GEOTARGETING WP END USER LICENSE AGREEMENT
This end user license agreement (hereinafter referred to as the “EULA”) constitutes a legal and binding agreement between Timersys WP LLC, with registered office at 16192 Coastal Hwy, Lewes, Delaware, USA, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “Timersys WP”, “Us”, “We”, or “Our”) and the users and their heirs, agents, successors and assigns (hereinafter singularly and collectively referred to as “You” or “Your”) that use any of Our WordPress plugins (along with any third-party software included therein or therewith) and any related documentation (including, without limitation, user and technical documentation, further explanatory written materials related to the Software, etc.), service (including, without limitation, SaaS, internet-based service, etc.), tool, application, component, object code, source code, appearance (including, without limitation, images, designs, fonts, etc.), structure, as well as any modification and update thereof (hereinafter any and all the items above mentioned will be singularly and collectively referred to as the “Software”).
IMPORTANT NOTICE: Your continued use of the Software constitutes Your expressed acceptance of and agreement to be bound by this EULA and its future versions or updates. Therefore, You understand and acknowledge that by downloading, accessing, installing or using the Software You agree to be bound by the terms of this EULA. If You do not accept such terms in their entirety, You must not download, access, install or use the Software. If You agree to this EULA on behalf of an entity, or in connection with providing or receiving services on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this EULA. In such an event, “You” and “Your” will refer and apply to that entity.
Software. Our Software provides a plugin for geo-targeting content in a WordPress environment (Geotargeting Pro), with the following features: (ii) send users to different websites based on their location (Geo Redirects); (iii) create links that redirects users based on their country, state or cities (Geo Links); (iv) display the current user country flag (Geo Flag); (v) block access to users from certain locations (Geo Block).
Rights granted. Subject to this EULA, You are granted a personal, non-assignable, non-sublicensable, non-transferable and non-exclusive license to use the Software, as specified by the applicable subscription plan chosen by You (hereinafter referred to as the “Subscription Plan”). In particular, such rights are conferred (and the Software shall be deemed delivered) on the date that We make such Software available to You with a direct download link (hereinafter such date shall be referred to as the “Effective Date”). We expressly reserve any and all rights not expressly granted to You in this EULA.
Requirements. The minimum requirements needed to run the Software are specified in the documentation thereof. We may provide support and other services for unsupported configurations at Our discretion but We are not obliged to.
Language. The Software and the related official documentation and support services are provided by Us in English.
Scope. You agree that You will use the Software only in connection with Your own normal internal commercial use, and You will not – unless otherwise authorized in written by Us – sell, lease, re-distribute, provide managed service, or otherwise provide or make available the Software to any third party or use it for the benefit of any third party.
Subscription Plan. In order to use our Software, You are requested to subscribe to a Subscription Plan from Our website https://geotargetingwp.com/, choosing among various plans that differ in terms of features, number of accessible services and prices. The purchased Subscription Plan may state further rights to access or use the Software (including, but not limited to, subscription period, support services and other offerings) in respect of those provided herein; in which case the Subscription Plan shall be an integral part of this EULA and is incorporated herein by reference.
Account registration. When You subscribe to a Subscription Plan, You will be assigned a username and a password for an account, of which You are entirely responsible for safeguarding and maintaining the confidentiality thereof. You acknowledge and accept that We will assume that any person using the Software with Your username and password, either is You or is authorized to act for You. You further undertake not to share the account password to any third party or let anyone else access the Software, or do anything else that might jeopardize the security thereof. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Software and agree to notify Us immediately of any unauthorized use thereof.
Trial Period. The trial period is designed to enable You to evaluate – for free and for a limited period – all or part of the Software before taking out a paid Subscription Plan. In case You apply for a free trial, We will make the required Software available to You until the earlier of: (a) the end of the agreed free trial period, or (b) the start date of any Subscription Plan purchased before the end of the trial period. In the case mentioned in lett. (a) above, any data and/or customization will be permanently lost without any liability of Timesys WP.
Subscription Cancellation. You can withdraw the Subscription Plan, by means of a thirty (30) days’ prior written notice and the withdrawal shall take effect after the expiration of the then-current subscription term, original or renewed.
FEES AND BILLING TERMS
Fees. When You subscribe to a Subscription Plan, You agree to pay any and all related applicable fees according to the specific terms thereof. Unless otherwise provided, all prices are stated in U.S. Dollar (USD). The prices are exclusive of all taxes, levies, or duties imposed by taxing authorities, for which You shall be responsible for the related payment.
