WebsiteGear - Membership Agreement
This WebsiteGear Membership Agreement (the "Agreement") is a legal contract between the
customer ("You", "Your" etc) and WebsiteGear Inc. ("WebsiteGear"). The Agreement governs
your purchase and use of the various online tools and services, whether fee-based or free
of charge, offered on WebsiteGear's website (each a "Service"). Your use of the Services
is conditioned on your acceptance of this Agreement. The customer accepts and agrees to
be bound by all the terms and conditions of this Agreement, as well as any additional
terms specific to the particular Services for which you register. Such additional terms
may be found in the Agreements & Policies section of WebsiteGear's website, and shall be
considered a part of this Agreement with respect to the Services they cover. Since this
is a binding legal agreement between you and WebsiteGear, please print a copy of this
Agreement for your records.
1. THE SERVICES
WebsiteGear will provide you with the Services for which you register on WebsiteGear's
website, subject to the terms and conditions of this Agreement. You acknowledge that the
Services may be offered in various separately priced service levels or packages
("Service Plans"), and you will only receive the Service Plans that you have registered
for, and for which you are paying all associated fees. With respect to free-of-charge
Service Plans, the fees referred to in this Agreement will be equal to zero dollars
($0.00). Descriptions of each Service, and the various Service Plans that are available
for each Service, are available on WebsiteGear's website.
You may upgrade to a higher Service Plan, if available, at any time during the term of
this Agreement by completing and submitting WebsiteGear's then-current upgrade request
form. Upon any such upgrade, you agree to pay the increased fees for that Service Plan
in accordance with this Agreement. Upgrade pricing for the subscription period in which
the upgrade occurs will be prorated in proportion to the number of days remaining in that
subscription period at the time the upgrade becomes effective.
WebsiteGear reserves the right to modify, enhance, or supplement the Services at any time
in its sole discretion, provided that those modifications do not materially and adversely
affect your rights or obligations under this Agreement.
2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with WebsiteGear
certain registration data, as requested by WebsiteGear's online registration form for the
Service. Such registration data shall include, but not be limited to, your name, email
address, country. WebsiteGear reserves the right, in its sole discretion,
to refuse any registration or Service activation request for any reason or no reason, and
shall not be obligated to provide any Service to you unless and until it has received payment
for the applicable fee. WebsiteGear's use of your registration information is governed by
3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.
(a) All of the registration information you supply to WebsiteGear is true, complete, and
accurate, and you will notify WebsiteGear of any changes to your registration data during
the term of this Agreement and submit updated information within twenty (20) days of any
(b) none of the sites where you put WebsiteGear code contains any:
- hate propaganda or material that encourages or promotes illegal activity or violence;
- content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
- material that promotes or utilizes software or services designed to deliver unsolicited email;
- material that violates any local, state, or national law or regulation;
- hacking code or uses automated scripts to generate high traffic;
- misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
- other material that WebsiteGear, in its sole discretion, deems inappropriate, including any violations of standards posted on WebsiteGear's website or sent to you by email;
(c) You will safeguard your account user name and password by not disclosing your password
to any third party, and you will assume responsibility for any and all harm or liability
attributable to you or any other person accessing your account or any Services with your
user name and password;
(d) You will treat any and all consumer information gathered for you or transmitted to you
(e) You will comply with all local, state, and federal laws and regulations governing your
actions under this Agreement; and
(f) You have full power and authority to enter into this Agreement and to perform your
Without limiting its other remedies, WebsiteGear may refuse or cancel your account or
Services at any time for any violation of the foregoing promises.
You agree to pay WebsiteGear any set-up fees and recurring subscription fees listed on
WebsiteGear's website for the Service Plans you select. Completion and submission of any
Service activation form authorizes WebsiteGear to charge the credit card specified in your
registration for all such fees and any related taxes corresponding to the selected Service.
Such charges will be made on a periodic basis, coinciding with the subscription period for
the selected Service (for example, monthly or annually). In order to avoid the full fee
for any new subscription period, you must cancel the Service BEFORE the new period begins.
