits shall be your sole and exclusive remedy for any failure of the WP Super Host service to operate in accordance with the SLAs.
4.2. “Covered Downtime” means the total duration in minutes of Downtime occurring during a Monthly Billing Period. For illustrative purposes only: If five Client Websites are hosted on a single Client Account and only one of those Client Websites experiences 60 minutes of Downtime, that shall be counted as 60 minutes of Covered Downtime. If all five Client Websites experience 60 minutes of Downtime concurrently at the same time, that is counted as 60 minutes of Covered Downtime (not 300 minutes). If one Client Website experiences 60 minutes of Downtime on Day 1, and then another Client Website experiences 15 minutes of Downtime on Day 2, then that is counted as 75 minutes of Covered Downtime.
4.3. In order to determine whether our Uptime Guarantee has been met, Covered Downtime shall be compared to the amount of time in a normal 30-day period (43,200 minutes). If Covered Downtime exceeds 43 minutes (0.1% of the amount of time in a normal 30-day period) it shall be determined that the Uptime Guarantee was not met.
For example purposes only:
If the Covered Downtime is 59 minutes, you will not receive any SLA Credit.
- If the Covered Downtime is a full hour (60 minutes), then you will receive SLA Credit equal to 5% of your Monthly Plan Value on your next invoice.
- If the Covered Downtime is 119 minutes, you will receive SLA Credit equal to 5% of your Monthly Plan Value on your next invoice.
- If the Covered Downtime is 2 full hours (120 minutes), then you will receive SLA Credit equal to 10% of your Monthly Plan Value on your next invoice.
If you switch hosting plans during the Monthly Billing Period, your Monthly Plan Value shall be calculated based on the amount of time spent on each plan during the Monthly Billing Period. For example, in a Monthly Billing Period consisting of 30 days, if you spent 10 days on a plan costing $30 per month and 20 days on a plan costing $60 per month, the Monthly Plan Value would be $50 ( [$30 / 30 x 10] + [$60 / 30 x 20] ) and SLA credits would be issued based on the adjusted Monthly Plan Value of $50.
4.4. In order to receive SLA Credits you must submit a request for SLA Credits by contacting our Customer Service team no later than the end of Monthly Billing Period which follows the Monthly Billing Period in which we fail to meet our Uptime Guarantee. SLA Credits shall be added to your Account and applied to future invoices. SLA Credits will not exceed the Monthly Plan Value for the month in which we failed to meet our Uptime Guarantee and will not be paid in cash. If you terminate your Account or Agreement before the SLA Credit is applied, you will not receive the SLA Credit.
4.5. Downtime caused by any of the following circumstances, as determined at our sole discretion, shall not be included in the Covered Downtime and shall not be eligible for SLA Credit:
Any maintenance performed during the Maintenance Period;
- Emergency maintenance performed at any time;
- Scheduled outages;
- Force majeure events, including but not limited to, acts of nature (fire, flood, earthquake, storm, or other natural disaster), acts of war (invasion, hostilities, rebellion, revolution, insurrection, terrorist activities, and other hostile activities), actions taken by governments (sanction, blockage, embargo, and other governmental action), labor disputes (strike, lockout, or any similar dispute), failure of power sources, outages caused by external service providers, and any other event which we cannot reasonably anticipate, prevent, control, or avoid;
- Traffic reaching a Client Website that exceeds the capabilities of the Client Website, the Client’s hosting plan, or the Services;
- Client breach of the Terms of Service or any other policies, terms, or agreements applicable to Client;
- Client machine access problems;
- Client authored code; and
- Changes to the Services by parties other than WP Super Host.
4.6. In order to mitigate the risk of denial of service attacks and spamming, WP Super Host utilizes a security monitoring service to monitor for unusual traffic spikes. In the event we suspect inappropriate activities, we may take steps to decrease the amount of bandwidth allocated for an account until the issue is resolved, and we may reach out to the customer to validate activity.
- Term; Termination. This Agreement shall have the term set forth at the time of registration and/or purchase months (the “Term”), unless terminated by the Party according to the terms of this Agreement. The Term shall commence on the date that WP Super Host first provides the Services to Customer according to the Agreement. Either Party may terminate this agreement by providing 30 days prior written notice of termination to the other Party. If either Party breaches its obligations under this Agreement, the non-breaching Party shall give the breaching party written notice of such breach and the opportunity to cure such breach for a period of fifteen (15) days after delivery of the notice of breach with respect to a monetary breach or thirty (30) business days after delivery of the notice of breach with respect to a non-monetary breach. Notwithstanding the foregoing, a Party may terminate this Agreement with immediate effect on written notice to the other Party if the other Party becomes insolvent, dissolves, liquidates, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization,or assignment for the benefit of creditors. Additionally, WP Super Host may terminate this Agreement with immediate effect if Customer is found to be in violation of WP Super Host’s Terms of Service or Acceptable Use Policy The expiration or termination of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation that has already accrued hereunder.
- Confidentiality. Parties agree to hold all information provided by the other Party, in either written or any electronic format, including, but not limited to, specifications, reports, requests for quotation or proposals, customer information or the like if such information is (a) designated in writing to be confidential or proprietary, or (b) if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or (c) which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary (such information, “Confidential Information”) in the strictest confidence. No dissemination of any Confidential Information is permitted without the explicit consent of the other Party. The recipient shall (i) disclose the Confidential Information of the disclosing Party only to those employees and contractors of the recipient whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential and proprietary status of such Confidential Information; and (ii) use such Confidential Information only for the purposes set forth in this Agreement. The recipient will use at least the same care to prevent the disclosure or unauthorized use of Confidential Information of the disclosing Party as it uses with respect to its own highly valuable confidential and proprietary information, and in no event less than the care a reasonable person would use under similar circumstances. Notwithstanding the above, the obligations under this Section 7 relating to Confidential Information shall not apply to information which (A) is known to the recipient at the time of disclosure as evidenced by written contemporaneous records, (B) has become publicly known and made generally available through no wrongful act of the recipient, or (C) has been rightfully received by the recipient from a third party authorized to make such disclosure.
- Entire Agreement; Amendment. This Agreement and any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and discussions with respect thereto. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both Parties hereto. In case of conflict between WP Super Host’s Terms of Service or Acceptable Use Policy and this Agreement, this Agreement shall prevail.
- Assignment. Neither Party may assign any of its rights or obligations under the Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
- Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such invalid or unenforceable provision had never been a part of this Agreement.
- Waiver and Severability of Terms. The failure of the Party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or rend unenforceable such term or provision in any other jurisdiction. Terms or provisions deemed invalid, illegal, or unenforceable shall be reformed to effectuate the intent of the parties to the maximum extent permitted by applicable law.
- Counterparts. This Agreement may be executed in counterparts and by electronic means and a full set of such counterparts shall represent a fully executed version of this Agreement.
- Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Nebraska, USA, without regard to the principles of conflicts of law. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nebraska, in each case located in the City of Lincoln and County of Lancaster, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Notices. All notices under this Agreement shall be in writing and will be deemed to have been duly given: if personally delivered – when received; if transmitted by facsimile or e-mail- when receipt is electronically confirmed.
- Limitation on Liability. IN NO EVENT WILL WP SUPER HOST BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER WP SUPER HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WP SUPER HOST’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO WP SUPER HOST PURSUANT TO THIS AGREEMENT.
- Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement, including without limitation Section 6, Section 7, Section 10, Section 12, and Section 14.