Recurring billing. Fees are billed in advance, according to the periodicity set out in the purchased Subscription Plan, via a payment gateway (Stripe, www.stripe.com). To such purpose, You expressly agree: (i) to provide the payment gateway with valid, up-to-date and complete debit/credit card, contact and billing details associated with You; (ii) to authorize the payment gateway to bill such debit/credit card on the corresponding effective date (and renewals ones) for the due Subscription Plan’s fees; (iii) that We may at Our option – if, for any reason, Your credit/debit card company refuses to pay the amount billed for the the Subscription Plan purchased – suspend or terminate Your access to the features of the Subscription Plan, and require You to pay the overdue amount by other means acceptable to Us, plus an interest rate of one and one-half percent (1.5%) per month or the highest applicable legal rate, from the due date until such amount is paid.
Prices change. We are entitled to review the fees of any Subscription Plan and, to such purpose, You will be informed at least ninety (90) days before the expiration of the then-current Subscription Plan’s paid up period. Unless You decide not to accept the fees’ review by cancelling the subscription within the term provided in Sect. 2.4 above, such new fees shall be applied to the subsequent Subscription Plan’s periods.
No refund. All fees paid are non-refundable.
AVAILABILITY, SUPPORT, UPDATES AND MAINTENANCE
Availability. Despite We use commercially reasonable efforts to ensure the unlimited availability of the Software, We have no control or liability over the availability of the Software on a continuous or uninterrupted basis, so that from time to time the it may be inaccessible or inoperable, including, without limitation: (i) equipment malfunctions, periodic maintenance procedures or repairs; (ii) causes beyond Our reasonable control or that are not reasonably foreseeable (including, without limitation, threat to security, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures); (iii) limitations due to Your particular device or hardware; (iv) Your violation of any relevant provision of this EULA. Any unavailability of the Software under this Section 3.1 shall not excuse You from Your obligation to make timely payment(s) under the applicable Subscription Plan.
Technical support. Technical support will be provided by Us 9 am to 5 pm ART (Argentina Time) Monday to Friday, Argentine holidays excluded. We may use a variety of methods (e.g., in-product, internet, chat, e-mail, remote control and phone and online meetings) to provide technical support and customer service in connection with the Software. Support may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. In any case, the support service shall be considered as part of the Software for all the purposes of this EULA.
Updates and maintenance. We, in Our sole discretion, reserve the right to add additional tools, utilities, improvements, third party applications, features or functions, or to provide programming fixes, updates and upgrades, to the Software in order to improve and enhance the features and performance thereof (hereinafter collectively referred to as the “Updates”). In case We provide any Updates, this EULA shall automatically apply thereto, unless We provide other terms along with such Updates. Furthermore, You acknowledge that the Software may contain automatic update technology in order to provide maintenance (such as a bug fix, patches, enhanced functions, missing plug-ins, and new versions).
General responsibilities. You are entirely responsible for the use of the Software and, to such purpose, You shall not use, encourage, promote, facilitate, instruct (or induce others to do the foregoing on) the Software for any activity that violates any applicable local, state, national, and international law, statute, rule, ordinance or regulation (hereinafter singularly and collectively referred to as the “Law”), or for any other illegal, fraudulent, harmful, or offensive purpose.
Indemnification. To any third party’s claim arising out of a violation of Your obligations under this Section, Sect. 9 (Indemnification) below shall apply, in addition to any other rights or remedies afforded to Us under this EULA and/or as per the applicable Law.
TERM AND TERMINATION
Term. This EULA and the rights herein conferred are effective as of the Effective Date for a renewable subscription term (e.g., annually or monthly, depending on the relevant Subscription Plan purchased). Either You or We can withdraw this EULA, by means of a ninety (90) days’ prior written notice and the withdrawal shall take effect after the expiration of the then-current subscription term, original or renewed.
Termination. In case of Your breach of any term herein provided is not cured within 10 (ten) days after Our initial notice thereof, We are entitled to terminate the EULA and/or the relevant Subscription Plan. In such case, You must pay all amounts accrued prior to such termination, as well as all sums remaining unpaid for the services under such Subscription Plan, plus related damages, taxes and expenses.
No access after termination. Upon the termination of this EULA, You no longer have rights to access or use any version of the Software released thereafter and, if applicable, We will delete or otherwise make inaccessible Your account and any data in the Software, if any.
Obligations surviving termination. Provisions that survive termination or expiration of this EULA are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
INTELLECTUAL PROPERTY RIGHTS
Timersys WP ownership. We hold and retain all an any title and interest in and to the Software, as well as in any Intellectual Property Right associated therewith and, therefore, nothing in this EULA will be interpreted as a transfer, in whole or in part, of rights in the Software to You, the Authorized Persons or any other third party. For the purposes of this EULA, “Intellectual Property Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, service marks, certification marks, logos, trade names, and the goodwill associated with the foregoing; (ii) patents and patent applications, and any and all divisions, continuations, reissues, reexaminations, and extensions thereof; (iii) writings and other works of authorship; (iv) trade secrets, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information, and rights to limit the use or disclosure thereof by any person; (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation; (vi) domain names, uniform resource locators, and Internet addresses; (vii) any and all technical information, software, specifications, drawings, records, documentation, ideas, knowledge, invention disclosures or other data; (viii) claims, causes of action and defenses relating to the enforcement of any of the foregoing. to the applicable license.
