Terms and conditions

Terms of service agreement

The following Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User”) and Softjet Nigeria Limited. (“Wordex”, “we”, or “us”).  We provide Users with access to certain Materials (as defined below) to help them create, manage and promote their websites by providing both general and personalized content, managed WordPress hosting services, communication tools and forums, mobile applications, and ecommerce tools and services (en masse, the “Services”) directly and through the website and all associated domains of http://www.WordexPlatform.com (the “Site”).  We’ve have put a lot of effort in making this Agreement as readable and straightforward as possible. If however, you find that you have suggestions that can help us improve it or any questions about this Agreement, please email us and let us know.  This Agreement explains our obligations to the user, and the users’ obligations to us.  This Agreement is the entire Agreement between the user and Wordex. By using the Site in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site.

1. What We Own

All materials and services available on the Site, and all materials and services provided by or through Wordex, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.  All Wordex trademarks and service marks, logos, slogans and taglines are the property of Wordex.  All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.  Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Wordex without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

2. Rights to Use What We Own

Subject to this Agreement, Wordex hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by Wordex (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement.  This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement.  You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement.  Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

We will provide you one User ID for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site.  You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information.  Your failure to do so may result in the cancellation of your account and loss of Services.  You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.

As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content”).  You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party users to access or view your site.

3. What You Provide to Us

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”).  Wordex is not responsible for your Content.  You hereby grant Wordex a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license.  You are responsible for any Content that may be lost or unrecoverable through your use of the Services.  You are encouraged to archive your Content regularly and frequently.

4. Giving Us Access to Other Accounts and Services

Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers.  When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

5. Comments and Feedback

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

6. Monitoring What You Provide Us

Wordex may, but has no obligation to, monitor Content on the Site or websites created using our Services.  We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Wordex or its customers, or operate the Services properly.  Wordex, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.  Wordex may, in its discretion, also require you to place all or any portion of the Content behind password protection.  If Wordex has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password.  If Wordex requests that you place any Content behind password protection and you fail to do so promptly, Wordex may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.

7. Copyright Complaint Policy

If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints. Please see our Copyright Complaint Policy for further information.

8. Rules

You agree to all of the following:

a. You hereby certify that you are at least 18 years of age.

b. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.

c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

d. You will not use the Services or Materials to impersonate another person.

e. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Wordex without our express written permission.

f. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.

g. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Wordex user to access the Services.

h. You will not access the Services through automated methods.  The Services may only be used or accessed through an electronic device through manual control at all times.

i. You may not upload individual files larger than 20MB, except audio files which may be up to 168MB.

j. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.

k. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by Wordex.

l. You will not attempt to or actually override any security component included in or underlying the Materials or Services.

m. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Wordex’s infrastructure.

n. You will not publish Content, or links to Content, that is:

i. Pornographic, sexually explicit, or violent.

ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).

iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.

iv. Breaches another’s privacy.

o. You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).

p. You verify that your country of residence is the same as your billing address.

Wordex may determine in its sole discretion whether or not an account is in violation of any of these policies.  Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user.  Offending users may be permanently restricted from holding an account or using the Services.  If Wordex reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased.  We may also report you to law enforcement officials in the appropriate jurisdictions.

9. Selling Through Wordex

Some of our Services and Materials may offer you the opportunity to sell or purchase goods and services through sites hosted or designed by Wordex (such goods and services, “Commerical Products”).  We are merely providing the platform for buyers and sellers to negotiate and complete transactions for these Commercial Products.  When a buyer purchases Commercial Products, payments will be processed through our third party payment service provider.  Buyers of Commerical Products will be provided a notice when entering their payment information directing them to the third party payment service provider’s terms of service and privacy policy.  These payment services are governed solely by the third party provider’s terms of service and privacy policy.  We are not responsible for the actions of these third party service providers.  In addition to the other rules and requirements described in this Agreement, you must follow the rules listed below when offering, selling or purchasing Commercial Products.

a. You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent.  Commerical Products sold using the Services must comply with all applicable laws.

b. You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.

c. You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.

d. You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition.  We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.

e. You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.

f. You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.

Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement.  If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.

10. Fees

a. All packages: Private, Corporate, Developers accounts are provided with 12 months hosting included. You may manually renew Wordex services by submitting payment through the website upon accounts renewal date. Wordex does not charge your credit card automatically or sends you an invoice. You will receive expiration notification one month prior to expiration date. If you decide to continue using Wordex services, you will be required to submit a manual payment through your user account.

b. You can opt to upgrade or downgrade your service agreement to any other contract agreement that Wordex is currently offering for sale at any time during your contract term.  In the event of a contract downgrade, a discount credit will be issued to your Wordex account for the difference in the cost of the two contracts over the remainder of your original contract term.  This credit can be applied to future months of service with Wordex, and is in no way transferable to a cash refund.

c. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your website manager interface or via Wordex’s support addresses.  Any cancellation issued via your website manager interface must be done at least one (1) day prior to the end of the contract term. Any cancellation not issued via the website manager interface must be done three (3) days prior to the end of the contract term to allow for adequate processing time.

d. Only Services and features clearly indicated as “free” or “no charge” are free or without charge. It is not the responsibility of Wordex to provide free support for you in the use and operation of Wordex. All other applications, features, functionality and support provided by Wordex and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.

e. If you registered for a trial use of the Services (“Trial Period”), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period

f. If you purchase any Services that we offer for a Fee, you agree to Wordex, or our third party service providers, storing your payment card information.  You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts.  If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

11. Taxes

You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. Except for collecting EU VAT and remitting it to the EU, Wordex shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products.  When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.  Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. Wordex is required to collect Value Added Tax of the European Union (“EU VAT”) from non-taxable EU customers, therefore, EU VAT shall be charged to these customers on top of our Fees

12. Termination

a. Services may be terminated by us, without cause, at any time.

b. Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 10(c).

c. Wordex may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.

d. Notice of termination of Services by Wordex may be sent to the contact e-mail associated with your account. Upon termination, Wordex has the right to delete all data, files, or other information that is stored in your account.

13. ERRORS AND ACCESS TO SITE

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. WORDEX WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT WORDEX MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

14. Third Party Websites; Third Party Services; No Implied Endorsement

The Site may contain links to other web sites owned by third parties (“Third Party Sites”). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your Wordex account. Wordex is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Wordex account.

You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site.  You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service.  In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

15. DISCLAIMER OF WARRANTY

THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WORDEX AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NEITHER WORDEX NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES WORDEX OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, WORDEX IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.

FURTHER, WORDEX AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER WORDEX NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE,ITS SERVERS THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THIS AGREEMENT APPLIES SOLELY TO THE SITE.  AS PART OF THE SERVICES PROVIDED TO OTHER WORDEX USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”).  THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF WORDEX.  WORDEX IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON.  YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE.  THE HOSTING OF ANY THIRD PARTY SITE BY WORDEX DOES NOT IMPLY AN ENDORSEMENT THEREOF BY WORDEX, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITE.

16. LIMITATION OF LIABILITY

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WORDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE WORDEX AND HOLD WORDEX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHTHE SITE.  YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

17. EXCLUSIVE REMEDY

IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS.  UNDER NO CIRCUMSTANCES SHALL WORDEX, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILBALE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

18. Termination/Exclusion

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion.  All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted.  We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Wordex has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.

19. Indemnification

You agree to indemnify, hold harmless, and defend Wordex and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Site or  the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services.  This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account.  You agree to fully cooperate at your expense as reasonably required by an Indemnified Party.  Each Indemnified Party may, at its election, assume the defence and control of any matter for which it is indemnified hereunder.  You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

20. Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement.  If you have a Wordex account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication.  We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.

21. Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the Republic of Latvia without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the Republic of Latvia.  The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state court located in United Kingdom and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

22. Privacy

We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Site are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you.  You acknowledge and agree that your submission of such information is voluntary on your part.  Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.

23. Other

You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Wordex as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law.  Accordingly, you agree that Wordex shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Wordex in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.

In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Wordex, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.

24. Terms You Must Post on Your Site

You are responsible for drafting the terms of use and privacy policy for any website hosted by us for you as part of the Services (your “Hosted Site”).  However, the terms of use for your Hosted Site must designate us a third party beneficiary and must contain intellectual property, limitations of liability, limitations of remedy, disclaimers of warranty and indemnification provisions each for the benefit of Wordex which are at least as favourable to Wordex as contained in this Agreement.  You are also responsible for drafting the privacy policy for your Hosted Site.  Your Hosted Site’s privacy policy must contain terms that are at least as protective of a user’s privacy as those contained in this Agreement.

You agree to indemnify and hold harmless Wordex and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorneys’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your Hosted Site, including the purchase, sale or other distribution of Commercial Products.

25. Miscellaneous

a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

b. If we fail to enforce any of this Agreement, it will not be considered a waiver.

c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.

d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.

e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

f. This Agreement does not confer any third party beneficiary rights.

g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Developer template license

LIMITED NON-EXCLUSIVE TEMPLATE LICENSE 

This license agreement (“License”) governs the use of Wordex template source code (the “Template”). If an individual (“you”) downloads, runs, installs, or otherwise uses the Template, you accept the terms of this License. If you do not accept these terms, you may not download, install or use the Template, and you must uninstall and permanently delete any copies you have made of the Template.

1. Definitions

  • The “Company” is Softjet Nigeria Limited.
  • The term “Wordex Platform” means the products and services currently offered by the Company through www.WordexPlatform.com.
  • The “User” is any user of the Template or a Template Work.
  • “Template Work” means any derivative work based upon the Template.
  • The terms “reproduce,” “reproduction,” “derivative works,” “distribute,” and “distribution” have the same meaning here as under United States Copyright Act of 1976, as amended.
  • You, the Users and the Company may be referred to in this License individually as a “party” and collectively as the “parties.”

2. Grant of Rights

Subject to the terms of this License, the Company hereby grants you a personal, non-transferable, revocable, non-exclusive, non-sub licensable limited license to (i) download, copy, modify, and display the Template, (ii) create Template Works, and (iii) distribute the object code versions of Template Works to third party Users.

All rights not expressly granted in this License are reserved by the Company and no licenses are granted by implication or estoppel.

3. Conditions and Limitations

Wordex Platform – The Template and any Template Works may only be operated, run, and installed on the Wordex Platform, and all Users of the Template and any Template Works must enable the “developer feature” (as set forth in the Wordex Platform) as a condition to such Users’ continued use of the Template and any Template Work.

Ownership – This License does not grant you any rights to the Company’s name, logo, or trademarks. As stated in Section 2, you have the right under this License to create and distribute the Template Works to third parties. You own the Template Works you create, but the Company retains all ownership, title and interest in the Template. Use of any Template Work is subject to the restrictions contained in this License. All rights not expressly granted in this License are reserved by the Company and no licenses are granted by implication or estoppel.

Restrictions on Use – Except as expressly permitted in this License, you shall not, directly or indirectly, (i) use the Template or any Template Work for any purpose which may be deemed by the Company, in its sole discretion, to be competitive or in conflict with the Company’s business or the Wordex Platform, or (ii) disable or circumvent any access control or related device, process or procedure established with respect to the Template.

Distribution – If you distribute a Template Work, you must, in connection with such distribution, (i) display a prominent link to this license, (ii) retain all copyright, trademark, and attribution notices that are present in the Template, any Template Work and any associated files, and (iii) require that all Users agree to be bound by the terms of this License with respect to such Template Work prior to using, downloading or installing any Template Work.

