By accessing or using our Website (“website”) or using but not limited to our website security plug-ins (“plug-in(s)”) or accessing any other website, software application or plugin that links to this Terms and Conditions of Use (collectively, “product(s)” or “service(s)”) by MS Design Graphics, LLC (hereinafter “MS Design Graphics”, “We”, “Us” or “Our”) or clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:
- You have read, understood, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at our website.
- You are at least 18 years of age to form a binding contract with MS Design Graphics.
You have the authority to enter into the Agreement personally and, if applicable, on behalf of any company, organization, or other legal entity you have named as the user during the MS Design Graphics account registration process and to bind that company, organization, or entity to the Agreement.
This agreement as a whole may be referred to as “Terms” or “Agreement” or “Contract” or “Terms and Conditions” or “Terms and Conditions of Use”. These Terms and Conditions of Use constitute a legally binding Agreement between you and MS Design Graphics, LLC, having its office in Volusia County, Florida, USA, regarding your use of our product(s) and/or our service(s).
“You” means you, along with your agents, employees, assigns, successors in interest, beneficiaries, and heirs. The terms “you” or “your” or “user” or “users” refer to all individuals and other persons who access or use our service(s), including, without limitation, any companies, organizations, or other legal entities that register accounts or otherwise access or use our product(s)/service(s) through their respective employees, agents, or representatives.
“GPL” means the GNU General Public License. MS Design Graphics’ plug-in(s) and/or extension(s) are licensed under the GPL. However, this Agreement includes additional permissions as defined in Section 7 of the GPL, and its Terms and Conditions also govern any Subscription purchased from MS Design Graphics, LLC (as defined in section below).
“Content” means your content or communications on your website(s) in the form of back-ups using our product(s) and/or our service(s), including literary content, image content, musical content, and videos and other such information on your website(s).
“Software” means any of our product(s) and/or our service(s) provided by MS Design Graphics, LLC, including but not limited to any plugin(s), add-on(s), or extension(s).
Any software provided by MS Design Graphics shall include, but not limited to, technology platforms such as website(s), plug-in(s), add-on(s), or extension(s), or any other product(s) and/or service(s), and proprietary software supplied by us that shall enable us to take backups, security, optimization and/or management of your website(s).
“Monthly Plan” or “Subscription” means a product and/or service (offered for Website Security, Maintenance, and Backup Plans as individually described on our website) purchased from MS Design Graphics, LLC, which has recurring fees billed to you, and may include a product license key, and requires you allow us access to your website(s) for us to take backups, security, optimization, and/or management of your website(s) as well as upgrades and support for the software to which it applies.
“Renewal Rate” means the purchase price for the product, ordinarily as indicated by MS Design Graphics, on the date and time of renewal.
“Support” or “Support Services” means the actions of us through our staff, in communication with you, to troubleshoot issues you may experience when using our product(s) and/or our service(s) during the term of an active Subscription.
“Commercially Reasonable Efforts” means those efforts that a reasonable person would make under the circumstances, limited to practices and steps that are commercially acceptable industry standards and typical in the ordinary course of software support and further limited to steps which require a time commitment which is reasonable and commercially acceptable industry standards and typical in the ordinary course of software support.
“Dependency” means any software without which the software cannot function and any developer or controller of such software.
“Event of Force Majeure” means any event beyond our control which prevents us from complying with our obligations under the Agreement, including but not limited to an act of God such as a natural disaster; the threat, declaration, or consequence of war; a riot, strike, or disorder (unless solely limited to our employees); or any act of terrorism.
“Device” includes but is not limited to mobile devices, computers, computer systems, laptops, and operating systems that are available via a web browser to Mac, Linux, Android, iOS, Windows.
“Intellectual Property Rights” means, and include without limitation, all copyrights, patents, trademarks, trade secrets, proprietary software, and other related rights pertaining to our product(s) and/or our service(s) and related documents and shall remain, the sole and exclusive property of MS Design Graphics.
