Last updated: May 1, 2020
These Terms and Conditions (“Terms”, “Terms and Conditions”) apply to your access to and use of our websites, development, hosting, maintenance, automation, and other online products and services provided by Touco Direct LLC, DBA WPClover, a Georgia limited liability company (“us”, “we, our”), or that links to these Terms (collectively, our “Services”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with us or our subsidiaries or affiliates, for products, services or otherwise.
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by posting a notice on our Services and/or updating the “Last Updated” date above. Your continued use of our Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions or comments regarding our Services or these terms, please contact us at [email protected]
You must be at least sixteen (18) years of age to use our Services. If you use our Services on behalf of another person, (a) all references to “you” throughout these Terms will include that person, (b) you represent that you are authorized to accept these Terms on that person’s behalf, and (c) in the event you or the person violates these Terms, the person agrees to be responsible to us.
To access certain Services, you will be asked to create an account with us, and provide certain requested information, and in order to use such resources, all the information you provide must be correct, current, and complete. If you choose, or are provided with, a login ID, password, or any other piece of information as part of our security procedures, you must treat such information as confidential (other than username), and you must not disclose it to others. You must immediately notify us at [email protected] of any unauthorized use of your login or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may only access the Services through your own account. Users do not own their accounts, and the gifting, selling, or otherwise transferring of accounts is prohibited.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. You can terminate your account by emailing us at [email protected] and by no longer visiting our websites or using our Services.
- Subscription Services
We offer a service package, on a monthly subscription basis, that includes website design, hosting, and maintenance. The Services made available to you may change from time-to-time as determined in our sole discretion.
- Subscription Fees
You will pay the fees for the Services you elect as set forth on our websites (or in the Services themselves) or on an order form that we have agreed upon (“Fees”). All Fees are non-cancelable and non-refundable. Fees will be invoiced on a monthly basis, and paid in advance for the month unless otherwise provided on an order form. Fees are exclusive of all tariffs, duties or taxes imposed or levied by any government or governmental agency, including without limitation, federal, state and local sales, use, value added or other similar taxes (collectively, “Taxes”) and you are responsible for paying all Taxes applicable to the Services provided by us to you. You will reimburse us for any and all expenses we incur on your behalf so long as such expenses are directly attributable to the Services we are providing you.
- Subscription Rights
During the provision of Services from us to you, and contingent on your payment of Fees and these Terms, We grant you a non-exclusive, non-transferable, non-assignable right to access, for your internal use only, the Services and the applicable documentation. You are responsible for your Authorized Users’ compliance with these.
- Prohibited Use.
You (and any authorized users) may not:
- utilize Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
- use Services in any manner that could disable, overburden, damage, or impair the Services;
- disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
- disseminate materials that would constitute an infringement upon the patents, copyrights, trademarks, trade secrets or other intellectual property rights of others;
- disseminate materials that would give rise to liability under the Computer Fraud and Abuse Act;
- use Services to commit fraud or engage in other misleading or deceptive activities;
- upload to, or transmit from Services any viruses, worms, defects, Trojan horses, time-bombs, malware, spyware, or any other computer code of a destructive or interruptive nature;
- use Services in any way to provide services to any third-party;
- disassemble, decompile, reverse compile, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Services;
- sell, resell, distribute, sublicense or otherwise transfer, the Services, or make the functionality of our Services available to any other party through any means; or
- reproduce, alter, modify or create derivatives of our Services.
Upon violating any of these prohibitions, we may, in addition to any other remedy that we may have at law or in equity, terminate any permission granted to you to access our Services or immediately remove the offending material.
To effectuate a purchase, you will be asked to supply your credit card number, expiration date, CCV, billing address, and shipping address.
All payments shall be processed immediately through a third party service. We are not responsible for the retention or safety of your billing information that is collected by the third party service.
You hereby represent and warrant that: (i) you have the legal right to use any payment method(s) in connection with any purchase; and that (ii) the information you supply to us is true, correct and complete.
We shall be under no obligation to provide the Services to you if the Fee is not paid to us on time based on the Order. You must ensure that we have complete and accurate billing and contact information throughout the subscription period, including your full legal name, your business address, and a billing contact email address. If Fees become overdue, interest shall accrue thereon at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is less, commencing on the date payment was due and accruing until the date payment is received by us. In addition, we reserve the right to suspend, cancel, or delete your Services and your corresponding accounts until the balance is paid. Additional claims for payment default remain reserved.
- Refunds, Cancellation and Termination
You can cancel your account and within 7 days for a full refund if no tasks have been completed on your account. If tasks have been completed, your account will cancel or downgrade at the end of the next billing cycle. If you cancel your account within the first 7 days of a new billing cycle, you can receive a full refund if no tasks have been completed on your account during that period. You will need to email us at [email protected] for all refund requests.
After you first 7 days of Service, you may request to close your account(s) with us at any time by contacting us at [email protected]. Your account will cancel at the end of the current billing period. If you cancel within the first 7 days of a billing cycle and no tasks are completed on your account, your cancellation may, in our sole discretion, be backdated to the beginning of the current billing cycle for refund. If you cancel our Services, your account information and your customer material will be available until your current billing cycle ends, at which point you will no longer have access to your account information or your customer material.
