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Terms and Conditions – Fernleaf Systems Limited (Common)

Last Updated: 2018-04-25

A Legal Agreement

These terms and conditions (“Terms”) are a legal agreement between you, either an individual or a single legal entity (“You”) and Fernleaf Systems Limited (“Us”, “We”).

These terms govern the use of any of the products and services provided directly by Fernleaf Systems Limited. It includes all of the websites (“Sites”), any of the software, including any future updates and any accompanying written documentation (“Software”). Collectively, the Software, the Sites, and the Services may also be referred to as the “Products”.

By clicking “I Agree” or other equivalents and similar buttons or checkboxes, or by using any Products, you agree to these Terms. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.

If you do not agree to these Terms, then do not indicate acceptance and do not use the Products.

Company, Service, and Product Names

‘Fernleaf Systems Limited’ is the registered legal entity with which you enter into this agreement.Throughout this document, or any supplemental documents as provided by any products or services, this name may be used interchangeably with Product names.

These names may be used interchangeably but they refer to the one registered entity: Fernleaf Systems Limited.

Supplement Terms

Please note that these are the common Terms for all Products from Fernleaf Systems Limited, and will be linked to by all respective product for which there are additional/supplemental Terms.

To access the supplemental Terms for these products, please follow the links below:

Privacy and Data Policy

All Products of Fernleaf Systems Limited adhere to the Common Privacy Policy.

Each individual Product may or may not have supplemental Privacy Policies. These will be explicitly provided and detailed if this is the case.

Acceptance and agreement with these Terms implies acceptance and agreement with all terms and policies detailed in the Common Privacy Policy and any and all supplemental Policies.

Our Data Policy may be found here.

E.U. General Data Protection Regulation (GDPR)

Fernleaf Systems Limited is committed to full and comprehensive compliance with both the spirit and to the letter of the E.U. GDPR Regulations.

Further details of our GDPR compliance and procedures may be found in our Common GDPR Statement.

Passwords & Security

You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts where applicable. You must notify Fernleaf Systems Limited immediately of any unauthorized use of your accounts or any other security breach related to the Service. If Fernleaf Systems Limited determines that a security breach has occurred or is likely to occur, Fernleaf Systems Limited may suspend your accounts and require you to change your usernames and passwords.

Use of Services & Software

Subject to these Terms, Fernleaf Systems Limited grants you a limited, non-exclusive, non-transferable and revocable license to access the Site and use the Services and Software. You acknowledge that certain third party code may be provided with the Software and that the license terms accompanying that code will govern its use.

You acknowledge that Fernleaf Systems Limited or third parties own all rights, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in these Terms, Fernleaf Systems Limited and its licensors retain all rights in the Products, and no implied licenses are granted to you.

You specifically agree that you will not, nor will you permit another person to:

  • sub-license, lease, rent, loan, transfer or distribute any portion of the Products unless given permission by Fernleaf Systems Limited;
  • modify, adapt, translate or create derivative works from the Products unless given permission by Fernleaf Systems Limited;
  • decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products unless given permission by Fernleaf Systems Limited; or
  • remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Site.

Use of Open Source Software

Acquisition in any manner of any software distributed by us with the intention of being distributed by us, will have the appropriate licensing included with it.

Software without such explicit licensing included is deemed to not be distributed by us and therefore is not one of our Products and is not subject to any Terms provided herein.

Acquisition or use of any of our Products without acceptance of these Terms falls wholly outside of any jurisdiction or warranty of Fernleaf Systems Limited.

In the case of WordPress plugins, themes and extensions, these are and will be licensed under the GNU General Public License (http://www.gnu.org/licenses/gpl.html) version 2.0 or later.

Ownership

All Products are property of Fernleaf Systems Limited. Claiming any type of intellectual or exclusive ownership rights of our products is strictly prohibited.

Our Products are provided “as is” without warranty of any kind, expressed or implied. We shall not be liable for any damages, including but not limited to, direct, indirect, special, incidental or consequential damages or losses that occur due to the use or inability to use our plugins.

Account & Fees, Subscriptions & Automatic Renewal

Fernleaf Systems Limited Products are sold as automatically recurring subscriptions that renew each year or month on the anniversary of the purchase date. This applies to all paid-for Product licenses unless explicitly stated otherwise.

This subscription will automatically renew at the end of the annual/monthly license term unless the purchaser (i.e. You) cancels their subscription prior to the automatic renewal date.

Please note the following details of Fernleaf Systems Limited Product license subscriptions (note that where annual licenses are details, the same terms apply to Products with a monthly subscription):

  • Subscription renewals are automatically processed on the anniversary of your original purchase. The license renewal will continue and remain valid for each one (1) year unless the subscription is cancelled prior to the renewal date.
  • You may cancel your subscription at any time from your Account page on the same website as you made the initial purchase subscription
  • If you choose to cancel your subscription you will no longer receive updates and support for the Product when your license expires.
  • The renewal price will be the full plugin price as published at the time of initial purchase, exclusive of any discounts.
  • Grandfathered pricing: If you choose to cancel your subscription, and your renewal price is lower than the current listed price for the Product license (a “grandfathered” price), the lower renewal price will no longer be available to you.
  • If you choose to renew your subscription after it has been cancelled and your Product license has expired, you will be charged the current listed price for the Product license. We cannot apply older or grandfathered pricing to your new renewal purchase.
  • We cannot grant refunds on renewal payments. You may use the time leading up to the renewal date as the opportunity to cancel your subscription before the renewal payment is automatically processed.
  • If you choose to cancel your subscription your license will expire on the anniversary of the original purchase, and you will no longer receive updates and support for the One Dollar Plugin extensions you have purchased.

