These terms of service (“Terms”) are a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and WP-Chat online services. These Terms govern your use of any WP-Chat online services (“Services”), the WP-Chat website (“Site”), the client software distributed with this Agreement and any other software provided by WP-Chat, including any updates and any accompanying written documentation (“Software”). Collectively, the Software, the Site and the Services may be referred to as the “Products.” By clicking the “I AGREE” or similar button, or using any Products, you agree to these Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products. 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.
Description of the service
WP-Chat is a websites managing console/dashboard, to virtual management any number of websites, web shops and other types of sites including management, monitoring, backup, deployment, content publishing, statistics, analytics and security tools, such as firewall, antivirus and fraud prevention.
Account & Fees
To use the WP-Chat services you must be registered at WP-Chat and agree to keep your registration information accurate, complete and up-to-date as long as you continue use the WP-Chat services. WP-Chat currently offers a free access with limited functionality (“Free Account”).
If you want to use a Paid WP-Chat services, you agree to load a sufficient amount for the usage of WP-Chat services. You are agree for the usage-based fees, if any at WP-Chat services, and agree to any applicable restrictions. WP-Chat service fees are not refundable.
Any User-Account-Credits that have been applied to your account will remain in effect for as long as you maintain a Paid services that remains in good standing with WP-Chat services and does not violate these Terms. If the account owner fails to pay for Paid services or the payment was discontinued, any and all User-Account-Credits will be applied to the user’s account forfeits. The Paid services will be discontinued for the account owner and their users. Your account (“free” or “paid”) hasn’t time limitations.
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-users and any sub-accounts. You must notify WP-Chat immediately of any unauthorized use of your accounts or any other security breach related to the WP-Chat Service. If WP-Chat determines that a security breach has occurred or is likely to occur, WP-Chat may suspend your accounts and require you to change your user names and passwords.
Use of Services & Software
Subject to these Terms, WP-Chat grants you a free limited, non-exclusive, non-transferable and revocable license to access and use the Services of WP-Chat. 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 WP-Chat or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in these Terms, WP-Chat and its licensors retain all rights in the Products, 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 Products unless given permission by WP-Chat;
- modify, adapt, translate or create derivative works from the Products unless given permission by WP-Chat;
- decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products unless given permission by WP-Chat; or
- remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Site.
except that permitted within the WP-Chat online services.
Compliance with Laws & Acceptable Use
You are solely responsible for your conduct related to the Service and any backup data you store on the Service. You specifically agree that you will not use the Products 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.
Intellectual Property Protection
WP-Chat respects the intellectual property of others and requires that users of the Service do the same. When you use the Products, 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. In appropriate circumstances, WP-Chat will terminate the accounts of repeat infringers.
This indemnity obligation will survive the termination or expiration of your account and these Terms. You agree to defend, indemnify, and hold WP-Chat, 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, in connection with:
- your use of the Products;
- your violation of these Terms;
- your violation of any third party right, including any intellectual property right; or
- any claim that use of WP-Chat services caused damage to a third party.
Changes to the Service & Terms
WP-Chat reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part, without notice. While not obligated to do so, WP-Chat 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 Site. WP-Chat reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products 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 Products immediately.
WP-Chat offers refunds on a case-by-case basis. Refunds are issued if you request a refund before you have used WP-Chat Services or account deleting. Refunds will not be issued for Products or Services already used. If you are interested in a refund, contact WP-Chat immediately to avoid additional fees. For monthly subscriptions to Paid Accounts, refunds are prorated based upon the number of unused days of service that Products were used for that monthly period.
For annual subscriptions, refunds are prorated based upon the number of unused months of service that Products were used. If you took the annual payment, the refund will be based on the price for the monthly plan for months used so far. If you took other plan, the refund will be calculated based on the prices of full month plan for this service.
If you are interested in a refund for Software Products or Services, your Software or Service License mustn’t be already activated. Activated licenses for using of WP-Chat Software or WP-Chat Services are not refundable.
If your Paid Account is in violation of these Terms, refunds will not be issued.
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 Site and discontinuing use of the WP-Chat services. Also, you specifically agreed that WP-Chat has no obligation to provide you or anyone else with a copy of your data and may automatically purge your data from WP-Chat services.
You can close and delete own account immediately without additional payments. Your account can be deleted by clicking “delete” near appropriate user in the user list from the Settings menu of user account. Through deleting of user account all stored data of corresponding user will be also deleted and the message about successful deleted account “The user was deleted successfully” will be appeared.
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. THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WP-Chat, 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, WP-Chat, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS 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 PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
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 WP-Chat, 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 PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS. IF YOU HAVE A WP-Chat ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF WP-Chat, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE TWO (2) YEAR PERIOD BEFORE THE RELEVANT CLAIM. IF YOU HAVE A FREE ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF WP-Chat, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO TWENTY US DOLLARS ($20). YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND WP-Chat.
You acknowledge that use of the Products may be subject to the export and import laws of the United States, Ukraine and other countries. You agree to comply with all export and import laws and regulations. In particular, you acknowledge that the Products 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 Products, 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 Products for any purposes prohibited by U.S. or Ukraine’s law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. These Terms and the relationship between you and WP-Chat will be governed by the laws of USA and Ukraine, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Saarbrücken, Ukraine to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that WP-Chat 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 WP-Chat and completely replace any prior agreements between you and WP-Chat in relation to the Products. 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 WP-Chat 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 Products 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 WP-Chat. WP-Chat may freely assign this Agreement.