Treepl Cms Terms of Service

Effective as of July 5, 2018

Welcome to the Treepl CMS Terms of Service agreement. By accessing or using the Service, clicking through these terms, you signify your agreement to these Terms of Service and are entering into an agreement with Upgrade Parade, LLC to provide Services to you. If you do not agree to be bound by these Terms of Service in their entirety, you may not access or use the Service. The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder. Please review the following terms carefully; the current version may be found at https://treepl.co/terms-of-service.

  • Definitions

    1. The following Terms of Service apply when you view or use the Service at https://treepl.co/ or at any other website hosted through our platform.
    2. “Agreement” has the meaning provided in the foreword section.
    3. “Beta Services” means any services which are clearly and conspicuously designated by us as Beta Services. Beta Services may be in early stages of testing or development, are not recommended for production use, and are subject to additional disclaimers and limitations as described in the Agreement.
    4. “Confidential Information” means information disclosed by one Party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects, that should be reasonably understood to be confidential by its particular identification or designation, the circumstances of its disclosure, or the nature of the information itself. Confidential Information does not include information which, at such time: (i) is generally known or available to the public without breach of the Agreement by the receiving Party; (ii) is rightfully disclosed to the receiving Party without restriction as to further use or disclosure; or (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. Confidential Information is and shall remain the property of the disclosing Party (or its licensors, as applicable), and no rights are granted to the Confidential Information other than those rights expressly granted in the Agreement.
    5. “Customer,” “user”, “you,” or “your” means the entity entering into this Agreement with Upgrade Parade upon the actions taken by its authorized representative.
    6. “Customer Content” means the text files, images, photos, videos, sounds, or other materials or works of authorship belonging to you or your end users that you cause to be stored within the Services, excluding Customer Data.
    7. “Customer Data” means the information about you which is required by us in order to provide the Services to you.
    8. “Effective Date” means the date your account is activated.
    9. “End User” means an individual who interacts with the Services as a result of such party’s relationship with or connection to you. If you are a Site Owner (as defined below), an End User is an individual who uses your website that is hosted through the Services. If you are a Partner (as defined below), an End User means: (i) your Client (as defined below); and (ii) the individuals who use your client’s website that is hosted through the Services.
    10. “Party” means either Customer or Upgrade Parade; “Parties” means both Customer and Upgrade Parade.
    11. “Privacy Policy” means the policy located at https://treepl.co/privacy-policy as it may be updated from time to time.
    12. “Services” refers to the Company’s services accessed via the Site, and all users’ websites managed through Treepl CMS on which users can access the admin panel and other content management tools. “Service” also includes the support, and other related services we provide to you.
    13. “SLA” means the Service Level Agreement located in Section 19 of this Agreement.
    14. “Site” refers to the Company’s website, which can be accessed at https://treepl.co/
    15. “Term” means the entirety of time you use the Services and are bound by this Agreement.
    16. “Third-Party Services” means certain third-party products or services which are not sold or licensed by us but which are made available for you, in your sole discretion, to enable or integrate with the Services. We maintain no control over and disclaim any and all liability for Third Party Services, even where we may have provided limited support or advice to you in relation to such services. Such support and advice are provided in good faith, AS-IS and AS-AVAILABLE, and solely for your convenience.
    17. “Treepl CMS” is a name of the content management system provided through our Services.
    18. “Partner” is the term we use to refer to you if you are permitted by us to resell the Services to third parties. We refer to each such third party as your “Client.”
    19. “Partner Portal” means the web site located at https://pp.treepl.co/ which we make available to our customers for the purpose of managing their account and the Services.
    20. ”Upgrade Parade,” “Company,” “we,” or “our” means Upgrade Parade, LLC, located at 10569 Hickory Place Strongsville, Ohio 44149.
  • About The Service