Refund Policy

We firmly believe in and stand behind our products 100%, but we understand that they cannot work perfectly for everyone all of the time. If you would like to request a refund, please open a “Refund Request” support ticket.

When requesting a refund, we respectfully ask that you meet the following refund policy conditions.

Eligibility conditions for a refund request:

  • You are within the first 30 days of the original purchase of the plugin.
  • We cannot grant refunds after the first 30 days of the original purchase.
  • We cannot grant refunds on renewal payments. We will send you an email prior to your automatic renewal, and you may use this opportunity to cancel your subscription before the renewal payment is automatically processed.
  • You have purchased the Product/subscription, and after installing/testing the Product, have found that it will not work for your business or required setup.

Refunds will be offered at our sole discretion.

By purchasing Product from us, you agree to this refund policy and relinquish any rights to subject it to any questions, judgment or legal actions. We are not liable to cover any differences in exchange rates between the time you purchased and the time you are refunded.

Email Marketing

We may occasionally send you emails related to the purchase of product(s) from our company. We may also send you occasional email newsletters relating to Our Product updates, promotions, and the like. We will never sell or release your email to any third party vendors. You may opt out of these emails at any time without penalty.

You will only ever receive such communications from us if you have explicitly and actively opted in to receive such communications from us.

For further information on your rights in this regard, please review our Privacy Policy and GDPR Statement.

Website & Plugin Content

All content found on websites owned and operated by Fernleaf Systems Limited, and throughout the Products including images, documentation, support queries and any other information is property of Fernleaf Systems Limited and may not be redistributed without permission or consent.

Price Changes

We reserve the right to modify, change, cancel or upgrade a Product price/subscription and/or license key without prior notice or consent. Prices of all products are subject to change without prior notice or consent.

Support

Support for Products and Subscriptions are electronic based and the Help Desk may be used to express opinions, suggestions, requests for help, and other such support requests.

There is no premium level support offered and Fernleaf Systems Limited does not guarantee compatibility with your websites and your systems.

Fernleaf Systems Limited never guarantees that your support questions will be answered either within a particular time period, or at all. Fernleaf Systems Limited however will make take a best effort approach to address all problems and concerns presented and will offer support to the best of their ability.

If you have either a Free Trial Account or Paid Account, you have exactly the same access to support, unless and until you have purchased a premium product that may be offered, such that provides for a specific level of support that differs from that laid out in these Terms.

Your account may, at the sole discretion of Fernleaf Systems Limited, be suspended, un-suspended, or deleted at any time when it is suspected to be in violation of these Terms or suspected to be relating to fraudulent or abusive activity of any kind. Fraudulent and Abusive activity may constitute, but are not limited to:

  • fraudulent payments for Paid Account services.
  • abuse of the software, products and usage.
  • sharing of accounts with other people, e.g. multiple logins from multiple locations
  • attempts at attacking/hacking/cracking the service or any of the related Fernleaf Systems Limited infrastructure.

Further, Fernleaf Systems Limited has a zero-tolerance policy and approach to exhibitions of abusive and/or threatening behaviour to other users or its own staff.

Compliance with Laws & Acceptable Use

You are solely responsible for your conduct related to the Service and any backup data you store on the Service. You specifically agree that you will not use the Products to:

  • violate any laws or regulations;
  • infringe the intellectual property or other rights of third parties;
  • transmit any material that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.

Intellectual Property Protection

Fernleaf Systems Limited respects the intellectual property of others and requires that users of the Service do the same. When you use the Products, you may not upload, store, share, display, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. In appropriate circumstances, Fernleaf Systems Limited will terminate the accounts of repeat infringers.

User Indemnity

This indemnity obligation will survive the termination or expiration of your account and these Terms. You agree to defend, indemnify, and hold Fernleaf Systems Limited and Host Like Toast, its suppliers, resellers, partners and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:

  • your use of the Products;
  • your violation of these Terms;
  • your violation of any third party right, including any intellectual property right; or
  • any claim that use of your backup data caused damage to a third party.

Changes to The Service & Terms

Fernleaf Systems Limited reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part, without notice. While not obligated to do so, Fernleaf Systems Limited will use commercially reasonable efforts to notify you of any such action by sending you an e-mail, an in-client message or by posting relevant information on the Site. Fernleaf Systems Limited reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately.

Term & Termination

These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services. You may terminate your account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. If you have a Free Account, Fernleaf Systems Limited may terminate your account and these Terms immediately and without notice if your computer fails to access the Services for more than thirty (30) days or you fail to comply with these Terms. If you have a Paid Account, Fernleaf Systems Limited may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices after ten days when due, or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access and restore your backup data. Also, you specifically agree that Fernleaf Systems Limited has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from Fernleaf Systems Limited systems.

Disclaimer of Warranties

All software, services, products, plugins sold and distributed by Fernleaf Systems Limited are done so in the hope that they will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Fernleaf Systems Limited, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, Fernleaf Systems Limited, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT Fernleaf Systems Limited, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS. IF YOU HAVE A PAID ACCOUNT OR ENTERPRISE ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF Fernleaf Systems Limited, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE TWO (2) YEAR PERIOD BEFORE THE RELEVANT CLAIM. IF YOU HAVE A FREE ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF Fernleaf Systems Limited, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO TEN UK POUNDS (£10). YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Fernleaf Systems Limited.

License Agreement

By purchasing our product(s), you indicate and consent that you have read and agree to the Terms & Conditions listed and detailed on this page. We reserve the right to change or modify the current Terms and Conditions without prior notice or consent.

Severability

If any part of this agreement is declared unenforceable or invalid, all remaining clauses in this agreement shall remain binding on the customer.

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