Applicable Law – You and all Users shall use the Template and any Template Work in compliance with all applicable laws, notices, rules and regulations, including, without limitation, all laws, notices, rules and regulations relating to the import and export of software and technical data. The Template and any related documentation are “commercial items,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire such products with only those rights expressly set forth in this Agreement.

4. Termination

The Company may terminate this License in its discretion at any time upon notice to you or by placing a notice of termination on the Company’s website. Upon such termination, all rights and licenses granted to you and any Users under this License will terminate and you must uninstall and/or destroy any copies of the Template. The terms of Section 3 (Use Limitations), Section 4 (Termination), Section 5 (Disclaimers), Section 6 (Limitation of Liability), Section 7 (Indemnification) and Section 8 (Miscellaneous) will survive such termination.

5. Disclaimers

THE TEMPLATE IS MADE AVAILABLE “AS IS” AND WITH ALL FAULTS. THE COMPANY HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER RELATING TO THE TEMPLATE AND ANY TEMPLATE WORK. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE TEMPLATE WORKS ARE PROVIDED TO YOU AND ANY USERS “AS IS”, WITH NO OTHER WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. FURTHER, THE COMPANY DOES NOT WARRANT THAT EITHER THE TEMPLATE OR TEMPLATE WORKS WILL BE ERROR-FREE, COMPLETELY SECURE, OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION. You may have additional consumer rights under your local laws which this License cannot change. The above disclaimer is made to the extent permitted by applicable law.

The Company does not provide technical support for the Template or any Template Works. Without limiting the above disclaimer, it is your responsibility and the responsibility of the User to ensure that the installation of a Template and/or any Template Work will not overwrite or damage the current or pre-existing materials or systems of the User.

6. Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR LOSS OR DAMAGE OF LOST PROFITS OR REVENUES OR LOST DATA OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, COST OF SUBSTITUTE GOODS OR SERVICES, INDIRECT OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS LICENSE OR FOR ANY CLAIM MADE BY A USER OR OTHER THIRD PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF SUCH CLAIM. THE TEMPLATE AND THE RIGHT TO CREATE AND DISTRIBUTE TEMPLATE WORKS ARE BEING PROVIDED BY THE COMPANY AT NO ADDITIONAL CHARGE. IN NO EVENT WILL THE COMPANY’S TOTAL, AGGREGATE LIABILITY TO LICENSEE OR ANY USER ARISING FROM OR RELATED TO THIS LICENSE (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, MISREPRESENTATION, AND OTHER CONTRACT OR TORT CLAIMS) EXCEED $500.00.

7. Indemnification

Users shall defend, indemnify, and hold harmless the Company, its affiliates, and its and their officers, directors, employees, and agents from and against any and all costs, damages, and liabilities (including reasonable attorneys’ fees) related to any claims, actions, suits or proceedings arising from or related to your (i) exercise of the license granted in Section 1, (ii) your use of the Template and/or any Template Work, or (iii) the use of the Template or any Template Work distributed by you.

8. Miscellaneous

The formation, interpretation, and performance of this License and any disputes arising out of it shall be governed by the substantive and procedural laws of Republic of Latvia without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the Republic of Latvia. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in United Kingdom, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this License. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this License. You acknowledge and agree that any breach or threatened breach of this License would cause the Company irreparable damage for which the recovery of money damages would be inadequate and that the Company may therefor obtain timely injunctive relief in any court of competent jurisdiction to protect its rights under this License in addition to any other legal remedies the Company may have.

