These Terms and Conditions (the “Terms“) is a legal agreement between you and Plugins with Purpose, LLC (“PwP”, “we”, “us”) that governs access to and use of the PwP plugin, PwP’s website, and related software and services (collectively, the “Services”). You may be considered a visitor to our website or an individual or entity that creates an account to purchases or use the Services (collectively “Customer”). Visitors and Customers may be referred to in these Terms as “you” and “your” as applicable. PwP and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
By making a purchase, visting the website, or using the Services, you agree to these Terms and represent that you are of legal age and have the authority to bind the Customer to these Terms.
Please note that we may modify these Terms, so you should make sure to check this page from time to time.
Registration, Access, and Use.
Provision of Access. Subject to and conditioned on Customer’s payment of fees and compliance with these Terms, PwP hereby grants Customer a non-exclusive, non-transferable license and right to access and use the Services during the Subscription Term (as defined below) solely for use by Authorized Users in accordance with these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable plan setting forth prices, features, term lengths and renewal provisions (“Subscription Plan”). PwP reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to PwP IP (as defined below).
Free Access Subscriptions. PwP may provide Customer with Services for free or on a trial basis (“Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. PwP may use good faith efforts in its sole discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVEL AGREEMENT, OR PWP INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PWP WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. PwP makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. PwP may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in PwP’s sole discretion, without liability.
Documentation License. Subject to the terms and conditions contained in these Terms, PwP hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the user manuals, handbooks, guides, and support materials on PwP’s website relating to the Services (collectively, “Documentation”) during the Subscription Term (as defined below) solely for Customer’s internal business purposes in connection with its use of the Services.
Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Suspension. Notwithstanding anything to the contrary in these Terms, PwP may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) PwP reasonably determines that (A) there is a threat or attack on any PwP IP (as defined below); (B) Customer’s or any Authorized User’s use of the PwP IP disrupts or poses a security risk to the PwP IP or to any other customer or vendor of PwP; (C) Customer, or any Authorized User, is using the PwP IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) PwP’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of PwP has suspended or terminated PwP’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). PwP shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. PwP shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. PwP will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Intellectual Property Ownership; Feedback.
PwP Intellectual Property. The Parties acknowledge that, as between Customer and PwP, PwP owns all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, code, know-how, logos, and any updates, modifications, or derivative works of any of the foregoing provided to Customer or any Authorized User in connection with the Services (“PwP IP“). For the avoidance of doubt, PwP IP includes Aggregated Statistics (as defined below) as may be collected by PwP and any information, data, or other content derived from PwP’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data (as defined below). “Aggregated Statistics” is defined as data and information related to Customer’s use of the Services that may be used by PwP in an aggregate and anonymized manner for (i) creation of operational statistics for internal use only; (ii) creation and inclusion in financial reporting of aggregate statistics regarding services performed; (iii) creation and inclusion in marketing materials highlighting the capabilities of the Advertising Services; and (iv) advancing and improving existing products and services, creating new and enhanced product and services, and development and publication of market and industry intelligence and expertise, all of which in such form shall be and remain the intellectual property of PwP.
Customer Data. The Parties acknowledge that, as between PwP and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (as defined below). Customer hereby grants to PwP a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for PwP to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. “Customer Data” is defined as, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to PwP by mail, email, telephone, or otherwise, suggesting or recommending changes to the PwP IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), PwP is free to use such Feedback, without any attribution or compensation to any party, irrespective of any other obligation or limitation between the Parties governing such Feedback.
- General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
- Third-Party Products. PwP may from time to time make available to Customer third-party products, services, websites, links, content or other resources (“Third-Party Products”). Without limitation, such Third-Party Products include payment gateways, such as those offered by Stripe. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. If Customer or its Authorized Users do not agree to abide by the applicable terms for any such Third-Party Products, then Customer may not install or use the Services.
- Subscription Plan and Fees. Customer shall pay PwP the fees as set forth in its selected Subscription Plan (“Fees“) without offset or deduction for any reason. The Fees, features, and options of the Services depend on the Subscription Plan selected by Customer and may include any usage or overage fees. PwP does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the fees, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
- No Refunds. Fees are non-refundable and non-creditable, except where required by law. Subscription Plans may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality.