“Third parties” include, but are not limited to, business partners, suppliers, sub-contractors, advertisers, advertising networks, analytics, search engine providers, and payment providers.
We stand by our products and services. Our products and services have been designed, developed, and tested in order to meet the personal and business demands of our clients, and we expect that it will perform to our clients’ expectations in most environments. However, because every client’s needs are different, we cannot and do not guarantee that our products and/or our services will work in every environment or be compatible with plug-ins, extensions, or themes not developed by us. If you find that our products and/or our services do not suit your needs, or if you are unsatisfied with it or any of our software, this agreement sets forth the extent and nature of your and our obligations with respect to troubleshooting, support, and refunds. For most users, problems can be resolved in less than a day by contacting us directly via email or via our contact form.
To use our product(s) and/or our service(s), you must:
- Be at least eighteen (18) years old.
- Complete the registration process.
- Agree to these Terms and Conditions.
- Provide true, complete, and up to date contact information.
- This Agreement requires payment with a credit card. All charges will be made via the SquareUp Payment Processing System. Should a card be declined all Backups, Security Monitoring, WordPress Platform/Theme/Plug-in Updates, and Website Content Changes will immediately cease until a valid credit card is provided and the outstanding balance is paid in full. In the case of a credit card being declined you understand that MS Design Graphics may at its discretion attempt to process the charge again within 30 days and agree to an additional $15 (USD) charge for each attempt declined which will be initiated as a separate transaction from the authorized recurring payment.
- You certify that you are an authorized user of the provided credit card account and will not dispute these scheduled transactions with your credit card company.
- You understand that this authorization will remain in effect in perpetuity, or you cancel it in writing, and you agree to notify MS Design Graphics in writing of any changes in your account information or termination of this authorization at least 30 days prior to the next billing date.
By using our product(s) and/or our service(s), you represent and warrant that you meet all the requirements listed above and that you will not use our software in a way that violates any laws or regulations. MS Design Graphics may refuse service(s), close accounts of any users, and change eligibility requirements at any time.
You will not modify, create derivative works of, decompile or otherwise attempt to extract source code and object code from us. You agree that you will not upload, share, or otherwise distribute any content that is against any clauses as mentioned in this Agreement.
You represent and warrant that you will not use our product(s) and/or our service(s) to:
- Upload or transmit content that violates the privacy, intellectual property, or other proprietary rights owned by us or any other party;
- Transmit viruses, Trojan Horses, worms, malicious code, or other harmful and/or destructive content;
- Violate this Agreement, or any applicable law or regulation, including without limitation to laws designed to regulate unsolicited email or other electronic advertising;
- Attempt to probe, scan, test, re-engineer or violate the security features of our product(s) and/or our service(s) or of any associated system or network, or to obtain unauthorized access to materials or other information stored thereon;
- Remove any copyright, trademark, or other proprietary notices from any portion of the product(s) and/or service(s);
- Use meta tags, hidden text or metadata with our trademark, logo, URL, and/or product or service name without our written consent;
- Use our user information to forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use our product(s) and/or our service(s) to send altered source-identifying information;
- Share your password, let anyone access your account or do anything that might put your account at risk, sell your username or otherwise transfer it for compensation;
- Encourage or help anyone do any of the things on this list;
- Attempt to interfere with the use of the product(s) and/or service(s) by any other manner not expressly mentioned above;
- Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the product(s) and/or service(s) or unduly burdening or hindering the operation and/or functionality of any aspect of the product(s) and/or service(s);
- Attempt to gain unauthorized access to or impair any aspect of the product(s) and/or service(s) or its related systems or networks;
- Commit or attempt to commit an act of money laundering or any other unlawful act in respect of product(s) and/or service(s) rendered.
We reserve the right to cooperate fully in any investigation by law enforcement officials of any violation of this Agreement. We also reserve the right to terminate your use of the product(s) and/or service(s) for violating any of the prohibited uses.
