WPDUO TERMS OF SERVICE
Last Updated: May 11, 2021
THE TERMS SET OUT BELOW GOVERN YOUR USE OF THE WPDUO SERVICES (“SERVICES”). BY USING THE SERVICES YOU AGREE TO THESE TERMS, AS WPDUO, MAY UPDATE FROM TIME TO TIME AT ITS ABSOLUTE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.
Services are available only to legal entities and to individuals who are at least 18 years old.
ACCEPTANCE OF TERMS
Before using any of the WPDUO services, you are required to read, understand and agree to these terms. You may create an account only after reading and accepting these terms.
The Site is owned and operated by WpDuo, LLC which provides WpDuo (“WPDUO”) and is accessed by you under these Terms of Service (“Terms of Service”).
TERM OF AGREEMENT
These Terms are effective upon the first access by the Customer of the Site and remain in effect unless called by the Customer or WPDUO and subject to the “Survival” provisions of these Terms of Service.
The following definitions apply to these Terms of Service and also apply to other documents you may find on our Site.
“You” or “your” or “Customer” as used herein shall at all times include the individual or legal entity which has subscribed to the WPDUO Services hereunder, including but not limited to any and all persons and/or legal entities with which it is affiliated and/or associated, and their respective directors, officers, employees, agents, representatives, independent contractors, licensees, successors and assigns.
“WPDUO” means wpDuo LLC and its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, contractors, licensees, successors.
“Access to Support Dashboard is a service discontinued as of 3/22/2021.
‘Email Support’ and ‘Real Human Support’ means time used to answer website related questions via email about operating your website.
“Fastly CDN” means portions of your site will utilize Fastly service to speed up load times. This speed increase varies by site. Fastly CDN is only available to websites hosted by WPDUO.
“Free SSL” means a free SSL certificate will be set up for your website to enable encrypted browsing for your visitors. Free SSL is only available to websites hosted by WPDUO.
“Job Queue” means the number of simultaneous requests and updates you can request for your “Unlimited Small Jobs” plan.
“Managed Proactive WP Upgrades,” “Plug-in Updates,” and “WordPress Updates” mean that WPDUO’s support team will, at its discretion, apply and test upgrades to installed plug-ins and WordPress.
“Monthly Reporting” means wpDuo will provide automated reports of what has been updated on your website on a monthly basis to the email address associated with your account.
“Monthly Analytics Reports” is a service discontinued as of 3/22/2021.
“Monthly SEO Report” and “Monthly PPC Report” mean WPDUO will provide monthly updates to an SEO keyword ranking report and/or PPC paid traffic report for client review to the email address associated with your account, if you are subscribed to either service upgrade.
“New Content/Graphics Creation” is a service discontinued as of 3/22/2021.
“Offsite Backup” and “Daily Site Backup” mean WPDUO will automate backups for your website and store them remotely. Daily Site Backup is only available if your website is hosted by WPDUO.
“Phone Support” is discontinued as of 3/22/2021.
”Security Setup & Scans” and “Hacker Protection” means WPDUO will set reasonable security settings using iThemes Security software, as well as scan the site for malware on an as-needed basis.
“Small Jobs” means any request you make that we estimate will take 1/2 hour or less for our support team to complete for your single managed WordPress site.
“Site” means the WPDUO website and includes the web pages available at wpduo.com and all linked pages.
“Update Reports” is a service discontinued as of 8/1/2017.
“Users” means individual employees and contractors of Customer or its affiliates who are authorized by Customer to access the Services and who have been supplied passwords by Customer.
“Target Response Time” and “Turnaround Time” mean WPDUO’s goal in addressing any requests made by you within this timeframe, during normal operating hours, Monday-Friday 8am-5pm CT. This is not a guarantee and may be slightly longer due to heavy workload or other unforeseen events.
“10% off additional services” is a promotion discontinued as of 3/22/2021.