Any failure to pay the amounts due under this Agreement will be a material breach of your
obligations under this Agreement. Without limiting any other remedies available to
WebsiteGear, YOU AGREE TO FULLY REIMBURSE WEBSITEGEAR FOR ANY COSTS AND EXPENSES THAT
WEBSITEGEAR MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.
Section 4.1 Price and Payment.
Customer shall pay WebsiteGear membership fees, in U.S. Dollars,
as indicated at http://www.WebsiteGear.com for the selected Service Plan(s) or, if a WebsiteGear
Written Agreement accompanies this document, as indicated by those terms. In addition to any Customer
may be charged non-recurring fees (e.g. setup fees) as indicated at this same Web site,
or as a WebsiteGear Written Agreement specifies.
WebsiteGear reserves the right to increase prices upon the expiration of the Customer's contracted
term. Price increases shall be posted on WebsiteGear's web site 30 days prior to taking effect.
WebsiteGear agrees to submit written notice to the primary email on record for the Customer
at least 30 days prior to taking effect.
Section 4.2. Method of Payment.
WebsiteGear accepts payment by Credit Card (Visa, MasterCard, Amex) or PayPal. If automatic billing
is chosen, you will be required to store a credit card in the account. You authorize WebsiteGear Inc. to
charge the membership fees periodically if automatic payment is selected. If paying manually by PayPal,
all charges and service fees (including returned check fees) will be determined by PayPal.
Section 4.3. Credit Card Chargebacks.
Anytime a Chargeback Request is received from our Merchant Bank, WebsiteGear Inc. reserves the right
to immediately suspend Customer's Account until the Chargeback Request has been formally resolved
between WebsiteGear and the Merchant Service Authority. This process may take up to, and possibly
more than a week. If you are disputing a billing error, WebsiteGear encourages Customer to first
contact WebsiteGear's Customer Service to resolve any discrepancies to avoid having Customer's
Account suspended upon notification of a Chargeback. WebsiteGear reserves the right to refuse
any additional service to Customer while a Chargeback Notice is pending investigation by the
Merchant Service Authority.
5. PRICING CHANGES AND OTHER MODIFICATIONS
WebsiteGear may change its Service fees, or any other terms of this Agreement, at any time by
updating the applicable pricing information or other terms posted on WebsiteGear's website.
New pricing terms will become effective beginning with the first full billing cycle after
WebsiteGear posts such changes to its website. Changes to terms not related to pricing will
become effective fifteen (15) days after such notification. If you do not agree to any changes
posted by WebsiteGear in accordance with this Section, you must cancel your account or the
affected Service as provided herein before the given changes become effective; otherwise you
will be deemed to have accepted and agreed to the changes.
6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on WebsiteGear's web pages applicable to a given Service, each Service
will be provided and billed on a periodic subscription basis, measured from the beginning of the
activation of the given Service. Some memberships will NOT be automatically renewed unless chosen by you.
You will be notified of the date when your service contract will expire (for paid services). It is your responsibility
to renew the service before the expiration date by making a new payment in advance for the next
contract cycle. If payment is not received by the expiration date, your service will be updated
to a free service.
At any time after activation of a Service, either you
or WebsiteGear may cancel that Service (or WebsiteGear may discontinue the Service completely)
by providing written notice to the other party, in which case the Service will terminate on the
date specified in the cancellation notice. If no date is specified, the Service will terminate
at the end of the then-current billing period (for paid Services) or calendar month (for free
Services). WebsiteGear also reserves the right to cancel any individual Service immediately
and without notice in the event that you breach any provision of this Agreement or any other
terms that apply to that Service.
7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that WebsiteGear accepts your initial
registration and will continue in force until terminated according to this section. Upon
cancellation of all active Services, or any time thereafter, either party may terminate
your account and this Agreement by written notice to the other party. WebsiteGear also
reserves the right to terminate your account and this Agreement immediately and without
notice in the event that you breach any provision of this Agreement. No refunds will be
available on account of any termination of this Agreement, except as expressly provided
in the Section entitled "Refunds" below. Sections 10 through 13 of this Agreement shall
survive and remain in effect notwithstanding any termination of this Agreement.
If WebsiteGear terminates this Agreement, your account, or any Service prior to the end of any
active subscription period, and if you have not breached any provision of this Agreement, then
you may request a partial refund of the fees that you have paid for that subscription period,
based on the number of days remaining in the subscription period at the time of such termination.