By purchasing a product, service, and/or subscription, you are allowing MS Design Graphics to download, install, and/or use the Software on your website. By using this website, you agree to be bound by this Agreement. If you disagree with any of these Terms and Conditions, do not purchase our product(s)/service(s), or software.
Terms herein that govern Subscriptions are in addition to and cumulative with the other terms in this Agreement. You agree to commit to the Monthly Fee Schedule for your chosen Subscription. All Subscriptions are valid in perpetuity to be charged monthly on the date of your purchase (for example: if you purchase a subscription on January 15, 2020, then your credit card will be billed on the 15th of each month thereafter). A valid and active subscription is required for automatic upgrades and support for purchased product(s) and/or service(s). At the end of each year, if you have not canceled your Subscription or opted out of automatic renewal, your Subscription will automatically renew, and you will be charged the current purchase price (as listed on our website) for your purchased Subscription. You may cancel your Subscription or automatic renewal by emailing us 30 days prior to the cancellation date. Cancellation automatically and immediately terminates your eligibility for any discounts or other benefits that may be associated with your Subscription.
Changes in Subscription Plans
We may change our fees at any time by posting a new pricing structure to our product(s) and/or our service(s) on our website and/or by sending you a notification via email.
What is Included
Your Subscription for Website Security, Maintenance, and Backups includes: constant website security (with reports provided to you as outlined in your chosen Monthly Plan); malware checks (as outlined in your chosen Monthly Plan); full website backups (as outlined in your chosen Monthly Plan); WordPress Platform, Theme, and Plug-ins updated (as outlined in your chosen Monthly Plan). Your Subscription includes website content additions and/or page modifications (as outlined in your chosen Monthly Plan). You use our product(s) and/or our service(s) at your own risk. We are not responsible for any harm, including but not limited to data loss, that may occur as a result of using our product(s) and/or our service(s), and our liability for harm resulting from your use of our product(s) and/or our service(s) is expressly limited as provided herein.
What is not Included
WordPress Lessons are not included. In-person and/or on-site visits are not included. Phone/Video meetings are not included. Consulting, or anything not specifically listed in this Agreement, is not included.
Expenses incurred on your behalf are not included in any fees and will be billed to you. Your approval of additional expenses will be sought prior to any action taken by us.
Additional website backups, beyond the number stated in your chosen Monthly Plan, will incur an additional fee of $25 (USD) per backup. You must provide a written request via email to MS Design Graphics at least seven (7) calendar days in advance of each requested additional backup. Additional backups will be invoiced on an as-needed basis.
Website content additions and/or page modifications that go beyond your chosen Monthly Plan’s contracted time will be billed on an as-needed per hour basis each month (at the hourly rate outlined in your chosen Monthly Plan).
Additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by you and provided by MS Design Graphics that do not fall within the scope of this Agreement will be billed separately at our full standard rate(s) according to the service category with payment due upon receipt.
If you are not subscribed to a monthly plan that includes pre-paid work-time then you must either pre-pay for work-time in order for us to make any website modifications, or you can upgrade your subscription to a monthly plan that does include pre-paid work-time for website modifications. You may pre-pay for work-time by purchasing one hour via our website. If you would like more than one hour of work-time, then please contact us.
Rush Website Security and/or Maintenance of 24 hours or less and projects requiring evening, weekend, and/or holiday work will be billed at $95.00 (USD) per hour, under the general heading “Emergency Work”. MS Design Graphics reserves the right to refuse any project or service request.
Updates to Services
MS Design Graphics may from time to time provide enhancements or improvements to the features/functionality of product(s)/service(s), which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
Updates may modify or delete certain features and/or functionalities of the services. You agree that MS Design Graphics has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of services to you.
You further agree that all Updates will be (i) deemed to constitute an integral part of the product(s)/service(s), and (ii) subject to the Terms of this Agreement.