WPDUO’s service offerings and plans are fully detailed at https://wpduo.com/duo-plans-pricing/
These Terms also apply to those plans.
Plan’s may be upgraded one time for a prorated fee based on the price of the existing plan and the price of the upgraded plan
If a Customer elects to downgrade their plan, such downgrade will take effect on the date of the next billing cycle.
There shall be no refunds or credits applied if a plan is downgraded.
REGISTRATION AND ACCOUNT
As a condition to using the Services, you are required to open an account with WPDUO and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Your failure to keep it accurate, complete, and current constitutes a breach of these Terms, which may result in immediate termination of your WPDUO account.
You may not use as a username the name of another person or entity or that is not lawfully available for your use, a name or trademark that is subject to any rights of another person or entity (other than you) without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene in the sole judgment of WPDUO.
You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your WPDUO account. Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify WPDUO of any security breach of your Account.
WPDUO shall not be responsible for any losses arising out of the unauthorized use of your Account.
DESCRIPTION OF SERVICES
The Site is an online service that offers email support to operators of websites running on single-site installations of WordPress. WPDUO service does not support multi-site WordPress installations.
Services include, but are not limited to, any service and/or content WPDUO makes available to or performs for you, as well as the offering of any materials displayed, transmitted, or performed on the Site or through the Services.
Your access to, and use of the Site, may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of WPDUO.
WPDUO reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
WPDUO will provide website hosting for the Customer’s website for the duration of their paid WPDUO subscription. At WPDUO’s sole discretion, additional hosting fees may apply for Ecommerce websites or other websites that, in WPDUO’s opinion, exceed available hosting resources.
Client may elect to waive Hosting service at their discretion. In the event client declines WPDUO Hosting services, some services, including Daily Site Backup, Fastly CDN, and Free SSL may have limited or no availability.
Subject to these Terms of Service, and in consideration for the payment of fees herein for the Services, WPDUO hereby grants to Customer a non-exclusive, non-transferable license to allow users to access the Site solely for Customer’s internal business purposes and solely for the specific Services offering purchased by the Customer. This license is restricted to use by Customer and its authorized users and does not include the right to use WPDUO technology on behalf of any third party or the right to permit any non-User to access or use the Site. Customer also agrees to be bound by any further restrictions set forth herein. All rights not expressly granted to Customer are reserved by WPDUO and its licensors. There are no implied rights.
WPDUO retains ownership of all right, title and interest in and to the WPDUO data. WPDUO data is all data on the Site, which is not otherwise owned by the Customer or a third party.
Customer retains ownership of all right, title and interest in and to all Customer Data.
GRANT OF LICENSE
During the term of these Terms of Service, Customer hereby grants to WPDUO a limited, worldwide, non-exclusive, non-transferable, royalty-free right to use, display, transmit, and distribute the Customer Data solely as necessary to provide the Services to Customer. Notwithstanding the foregoing, Customer acknowledges and agrees that WPDUO shall have the right to use compilations of aggregated statistics about the Services and the Customer Data provided, however, that WPDUO shall not publicly disclose or distribute any data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with Customer.
Certain services available may include materials from third parties. WPDUO may provide links to third-party websites as a convenience to you. You agree that WPDUO is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. All of which are provided “AS IS.” You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that WPDUO is not in any way responsible for any such use by you.
UNLIMITED AND REASONABLE USE
The term “unlimited” is subject to this reasonable use clause. The definition of reasonable use is determined by WPDUO management, at its sole and exclusive discretion. Customers deemed to be abusing the WPDUO service may be contacted by the WPDUO management. WPDUO management retains the sole and absolute discretion to suspend service to you if we deem necessary.
YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING WPDUO WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES.
You agree that you will pay for the Services, and that WPDUO may charge your payment method for any services purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account.
Your total fees will include the price of the product/Services, but expressly excludes any applicable taxes. Such applicable taxes are based on the bill-to address and the applicable tax rate in effect at the time you use the Services. We will charge tax only in jurisdictions where the Services are taxable.