If any provision of this License is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law; the remainder of this License shall remain in full force and effect. A waiver by either party of any term or condition of this License, or of any breach of this License, will not waive such term or condition or subsequent breach. This License may be amended at any time by the Company. You should check the Company’s website from time to time to make sure you have the latest version of this license. You may not assign or otherwise transfer this License ’and any assignment in violation of this License will be void. This License shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns and represents the party’s entire understanding regarding the Template and any Template Work. The parties are independent contractors for all purposes under this License. Information exchanged between the parties will be governed by the Company’s Privacy Policy available here. All use of the Wordex Platform will be governed by the Company’s Terms of Use available here. This License constitutes the parties’ complete agreement regarding the Template and Template Works, superseding any prior oral or written communications, representations or agreements.

 

Domains terms of service agreement

For the Wordex Domain Name Registration Services (the “Services”), along with the Services Agreement located at www.WordexPlatform.com/terms-and-conditions/, the following additional terms and conditions also apply, collectively, (the “Agreement”):

SERVICES

Upon Customer’s request and further subject to this Agreement, Wordex will register an Internet domain name or renew the Customer’s registration of an existing domain name (the “Domain Name”), on behalf of Customer, with a registrar selected by Wordex (the “Registrar”). Beginning on March 31, 2012, the Registrar for the Services shall be Tucows, and all new registrations and subsequent renewals of those registrations will be subject to the Tucows terms and conditions, located at http://www.tucowsdomains.com/ (the “Registrar Terms”).

GENERAL TERMS

Your use of the services provided by Wordex serves as your consent to the terms of this Agreement. Wordex will update this Agreement from time to time, usually to reflect new obligations and policies arising from the introduction of new services. It might also be updated to modify or clarify existing obligations and policies. You should visit this page from time to time to review any changes. We may notify you if this Agreement changes, or we may not. Any notification of any changes would be purely a courtesy and are not required by this Agreement.

TERM AND RENEWALS

The Term of this Agreement is twelve (12) months. When you renew your services with us, this Agreement will be renewed for additional 12 month periods, coincident with the term of your services. On the day prior to the renewal date of your domain name, we will attempt to renew your services for an additional year. If our renewal is successful, this Agreement will be extended for an additional 12 months. If you do not wish to continue service for a domain name beyond its current period, you must explicitly cancel the service.

FREE DOMAIN NAME

Wordex may provide one (1) free domain name with a new purchase of an annual or bi-annual subscription plan. This domain will be included for the lifetime of your Wordex account, and the domain name will be registered in your name and is yours to keep. Wordex cannot assure domain name availability. This offer is not valid on domain renewals or transfers. The free domain name applies only to certain TLD’s (.com, .net, .org, .info, and .biz) when signing up for a new plan. Should your account become inactive during the first sixty (60) days of the domain registration year, any account credit you receive will be reduced by $10 for that year’s domain registration. You may not transfer a domain name within 90 days of registration. Domain name registration orders are subject to Wordex Domain Name Registration Terms and Conditions.

BILLING & CONTACT INFORMATION

Maintaining accurate and current billing information is a mandatory condition of maintaining your Wordex account. If you do not maintain current credit card information in your Wordex account, we may cancel your services without further notice. If your billing information is not current, we will not renew your services, and this Agreement will terminate on the last day of the then current term. Your right and title to your domain name also allows you to transfer your domain name to another party. Regardless of the identity of the registrant or any other contact information in your domain name records, any domain name registered through Wordex using your Wordex account is covered by the terms of this Agreement. You are responsible for ensuring that the terms of this Agreement are met.

The billing descriptor on your credit card statement will appear as WEP 18775652846.

Wordex needs to be able to contact you easily and quickly. You are responsible for ensuring that Wordex has accurate and current contact and billing information for you, including your full and real name, postal address, e-mail address, and voice and facsimile telephone numbers. You also must provide similar accurate and current contact information for all contacts in each field of your domain name registration record. Similarly, if you need to reach Wordex, you may contact us at:

E-Mail to info@wordexplatform.com.

TIMELY PAYMENT

Your right and title to your domain name is for a finite period of time, measured by the term of your registration. If you do not pay your fees within thirty (30) days of the due date, we will close your account and terminate this Agreement. If your account is closed for non-payment, right and title to any domain name previously in your account will transfer to Wordex and a cancellation surcharge of $175 per domain name cancelled plus applicable renewal fees may be levied on your account.