You own the rights to the content you store with MS Design Graphics in order to use the product(s)/service(s) offered by us. We don’t claim ownership over any of it. However, by sharing, storing, or transferring content to us, you give us permission to use your content solely to do the things we need to do to provide our product(s)/service(s) to you, including but not limited to taking backups, security, optimization and/or management of your website(s), and/or storing, and displaying your content. Copyrights to existing website documents and/or graphics held by other parties shall not be changed, even though they may be altered by MS Design Graphics, unless by specific agreement.
We will never sell your content to third parties without your explicit permission. We will maintain the confidentiality of Client’s source materials, technical and marketing plans and all other sensitive information.
You’re responsible for the content you submit by using our services and assume all risks associated with it, including anyone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights. You represent that you own or have the necessary rights to post the content on our services and that doing so does not conflict with any other licenses you have been granted.
The content displayed on the services is copyrighted property. Similarly, the services name and its original content, features and functionality are owned and are protected by copyright, trademark, patent and other intellectual property rights. Copying, distributing, modifying, or creating derivative works of our services without our written permission is strictly prohibited.
Neither your use of the product(s) and/or service(s) nor this Agreement grants you any right, title or interest in our copyrights, trademarks and patents or the intellectual properties so owned by us.
MS Design Graphics’ trademarks and/or service marks may not be used in connection with any product or service that is not provided by us, in any manner that is likely to cause confusion among customers or users of the website(s), tarnishes or dilutes the marks, or disparages or discredits MS Design Graphics.
Our product(s) and/or service(s) include a user interface that allows us to take backups of your WordPress website(s). You are granted a limited right to use those services only in accordance with these Terms and Conditions of Use.
You agree to indemnify, defend, save, and hold harmless us and our agents and staff and to assume all liability for any harm resulting from the Software, any modification, and your conveyance.
You are prohibited from using the Software, MS Design Graphics, LLC, or the names or likenesses of its agents or staff for any publicity purposes unless you obtain our express written permission.
All rights to our trademarks, trade names, service marks, and copyrighted materials are expressly reserved. You may not copy, distribute, or otherwise infringe upon our intellectual property without our express written permission.
We may use third-party vendors to enable us to provide contracted product(s) and/or service(s) to you. We may use qualified subcontractors under our supervision for any and/or all work on this project.
The services may contain links to third-party websites (“third-party websites”) and apps (“third-party apps”) and advertisements (“third-party advertisements”, collectively, “third-party websites and advertisements”).
When you click on a link to a third-party website, third-party app or third-party advertisement, we will not warn you that you have left our websites, server or services and we will not warn you that you are subject to the Terms and Conditions (including privacy policies) of another website or destination. Such third-party websites and advertisements are not under our control. We are not responsible for any third-party websites, third-party applications, or any third-party advertisements.
We provide these third-party websites and advertisements only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to such third-party websites and advertisements, or their products or services.
You use all links in third-party websites and advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any third-party websites or third-party apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You acknowledge and agree that our product(s) and/or our service(s) are not responsible or liable for: (i) the availability or accuracy of such links, websites/apps or any other resources; or (ii) the content, products, or services on or available from such links websites/apps or resources.
MS Design Graphics may give notice by means of a general notice on our product(s) and/or our service(s) via electronic mail to your email address, you may give notice to MS Design Graphics via electronic mail via our contact form or emailing us directly.
Emails and Promotional Codes
You agree that we may send you email communications as part of the normal business operation of your use of our product(s) and/or our service(s). You may opt-out of receiving such communication by writing to us via our contact form. You acknowledge that opting out of such communication may impact your use of our product(s) and/or our service(s).
MS Design Graphics may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to our product(s) and/or our service(s) and/or a third-party provider’s services, subject to any additional Terms that MS Design Graphics establishes on a per promotional code basis (“Promo Codes”).
Pricing and Billing
We reserve the right to change pricing at any time for any or for no reason. We reserve the right to not honor typographical errors which may cause incorrect pricing on the website. Subscriptions are perpetual. Expenses incurred on your behalf are not included in any fees and are automatically billed to you. Your approval of additional expenses will be sought prior to any action taken by us.