The Services do not provide price protection or refunds in the event of a price reduction or promotional offering.
Prices for the Services may change at any time at WPDUO’s sole and exclusive discretion.
USE OF SERVICES AND RENTED CONTENT
You agree that the Services may include security technology that limits your use and that you shall use the Services in compliance with the applicable usage rules established by WPDUO and its licensors (“Usage Rules”), and that any other use may constitute copyright infringement. WPDUO reserves the right to modify the Usage Rules at any time. Usage Rules may be controlled and monitored by WPDUO for compliance purposes, and WPDUO reserves the right to enforce the Usage Rules without notice to you. You agree not to access the Services by any means other than through software that is acceptable to WPDUO. You shall not access or attempt to access an account that you are not authorized to access. Violations of system or network security may result in termination of the Services, and civil or criminal liability.
Customer may make the Services available to its Affiliates provided that all licensing restrictions are complied with in each instance by each such Affiliate and that Customer is liable for any breach of the terms and conditions of these Terms of Service or the Agreement by any of its Affiliates.
Customer is responsible for all activities conducted under its user password and for its users’ compliance with these Terms of Service. Unauthorized use, resale or commercial exploitation of the Site or the Services in any way is expressly prohibited. Without WPDUO’s express prior written consent in each instance, Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Site or access the Site in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Site. Except as expressly permitted in these Terms of Service, Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license or the Site to any third-party. Customer shall not use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Site. Customer shall be liable for any breach of these Terms of Service or the Agreement by any of its Users. In addition to WPDUO’s other remedies hereunder, WPDUO reserves the right upon notice to Customer to terminate any User’s right to access the Site if such User has violated any of the restrictions contained in these Terms of Service.
RELEASE AND INDEMNITY
You hereby expressly and irrevocably release and forever discharge WPDUO of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
You hereby agree to indemnify and hold harmless WPDUO from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys’ fees, relating to, resulting from or arising out of, in whole or in part (i) your breach of these Terms, whether or not deemed to be material or immaterial; (ii) the use of or reliance upon the Services, by you or any person acting on your behalf or using your account or WPDUO Username and password; or (iii) any material or immaterial violation of any rights, title or interests of any third party.
LIMITATION OF LIABILITY
In no event shall WPDUO be liable to You under any legal or equitable theory, including but not limited to contract, tort, strict liability, negligence, common law or with respect to the site, the Services or any content (i) for any lost profits, loss of use, or actual, special, indirect, incidental, punitive, or consequential damages of any kind whatsoever. You understand that your sole remedy for any damages you allege have been sustained as a result of the Services is to cancel your subscription.
WPDUO shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond WpDuo’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
WPDUO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES WHICH ARE PROVIDED “AS IS.” YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE YOUR ABILITY TO TERMINATE THE SERVICES EFFECTIVE UPON RECEIPT BY WPDUO OF YOUR WRITTEN NOTICE OF TERMINATION, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
WPDUO DOES NOT REPRESENT THAT THE SERVICES OR SITE WILL BE ERROR-FREE OR THAT THE SERVICES OR SITE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES, SITE OR WORK PRODUCT WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICES AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
INTELLECTUAL PROPERTY OWNERSHIP
Customer acknowledges and agrees that (i) as between WPDUO and Customer, all right, title and interest in and to the Site (excluding any Customer Data) and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain WpDuo’s or its licensors’, and WPDUO in no way conveys any right or interest in the Site other than a limited license to use it in accordance herewith, and (ii) the Site is protected by copyright, trade secret, and other proprietary rights and laws.
WPDUO graphics, logos, designs, page headers, button icons, scripts, service names and any other intellectual property are the sole and exclusive intellectual property of WpDuo, LLC. WPDUO’s intellectual property may not be used in connection with any product or service without the prior written consent of WPDUO, and no right or license is granted to use them. Customer shall not remove any WPDUO trademark or logo from the Site.