If your request is validly submitted in writing within thirty (30) days after such termination,
then WebsiteGear will issue the appropriate credit to your credit card.
Exceptions may be made, in the customers' favour, on a case-by-case basis.
9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, tags, HTML code,
computer programming, and other elements incorporated therein are the exclusive property of
WebsiteGear Inc. In addition, you acknowledge that WebsiteGear owns all right, title, and interest
in and to WebsiteGear's trademarks, trade names, service marks, inventions, copyrights, trade
secrets, patents, technology, software, and know-how related to the design, function, or operation
of the Service. Your rights to the Services are strictly limited to the rights expressly granted
in this Agreement.
10. THIRD-PARTY REFERENCES
WebsiteGear is not responsible for the availability of third-party web sites mentioned in this
site. WebsiteGear does not endorse and is not responsible or liable for any content,
advertising, products, or other materials that are available on or through such sites or
resources. WebsiteGear will not be responsible or liable for any actual or alleged damage or
loss caused or alleged to be caused by or in connection with use of or reliance on any
such content, goods, or services that are available on or through such sites or
11. DISCLAIMER OF WARRANTY
WebsiteGear makes no guarantees of any kind regarding the use or the results derived from
any Services in terms of dependability, accuracy, security, timeliness, availability,
reliability, or usefulness. The Services and all related materials are provided "AS IS"
without warranty of any kind. WEBSITEGEAR INC. HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WEBSITEGEAR INC. DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED
OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED
APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE,
SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL WEBSITEGEAR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME,
LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND
WHETHER OR NOT WEBSITEGEAR IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, IN NO EVENT WILL WEBSITEGEAR'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT
EXCEED THE AMOUNT RECEIVED BY WEBSITEGEAR FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3)
MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY
ARISES FROM ANY PARTICULAR SERVICE(S), THEN WEBSITEGEAR'S LIABILITY WILL BE LIMITED TO THE
FEES YOU HAVE PAID TO WEBSITEGEAR FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD.
Without limiting the foregoing, WebsiteGear is not responsible for any of your data residing on
WebsiteGear hardware. You are responsible for backing-up your data and information that may
reside on WebsiteGear's hardware or Network, whether or not such information is produced
through the use of the Service.
You agree to indemnify, hold harmless, and (at WebsiteGear's request) defend WebsiteGear
and its officers, directors, shareholders, and representatives from and against any and all
liability, damages, losses, costs, or expenses (including but not limited to attorneys'
fees and expenses) incurred in connection with any claim related to (a) your breach of any
term, condition, representation, warranty, or covenant in this Agreement; or (b) the
information you supply to WebsiteGear, including your
registration data. This obligation shall survive any termination of your relationship with WebsiteGear.
14. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is
to cancel your account or your subscription to the given Service according to this Agreement.
No refunds are available except as expressly provided in the Section entitled "Refunds" above.
This Agreement, along with WebsiteGear's other terms, conditions, and policies referenced
herein, constitutes the entire agreement between you and WebsiteGear with respect to the Services.
(located in the Agreements & Policies section of WebsiteGear's website), the Website Terms
of Use will govern your general use of WebsiteGear's website, and this Agreement will govern
your use of the Services in particular. If any part of this Agreement is held to be unenforceable,
that part will be amended to achieve its intended effect as nearly as possible, and the
remainder of the Agreement will remain in full force.
Failure or delay is due to circumstances beyond the party's reasonable control, including
without limitation, acts of any governmental body or failure of the software or equipment
of third parties. Except as provided otherwise herein, any notice given under this Agreement
will be made in writing by email and will be effective on the business day after it is sent.
You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your
account is part of the WebsiteGear network, and, consequently, you will receive periodic
announcements and information regarding WebsiteGear's services. You may request to be
removed from the network's news mailing list at any time.
If you have any questions about this Agreement or WebsiteGear's Services, please contact
WebsiteGear (http://support.websitegear.com/contact.asp). Thank you for choosing
WebsiteGear for your website tools. We look forward to doing business with you and
hope you find our services valuable.