- Late Fees, Collection Costs, and Suspension. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse PwP for any costs or expenses, including attorneys’ fees, incurred by PwP to collect amounts that remain unpaid after the due date. If you don’t pay Fees on time, we reserve the right to suspend access to the Services or remove subscription features.
- Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on PwP’s income.
Term and Termination.
- Term. These Terms are effective until the termination of your Subsctiption Plan (as expressly permitted herein) or the expiration of the term or your Subscription Plan, including the terms of all renewals of your Subscription Plan (collectively, “Subscription Term”).
- Subscription Term and Renewals. Customer agrees to pay Fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 5(c) (Termination for Cause). If no subscription start date is specified on the applicable Subscription Plan, the subscription starts when Customer first obtains access to the Services. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated in the Subscription Plan; or (ii) either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new order form, or order form changes will be at PwP’s then-applicable rates.
- Termination for Cause. Either Party may terminate these Terms, including any related Subscription Plan, if the other Party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed Fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that Party.
- Effect of Termination. Upon any expiration or termination of these Terms or a Subscription Plan: (i) Customer’s access and license rights terminate and it must promptly: (a) stop use of the Services; (b) delete (or, at PwP’s request, return) any and all copies of any PwP’s code, Documentation, passwords or access codes, and any other PwP Confidential Information (as defined below) in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the Services will cease and PwP may delete the Customer Data at any time after thirty (30) days from the applicable date of termination or expiration. If PwP terminates these Terms for cause as provided in Section 5(c), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a Party.
- Survival. All provisions of these Terms that would reasonably be expected to survive the termination of this Agreement will do so.
- Confidential Information. “Confidential Information” means (a) for PwP IP; (b) for Customer, Customer Data; (c) any other information of a Party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient) or that, due to the nature of the information, the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment, between the Parties.
- Confidentiality Obligations. Each Party (as the receiving party) must: (i) hold in confidence and not disclose the other Party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other Party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each Party may share the other Party’s Confidential Information with its, and its affiliates’, employees, agents or contractors having a legitimate need to know, provided that the Party remains responsible for any recipient’s compliance with the terms of this Section 6 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
- Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A Party may also disclose the other Party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other Party to obtain confidential treatment for the information.
- Remedies. The Parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so, on breach of this Section 6, each Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
Warranties and Disclaimers.
- ALL PWP SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PWP NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PWP MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PWP SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PWP DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. PWP WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON- PWP SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
- Customer agrees to defend, indemnify, and hold PWP, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable: (a) Customer’s, or its Authorized User’s, access to and use of the Site; (b) violation of these Terms by Customer or its Authorized Users; (c) infringement by Customer or its Authorized Users of any intellectual property or other right of any person or entity; (d) the nature, content, and use of all Customer Data processed by the PwP; and (e) Customer’s authentication of or permissions granted to Authorized Users.
- PwP retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. PwP reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify PwP, and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant or for which Customer has indemnity obligations, without our prior written consent. PwP will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
Limitations of Liability.
- Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PWP OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
- Cap on Damages. PWP’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO PWP FOR SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PWP’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
- Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 9 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 9. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 9 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY PWP SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- Third Party Products and Content. PwP may provide Customer with or access to Third-Party Products that are beyond our control. PwP is not responsible for such Third-Party Products and makes no representations or warranties as to the their quality, suitability, functionality, or legality. You hereby waive any claim you might have against us with respect to such Third-Party Products. Customer agrees that PwP is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party Products.
- Entire Terms. These Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
- Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to PwP at [info@pwp] and include “Attention: PwP Legal Department” in the subject line. PwP may send notices to the email addresses on Customer’s account or, at PwP’s option, to Customer’s last-known postal address. PwP may also provide operational notices regarding PwP Services or other business-related notices through conspicuous posting of the notice on PwP’s website or within the PwP Services. Each Party consents to receiving electronic notices. PwP is not responsible for any automatic filtering Customer or its network provider may apply to emails.
- Publicity. Unless otherwise specified in writing, PwP may use Customer’s name, logo, and marks to identify Customer as a PwP customer on PwP’s website and other marketing materials.
- Force Majeure. Neither Party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
- Amendment and Modification; Waiver. No amendment to or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
- Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texasin each case located in the city of Austin and County of Travis, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of PwP, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
- No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms.
- Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.