You warrant that information provided to us with respect to your identity and contact and billing information is correct and accurate, and you undertake a continuing duty to maintain accurate records with us. Failure to maintain accurate contact information may result in diminution of services including but not limited to Support Services and access to the Software, and we reserve the right to immediately terminate without refund your Subscription in the event of fraud or misrepresentation.
Payment and Commercial Terms
You authorize regularly scheduled charges to your credit card. You will be charged the amount indicated in your chosen Monthly Plan for each billing period. A receipt for each payment will be emailed to you and the charge will appear on your bank statement as an “SQ, MS Design Graphics, LLC”.
You agree to pay all per-use Subscription Fees or fees associated with your usage, as appropriate (“Subscription Fees”). All subscriptions paid through third parties are subject to the third party’s Terms and Conditions of Use, and we will not be responsible for anything contained therein. You are responsible for payment of any sales or use taxes associated with the Subscription Fees or your use of our services.
If, for any reason, your payment is not received by MS Design Graphics, your subscription may be suspended until we receive the said payment applicable to your usage of our services. Subscription payments are non-refundable.
The scope of our support services is outlined in your chosen Monthly Plan.
Support Services for purchased product(s) and or service(s) are available via our contact form for all accounts for which there is a current and active subscription. If you wish to receive support at any time, you must purchase or renew your subscription for our product(s) and/or our service(s). Support is not available for accounts without an active subscription. If a purchased product and/or service is discontinued, MS Design Graphics, LLC, may, at its sole discretion, offer a replacement or other product and/or service at no or reduced cost to purchasers of the discontinued extension. However, we undertake no obligation whatsoever to extend support for discontinued product(s) and/or service(s) or to offer any replacement or refund in the event that a product and/or service is discontinued.
Support requests are handled on a first-come, first-serve basis as outlined in your chosen Monthly Plan. We will undertake commercially reasonable efforts to resolve issues in a timely, courteous, and professional manner. However, we make no warranty of any kind with respect to our product(s) and/or our service(s) or with respect to whether the use of Support Services may resolve any particular issue. Support Services purchased from us are sold “as is” and without any warranty. We hereby disclaim any and all warranty not expressly provided herein, including but not limited to the warranties of merchantability and of fitness for a particular purpose. You use our Support Services at your own risk. We are not responsible for any harm, including but not limited to data loss, that may occur as a result of using our Support Services, and our liability for harm resulting from your use of Support is expressly limited as provided herein.
We are not responsible for any plugin or theme compatibility conflicts that may occur. The Software is purchased “AS IS” and without any warranty. We hereby disclaim any and all warranty not expressly provided herein, included but not limited to the warranties of merchantability and of fitness for a particular purpose. You use the Software at your own risk. We are not responsible for any data loss that may occur as a result of installing the Software, and our liability for harm resulting from your use of the Software is expressly limited as provided herein.
We make no guarantees as to minimum “uptime”, nor shall MS Design Graphics be held responsible for any direct, indirect, special or consequential damages resulting from possible lapses in hosting services, or malicious attacks. Such possible damages include any lost profits or business interruption or loss of digital data.
MS Design Graphics does not guarantee the quality, suitability, safety or ability of third parties. You agree that the entire risk arising out of your use of our product(s) and/or our service(s), and any service requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
MS Design Graphics may terminate any of these terms or any product(s)/service(s) with respect to you, or generally, cease offering or deny access to the product(s) and/or service(s) or any portion thereof, at any time for any reason. Supplemental Terms may apply to certain services, such as policies for any particular event, activity or promotion, and such supplemental terms will be published on our services in connection with the applicable services from time to time. Supplemental Terms are in addition to, and shall be considered a part of, the Terms and Conditions of Use for the purposes of the applicable services. Supplemental Terms shall prevail over these Terms and Conditions of Use in the event of a conflict with respect to the applicable services.