SUPPORT REQUESTS AND REASONABLE USE
Support must be requested through the proper channels to be received and responded to in a reasonable amount of time. To request support, please email email@example.com .
Each Small Jobs request is limited to a maximum of 30 minutes of Services time. The effort required for Services is exclusively determined by WPDUO management. For work outside of the 30 minute scope of WPDUO Small Jobs, WPDUO management may provide alternative solutions to the Customer including referral to the WPDUO partner network.
WPDUO provides no guarantee either express or implied on the timeframe of when a support request can or will be resolved.
NATURE OF REQUESTS
Requests must fall within the following categories:
- Styling elements with CSS
- Content population & image manipulation
- Creation of basic graphics (e.g. buttons, banners, etc.)
- WordPress consulting (advice and support)
- SEO (advice and support)
- Theme/plugin audits
- Minor theme architecture changes
- Plugin installation and implementation
If you are unsure about the whether or not a request meets these criteria, submit it as a ticket to our support system and we will either accept the ticket or deny the ticket based on managerial approval.
Examples of requests which do not meet WPDUO management approval for support:
- Website redesign
- New page template design
- Landing page design
- Custom plugin development
- Custom theme development
- Website theme re-coding needed due to significant change in WordPress core architecture
- Any fix deemed by WPDUO management to exceed 30 minutes of work
TERMINATION BY WPDUO
WPDUO may terminate or suspend any and all Services and/or your WPDUO account immediately, without prior notice or liability, for any reason whatsoever, or for no reason, including without limitation, if you breach these Terms. Upon termination of your account, your right to use the Services will immediately cease.
In the event of termination of WPDUO, Customer agrees to notify WPDUO within seven (7) business days to whom WPDUO should provide a site backup for Customer redeployment. Migration assistance may be provided by WPDUO for the site redeployment at Customer’s request and upon receipt of a currently stated site transfer fee.
TERMINATION BY CUSTOMER
Customer may terminate wpDuo plans at any time. If you wish to terminate your WPDUO account, you must contact us with your termination request. You can contact us through the contact page or support area to issue a termination request. In the event of termination, Customer has seven (7) days to move a website to new hosting. Migration assistance may be provided by wpDuo for free or for an additional fee, at the discretion of wpDuo management.
WPDUO monthly and annual fees are non-refundable following the initial 30 days.
SURVIVAL OF TERMS POST-TERMINATION
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
TERMS OF RENEWAL
Monthly subscriptions will automatically renew each month at the stated retail price until the Subscriber notifies the company that they wish to cancel.
Yearly Subscribers will be notified via email prior to renewal. If the Customer does not notify WPDUO of a plan change prior to the renewal date, the subscription will be renewed and billed at the annual fee using the Subscriber’s valid payment method on file.
WPDUO subscribers agree that they are responsible for all fees in renewal of their plugin licenses. WPDUO agrees to renew WPDUO subscribers plug-in licenses if that Customer’s website was built by WPDUO, for the following plugins only: Gravity Forms, Advanced Custom Fields.
CHANGES TO THESE TERMS
WPDUO reserves the right, at its sole discretion, to modify or replace these Terms at any time. If any such modification constitutes a material change to these Terms, WPDUO will notify you by posting an announcement on the site. What constitutes a material change will be determined in WPDUO’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any service or viewing any content following notification of a material change to the terms constitutes your acceptance of the Terms as modified.
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind WPDUO in any respect whatsoever. The failure of WPDUO to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. WPDUO may transfer, assign or delegate these Terms and its rights and obligations without your consent. These Terms shall be governed by and construed in accordance with the laws of The United States of America, as if made within Wisconsin between two residents thereof, the parties submit to the exclusive jurisdiction of Wisconsin courts. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications must be in a writing signed by both parties, except as otherwise expressly provided herein.