    1. The Service allows you to access certain features, applications, and tools related to website hosting and other web-based solutions. Depending on the plan you purchase, the Services may include, without limitation, registration functionality, purchasing functionality, email marketing campaign delivery, web analytics, customer relationship management, reporting, and domain name system services. Some Services may be тsubject to additional terms and conditions. In addition, certain additional optional Services may also be made available for a fee via a marketplace after the purchase of your plan.
    2. We may: (a) refuse to provide any person with the Services; (b) determine which Services are available for resale by Partners; and (c) offer certain Services for resale only by select Partners.
    3. You acknowledge that we may engage third parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third parties as if we performed the Services ourselves. You shall use the Services solely for the intended purpose in accordance with the Agreement, and provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services.
    4. We will provide support to you through the standard means we make available to our customers (e.g. knowledgebase, forums, chat, ticket). Users seeking support must have a basic understanding of the systems and technology related to the Services.
    5. The scope of Services provided under the Agreement may be amended by any reasonable means showing mutual agreement between the Parties including click-through terms, email, support ticket, or your selections in the User Portal. Any associated fees will be clearly and conspicuously provided to you before you agree to any such change.
    6. Treepl CMS is built on top of Umbraco. Umbraco Source Code which is available under MIT License (see Umbraco Source Code License at https://umbraco.com/products/umbraco-cms/source-code-license/). We do not claim any rights to the Umbraco Source Code whatsoever.
    7. Treepl CMS sites are hosted on Amazon Web Services. You acknowledge that we are not responsible for any outages connected with the problems of Amazon Web Services service availability.
    8. From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.
    9. If you request or utilize any Beta Services, such Beta Services shall be provided on an AS-IS basis with all faults. We reserve the right to terminate the Beta Services at any time and make no representation that Beta Services will be released into production.
  • Compliance With Ehis Agreement

    1. Each website for which we provide Services on your behalf (including, if you are a Partner, your Clients’ websites) must contain a clear and conspicuous link to a Terms of Service and a privacy policy that comply with all applicable laws, rules, and regulations.
  • Warranties

    1. Each Party represents and warrants that (i) it has the power, authority, and legal right to enter into the Agreement and perform the obligations and grant the licenses set out herein; and (ii) it will comply with all laws and regulations applicable to its performance under the Agreement.
  • Indemnification

    1. You agree to indemnify, defend, and hold harmless Upgrade Parade; its affiliates, subsidiaries, and vendors; and their respective officers, directors, agents, and employees from and against any and all liabilities, obligations, losses, damages, penalties, fines, amounts in interest, and other expenses (including reasonable attorney fees) in connection with a claim or demand brought by a third party related to your violation of this Agreement. We reserve the right to control the defense of any indemnified matter under this Section and approve any proposed settlement. You will pay us the amounts due under this Section as they are incurred.
  • Fees

    1. Use of the Services is subject to your payment of fees, which may vary according to the plan you have chosen. We are not liable for your inability to collect payments from your Clients. We will collect the fees for the Services at the time of purchase. Your subscription plan will renew automatically until you cancel. You may cancel your subscription before the end of your subscription period, and if you do, your access to the Services will terminate immediately and you will not receive a refund or credit for any unused portion of such subscription. We reserve the right to change fees and pricing at the end of your subscription period.
    2. If you believe your invoice is incorrect, you must contact us in writing within 60 days of the applicable invoice date to be eligible to receive an adjustment or credit at our discretion.
  • Delinquent Accounts

    1. We reserve the right to disable any websites or other service features maintained in connection with the Services if any applicable fees are 30 days past due. Past due fees are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses. We may charge any applicable fees (including past due fees) to your payment card.
    2. We may impose a reconnection fee if your use of the Services is terminated or suspended and you later request reconnection. We have no obligation to retain your content and that both content and End User Information may be irretrievably deleted if any applicable fees are thirty (30) days or more past due.
    3. If you are receiving free use of the Services, then we may suspend or terminate your use at any time and we may delete your content and End User Information associated with such use.
  • Proprietary Rights

    1. Customer Content is and remains your exclusive property, and we claim no rights whatsoever in the Customer Content except to the extent explicitly granted herein. For the Term of the Agreement, you hereby grant to us, our affiliates, providers of Third-Party Services, and subcontractors a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable, worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute the Customer Content (in whole or in part) solely and strictly to the extent required to provide the Services to you under the terms of the Agreement.
    2. We and our licensors own and shall continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. performance data), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant any other licenses, express or implied, to any of our intellectual property including software, services, or products.
    3. We may solicit and you may provide feedback about the Services. If you provide feedback, you agree that such feedback is provided freely. Except to the limited extent such feedback contains any of your Confidential Information, we are free to use and disclose such feedback for any purpose without an accounting to you or any other person, and we shall own all right, title, and interest in and to such feedback along with any changes, modifications, or upgrades we make to our current products or services and any new products or services that we develop using the feedback you provide.
  • Confidentiality