- Your obligations for Our ownership preservation. You shall not, and shall not cause or permit others to: (i) remove or modify any program markings or any notice of Our Intellectual Property Rights or those of Our licensors; (ii) make the programs or materials resulting from the Software available in any manner to any third party for use in such third party’s business operations; (iii) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Software, or access or use the same in order to build or support, and/or assist a third party in building or supporting, products or software competitive to Us; (iv) perform or disclose any benchmark or performance tests of the Software or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and (v) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Software to any third party.
- Your feedback and suggestions. We may freely use Your feedback, suggestions, or ideas in any way, including in future modifications of the Software or of any other related product, service, advertising or marketing material. To such purpose, You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way. Notwithstanding the preceding, We will not sell, publish or share Your feedback in a way that could identify You without Your explicit permission.
PRIVACY AND DATA PROTECTION
Our right to access Personal Data. To the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any Personal Data as we may reasonably believe necessary to: (i) satisfy any applicable Law or any Authority request; (ii) enforce this EULA (including investigation of potential violations thereof) or Our Intellectual Property Rights; (iii) detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the device IP address, and/or the version of the Software, etc.); (iv) conduct internal statistics and analytics, on an anonymized basis; in particular, We may trace the use of the Software for the purpose of obtaining statistics on the use and proper functioning of the Software, as well as for the purpose of correctly provide functionalities and improvements, or for security reasons.
WARRANTY AND LIABILITY
Limited warranty. THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA.
Disclaimer of liability. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ANY CASE, WE ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF OUR CONTRACTORS, VENDORS, CLOUD PROVIDER OR OTHER SERVICE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA.
Remedies. EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – OUR LIABILITY SHALL IN THE AGGREGATE EXCEED THE FEES EFFECTIVELY PAID BY YOU FOR THE RELEVANT SOFTWARE, DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
Mandatory legal provisions. Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to You. In such case, the limitations provided herein shall be applicable to You to the fullest and maximum extent permitted by the applicable Law.
Indemnification. You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising by any claim made by any third party (including, without limitation, any agency, public administrations, entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of this EULA; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; or (iv) use or misuse of the Software.
Remedies. You expressly agree and acknowledge that any violation of Your obligations pursuant to this EULA may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of this EULA may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.
Discontinuation policy. The Software is subject to Our discontinuation policy, so that We reserve the right to discontinue all support for the Software, and/or for any features, online or other services or content accessible through the Software, in accordance with such discontinuation policy. In case the Software offers services that require a connection to Our servers (including internet-based services), such services may expire.
Assignment. You are not allowed to assign this EULA or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed, at Our sole discretion, to assign this EULA or any rights hereunder to any third party, without giving prior notice.
Independent entities. We are an independent contractor, so no partnership, joint venture, or agency relationship exists between Us and You. You and Us are each responsible for paying their own employees, including employment related taxes and insurance.
Force majeure. We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, We will be excused from such performance to the extent it is delayed or prevented by such cause.
No implied waiver. Any tolerance or lack of enforcement by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of this EULA shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to this EULA and/or the applicable Law.
Export restrictions. You acknowledge that the Software is subject to export restrictions of various countries. Therefore, You agree to comply with all applicable Laws that apply to export restrictions.
Governing law and exclusive jurisdiction. This EULA shall be governed by and construed in accordance with the laws of the State of Delaware (USA). Before resorting to any external dispute resolution mechanisms, the parties agree to use their best efforts in good faith to settle any dispute in relation to the EULA. The parties irrevocably submit to and accept, generally and unconditionally, the exclusive jurisdiction of the competent Court of the State of Delaware (USA) with respect to any legal action or proceedings which may be brought at any time relating in any way to this EULA.
Severability. Should any part of this EULA be declared illegal or unenforceable, the remaining portion will remain in full force and effect.
Amendments. We may, in our sole discretion, amend this EULA at any time by posting a revised version thereof on Our website at https://geotargetingwp.com/terms-and-conditions, providing reasonable advance notice of any amendment that includes a change that reduces Your rights or increases Your responsibilities. Your continued use of the Software following changes to the EULA after the effective date of a revised version thereof constitutes Your expressed acceptance of and agreement to be bound by the EULA and its future versions or updates.
This document was last updated on April 4, 2020