In case of incorporation of any new legislation or any amendments to the existing legislation governing data of any individual, some of the clauses of this Agreement may either be updated or deleted without any notice, to comply with the said provisions of the applicable legislation. Hence it is advisable to check this Agreement from time to time.
You may not assign or transfer your Subscription and/or these Terms in whole or in part to another individual or organization without MS Design Graphics’ prior written approval. Transfer of your Subscription automatically and immediately terminates your Subscription and your eligibility for any discounts or other benefits that may be associated with your Subscription.
You give your approval to MS Design Graphics for us to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of MS Design Graphics’ equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, MS Design Graphics or any third-party provider as a result of the contract between you and MS Design Graphics for use of our product(s) and/or our service(s).
Disputes, Dispute Resolution, and Binding Individual Arbitration
You and MS Design Graphics agree to arbitrate any and all disputes by a neutral arbitrator appointed by us who has the power to award the same damages and relief that a court can. In the event of any dispute between you and MS Design Graphics, LLC, you agree to binding arbitration prior to and in lieu of the commencement of any legal action by an arbitrator and by procedures agreed to by you and us or, if we cannot agree, by three arbitrators approved by the American Arbitration Association according to the procedures set forth thereby. Any arbitration hearing will occur in Volusia County, Florida, USA. You agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. You agree that in any dispute, the laws of the State of Florida shall apply, including application of its laws concerning conflicts of laws. In the event that any legal action should commence, you consent to the exclusive jurisdiction of the Circuit Court of Volusia County, Florida, personally and otherwise, and you agree that Volusia County, Florida, is an appropriate and convenient venue.
You waive any right to have your case decided by a jury and further waive any right to participate in a class action against MS Design Graphics. Further, you hereby expressly waive any right to proceed in any dispute resolution process, whether in arbitration or court or elsewhere, in any capacity other than individually; this means you give up any right to sue as a plaintiff or class member in any purported class or representative proceeding. Any arbitration under these general terms will only be on an individual basis. Class arbitrations, class actions, private attorney general actions, representative actions and consolidation with other arbitrations are not permitted.
You further agree that in any dispute, if MS Design Graphics, LLC, prevails we shall be entitled to recover from you the expenses of the dispute resolution, including the cost of arbitration, any court costs, and reasonable attorney’s fees.
You agree that in any dispute, your sole and entire remedy is a refund of your purchase. Our liability shall be limited to the amount of your purchase, and under no circumstances whatsoever shall MS Design Graphics, LLC, or any of its staff or agents, be held liable for any amount, however designated or calculated, that exceeds the dollar value of your combined purchases from MS Design Graphics, LLC.
Disputes are defined as any claim, controversy, or dispute between you and MS Design Graphics, LLC, including any claims relating in any way to the present Agreement, any supplemental Terms, or the product(s) and/or service(s), amendments, or any other aspects of the Agreement.
This Agreement shall be governed by the laws of the State of Florida. This contract was entered into in Volusia County, Florida, USA and any necessary arbitration or litigation will take place in this county.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case, will there be a class or representative arbitration).
Powers of Arbitrator
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforce ability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MS Design Graphics. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and MS Design Graphics.
Account Suspension and Termination
You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you and without reimbursement if we suspect a violation any of these Terms and Conditions of Use. In addition, you acknowledge that we will cooperate fully with investigations by law enforcement authorities.
We may terminate or suspend your access to use any and all services, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the Terms. In particular, we may terminate or suspend Accounts that have been flagged for suspected fraudulent activities.
Upon termination of your access to use a product/service, including but not limited to suspension of your Account, right to use or access our product(s) and/or our service(s) and any information associated with them will immediately cease and may result in forfeiture and destruction.
Some provisions including but not limited to ownership provisions, warranty disclaimers, limitations of liability etc. due to their nature shall survive termination of this Agreement. Termination of your access to and use of the services shall not relieve you from any obligations arising or accruing prior to such termination or limit any liability which they otherwise may have to MS Design Graphics or any third party.