We reserve the right to refuse or cancel your order, close your account, or terminate these Terms at any time for reasons including, but not limited to: suspected fraud, unauthorized transaction, product or service unavailability, error(s) in your order, or for any other reason. Where we elect to close your account, for our own convenience (and not due to non-payment, fraud, or other unlawful or harmful behavior), we will do our best to make your account information and your customer material available to you so that you can make provisions to transition to another service provider.
Upon termination of this agreement or closure of an applicable account, all access rights and licenses granted herein will immediately terminate. Those provisions herein related to our intellectual property, and others that are so intended, shall survive termination of these Terms.
- Availability, Errors and Inaccuracies
We assume no liability for availability, errors, or inaccuracies in the information provided on our websites or in our Services. We may experience delays in updating information on the website and in our Services and in our advertising on other websites. The information, products, and services found on our websites or Services may contain errors or inaccuracies or may not be complete or current. Services may be incorrectly priced, described inaccurately, or unavailable, and we cannot guarantee the accuracy or completeness of any information found in our Services. We expressly reserve the right to correct any pricing errors on our website or within our Services.
We make no representations about the suitability of the information, products, and services contained on our websites or our Services for any purpose, and the inclusion or offering of any products or services on our websites or through our Services does not constitute any endorsement or recommendation of such products or services by us. We disclaim all warranties and conditions that our Services, our websites, its servers, or any email sent from us are free of viruses or other harmful components.
12. Links to Third-Party Sites
Our websites or Services may contain hyperlinks to websites operated by parties other than us. We provide such hyperlinks for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from our Services, our websites, or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
- Intellectual Property
All contents of our websites and our Services are ©2019 Touco Direct LLC DBA WPClover. All rights reserved. Services, websites, and all content and other materials on our websites and in our Services, including, without limitation, all logos, designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, ” Content “) are the proprietary property of Touco Direct LLC DBA WPClover and are either registered trademarks or trademarks of Touco Direct LLC DBA WPClover in the U.S. and/or other countries. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. We are not responsible for content on our websites or Services operated by parties other than us.
If you are aware of an infringement of our intellectual property, please let us know by contacting us at [email protected]
We respect the intellectual property rights of others. It is our policy to respond to any claim that content posted on any of our websites or on our Services infringes on the copyright or other intellectual property rights of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to [email protected], with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”. Our copyright agent is WPClover. The following is its contact information:
WPClover c/o Touco Direct
3355 Lenox Rd Suite 750
Atlanta, GA 30326
You may be held accountable for damages (including costs and attorneys’ fees) for any misrepresentation or bad-faith claims on the infringement of any content found on and/or through the our websites or Services.
If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a written notice that includes the following information. Please note that we will not process your complaint if it is not properly filled out or is incomplete. To report that your intellectual property rights have been infringed upon, please email us at [email protected] and include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- Disclaimer of Warranties and Limitation of Liability
THE SERVICES AND ALL CONTENT THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SERVICE, YOUR ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF OUR SERVICE, AND THAT NEITHER WE NOR ANY OF OUR AFFILIATES OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, OFFICERS AND/OR AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SERVICE.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO OUR NEGLIGENCE, WILL WE OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, OFFICERS AND/OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THESE SERVICES, EVEN IF WE OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL OUR TOTAL LIABILITY OR THE LIABILITY OF OUR AFFILIATES AND OUR AND OUR AFFILIATES’ RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, OFFICERS AND/OR AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) EXCEED THE FEES YOU PAID TO US FOR THE MOST RECENT THREE (3) MONTH PERIOD.
YOU UNDERSTAND THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS LISTED ABOVE ARE A CONDITION OF US MAKING THE SERVICE AVAILABLE TO YOU. WITHOUT THEM, WE WOULD NOT AND COULD NOT MAKE THE SERVICES AVAILABLE. You accept that if we discover that you have violated any portion of these Terms, we may take any step we deem appropriate including but not limited to terminating your account and access to the Services. You acknowledge that if that happens, you will not receive any reimbursement or other compensation for any items that may be associated with your account at the time of termination.
You agree to indemnify, defend and hold us, our employees and agents harmless from any and all claims and/or demands, including reasonable attorneys’ fees, made by any third party arising out of or related to your alleged or actual use or misuse of the third party intellectual property or your alleged or actual unlawful use of our Services.
- Governing Law, Venue, Injunctive Relief, Severability, and Headings
These Terms shall be governed and construed in accordance with the laws of Georgia, United States, without regard to its conflict of law provisions. Any controversy or claim arising out of or relating to these Terms and Conditions including, without limitation, the interpretation or breach thereof, shall be resolved in a court of competent jurisdiction in Georgia.
You acknowledge and agree that a breach of these Terms by you could cause us irreparable harm for which monetary damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened, or continued breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services and our websites, and supersede and replace any prior agreements we might have had between us regarding our Services and our websites. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.