RECOVERING A DOMAIN NAME AFTER EXPIRY

It may be possible to recover a domain name after it has expired. Renewal of a domain name after its expiry is subject to a Redemption Recovery fee of $175 plus any applicable renewal fees and taxes. It may not always be possible to renew a domain name after its expiry and Wordex has the sole and final word in determining when a domain name can be renewed post-expiry and what fees will be applicable.

If you forfeit a domain name for non-payment, Wordex will have the right, in its sole discretion, to (a) register and use the domain name for its own purposes; (b) sell or transfer the domain name to a third-party; or (c) delete the domain name and allow any new registrant anywhere in the world to register the domain name anew. Further, you agree that Wordex may charge the credit card you have on file with Wordex to recover any amounts outstanding on your account.

CANCELLING & TERMINATION

You may end this Agreement at any time and for any reason by canceling your Wordex services. Wordex can also end this Agreement at any time and for any reason. If you terminate this Agreement, you will not receive a refund for any fees already paid. If Wordex terminates this Agreement, Wordex will provide you with written notice, either via postal service, or email. Wordex may, in its sole discretion, refund any unused portion of your subscription fee, and if applicable, assist you in transferring your domain name to another registrar. You may not transfer a domain name within 90 days of registration.

THIRD PARTY TERMS

Wordex is permitted by the Internet Corporation for Assigned Names and Numbers (“ICANN”) and many domain name registries to register domain names on your behalf only on the condition that Wordex requires you to agree to certain additional terms, conditions and fees. These additional terms, conditions, and fees are listed in the “OpenSRS Registrant Agreement – Exhibit A” (“Third-Party Terms”). The Third-Party terms are part of this Agreement, and you are bound by them just as if they were included here. In the event that this Agreement is inconsistent with any provision of the Third-Party Terms, the Third-Party Terms shall prevail.

COMPLAINTS & LEGAL CHALLENGES

Sometimes domain name registrations become the subject of a legal challenge. If Wordex is made a party to any legal action by virtue of one of your domain name registrations, you agree to be responsible for all of Wordex’ costs and legal fees and to indemnify and hold Wordex harmless from any action. If Wordex is notified that a complaint has been filed with a judicial or administrative body regarding your domain name, Wordex may, at its sole discretion, (a) suspend your ability to use, make modifications to, or transfer your registration records and/or (b) deposit control of your registration record with the appropriate judicial entity by supplying a registrar certificate from us.

RIGHT TO LIMIT QUANTITIES PURCHASED

We reserve the right to limit quantities purchased to normal retail purchases. From time to time we may limit the number of domain names, email addresses and other services you may purchase from us at the published price. You agree that we may do so in our sole discretion and that our decision concerning any limitations is solely ours.

JURISDICTION

This Agreement is governed by and will be enforced in accord with the laws of local courts in United Kingdom. Any action brought against Wordex arising out of or relating to this Agreement must be brought in the courts of United Kingdom, and you consent to the exclusive jurisdiction of such courts.

LIMITATION OF LIABILITY

You agree that our entire liability, and your exclusive remedy, with respect to any services provided under this Agreement and any breach of this Agreement is solely limited to the amounts you have paid us. Wordex and its directors, employees, affiliates, subsidiaries, agents and third party providers, ICANN and the applicable registries shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.

We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data miss-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

DISCLAIMER OF WARRANTIES

You agree that your use of our services is solely at your own risk. You agree that such services are provided on an “as is,” “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the service or as to the accuracy or reliability of any information obtained through the service or that defects in the service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

We make no warranty regarding any goods or services purchased or obtained through the service or any transactions entered into through the service. No advice or information, whether oral or written, obtained by you from us or through the service shall create any warranty not expressly made herein.