MS Design Graphics, LLC, reserves the right at any time to modify or discontinue, temporarily or permanently, a Subscription with or without notice and for any reason or no reason. If an account is suspended no refund will be granted.
All refunds are at the sole and exclusive discretion of MS Design Graphics, LLC, and we reserve the right to refuse to offer a refund for any reason or for no reason, including in all instances in which a Subscription is terminated by us, whether for cause or not. Refunds will not be offered for our product(s) and/or our service(s), subscriptions or upgrades. By purchasing our product(s) and/or our service(s), you agree to the terms of our refund policy. Third-party extensions may include their own refund policies which may be different from ours, and you should consult the third-party extension for information.
No Changes in Terms and Conditions at Your Request
The terms mentioned herein shall not be changed by you and, if applicable, on behalf of any company, organization, or other legal entity you have named as the user. These same terms and conditions of use shall be applicable for you and, if applicable, any company, organization, or other legal entity you have named as the user.
Our Changes to Terms and Conditions
MS Design Graphics reserves the right to modify the Terms of this Agreement and/or its policies at any time, effective upon posting of an updated version of this Agreement on our product(s) and/or service(s). You should regularly review this Agreement, as your continued use of the services after any such changes constitutes your agreement to such changes.
Force Majeure, End of Life
In the event that the product(s) and/or service(s) is/are discontinued; MS Design Graphics, LLC, ceases to operate or to exist; or WordPress or Third Party Vendors or other Dependencies are discontinued or cease to operate or to exist, then you agree to waive any and all claims, rights, and choses in action arising out of this Agreement or otherwise available to you at law, equity, or otherwise. You agree that we shall have no liability and no obligation to perform pursuant to this Agreement in the event of any Event of Force Majeure upon notice to you.
Mutual Drafting, Assistance of Counsel
Both you and us have had ample time and opportunity to retain the advice of counsel and review this Agreement with our respective counsel. Prior to entering this Agreement, you and we have also had ample time and opportunity to communicate in order to negotiate and amend the terms of this Agreement to each of our benefits. You and we agree therefore that in any instance in which this Agreement may be construed by a tribunal, the Agreement shall not be construed against a party by virtue of that party’s authorship or whether that party chose to retain counsel.
Limitation of Liability
Your exclusive remedy and MS Design Graphics’ entire liability, if any, for any claims arising out of the services shall be limited to the amount you paid MS Design Graphics, if any, during the one-month period before the act giving rise to the liability.
In no event shall MS Design Graphics be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the services.
You acknowledge to defend, indemnify and hold MS Design Graphics, its affiliates, subsidiaries, directors, officers, employees, agents, partners and any other licensors (each, an “Indemnified Party”) harmless from and against any claim, disputes or demand, including reasonable attorneys’ fees, made by a third party, relating to, or arising from:
- Your violation of any third-party right, including without limitation to any right to privacy, publicity rights or intellectual property rights, including content the user provides through the product(s)/service(s);
- Your wrongful or improper use of the product(s)/service(s);
- Your violation of any applicable laws, rules or regulations or any other applicable law through or related to the use of our product(s)/service(s);
The indemnifications set forth above will survive the termination or expiration of this Agreement and/or your use of the product(s)/service(s).
Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of the Agreement will continue in full force and effect.
The Agreement and any dispute arising from the same will be governed by the laws applicable in India and and/or applicable as applied to agreements entered into and to be performed entirely within Volusia County, Florida, USA, without regard to its choice of law or conflicts of law principles.
Compliance with Laws
You represent and warrant that your use of our services will comply with all applicable laws and regulations. You may not use our service for any unlawful or discriminatory activities, including acts prohibited by the laws in Volusia County, Florida, United States of America that apply to commerce.
You have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of communication through our services.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforce ability of any remaining provisions.