    1. Each Party agrees to preserve the confidential nature of the other Party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with the Agreement, and by using the same degree of protection that it uses to protect its own similar confidential information, which in no event shall be less than reasonable care. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information to the limited extent such disclosure is required by law, legal process, or court order, including any requirement under applicable data privacy regulations that a notice of data breach be given to a supervisory authority or regulatory agency. Information disclosed for these reasons will not cease to be Confidential Information. To the extent practicable, a Party will provide prompt notice of any such required disclosure and shall cooperate with all reasonable efforts by the disclosing Party to minimize or exclude the Confidential Information from such disclosure. Upon termination or expiration of the Agreement for any reason, any license granted herein to use the Confidential Information shall terminate immediately, and each Party will either return or destroy any Confidential Information in its possession which belongs to the other Party, or it shall continue to protect the Confidential Information in accordance with the Agreement for as long as it is retained as part of that Party’s customary business practices. Notwithstanding any other terms to the contrary herein, each Party will have the right to seek an injunction in any court of competent jurisdiction to prevent a breach or threatened breach of this Section.
  • Security

    1. We will maintain commercially reasonable technical and operational measures designed to protect our internal networks from malicious activity and provide for the security and integrity thereof. You acknowledge that we are not responsible for any loss or harm suffered by you resulting from a security incident. You are responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with your own security requirements. You agree to configure your use of the Services in such a way as to maintain the security of the Services and our network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords)
    2. Should we determine that our network has been accessed in an unauthorized manner, and that unauthorized access impacts your Services, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorized access and fulfilled our legal obligations. Likewise, you agree to notify us should you identify unauthorized access to the Services.
    3. We will adhere to the Privacy Policy. Where applicable under the data privacy laws of the European Union and its member states, we are the data controller for the personal data belonging to you which is provided or made available to us through the Partner Portal. For all other personal data collected by you from your employees, customers, or end users or otherwise stored, transferred, or processed by any part of the Services, we are the data processor. Where we are the data processor, we will use such personal data only as instructed by you or required by law, and not for any other purpose. In all cases, the Parties agree to comply with the terms throughout the term of the Agreement.
  • Data Privacy

    1. Additional definitions. Capitalized terms which are not defined herein shall have the meaning provided in the Section 1 of this Agreement. In addition, the following defined terms apply solely with respect to this DPA.
      • “Applicable Law” means any statute, regulation, executive order, and other rule or rules issued by a government office or agency that have binding legal force and are generally applicable to Personal Data or the provision of the Services with respect to Personal Data, including EU Regulation 2016/679 and the state and federal laws of the United States.
      • “Data Subject” means an individual natural person that is identified or identifiable by means of Personal Data.
      • “Personal Data” means any information about a natural person that is identified or identifiable to the natural person, either alone or in combination with other information, that we will Process or have access to as part of providing the Services, including any such information that is created by means of the Services. Personal Data includes “personal data” as that term is defined under Applicable Law.
      • “Process,” when used with respect to Personal Data, means: (i) to record, store, organize, structure, analyze query, modify, combine, encrypt, display, disclose, transmit, receive, render unusable, or destroy, by automated means or otherwise; (ii) to provide cloud or other remote technology hosting services for applications or services that do any of the foregoing; and (iii) any other use or activity that is defined or understood to be processing under Applicable Law.
      • “Security Event” means any of the following: (i) unauthorized Processing or other use or disclosure of Personal Data; (ii) unauthorized access to or acquisition of Personal Data or the systems on which Personal Data is Processed; (ii) any significant corruption or loss of Personal Data that we is unable to repair within a minimal period of time; (iii) any event that has or is reasonably likely to significantly disrupt the Processing of the Personal Data as part of the Services; and (iv) any material unsuccessful attempt to gain unauthorized access to, or to destroy or corrupt, the Personal Data, but not including any routine, unsuccessful events such as pings, port scans, blocked malware, failed log in attempts, or denial of service attacks.
    2. Confidential Information. The Personal Data that we process for you as part of the Services is your Confidential Information covered by our confidentiality commitments stated in the Agreement.
    3. Use and Disclosure. We will not use, disclose, or Process the Personal Data except as permitted by the Agreement or your other written instructions, or as strictly necessary for our internal administrative purposes related to the provision of our Services. We will make available to you a list of any sub-processors we use in compliance with Applicable Law. We will require any sub-processors to contractually agree to terms at least as protective of your Personal Data as those stated in this DPA and the Agreement.
    4. Compliance with Applicable Law. Each party will comply with Applicable Law as it relates to such party’s performance under the Agreement
    5. Notice of Request from Data Subject. We will promptly notify you if we receive a request from a Data Subject to disclose, provide a copy, modify, block, or take any other action with respect to Personal Data pertaining to the Data Subject, unless notice is prohibited by Applicable Law; and, except to the extent required by Applicable Law, we will not independently take any action in response to a request from a Data Subject without your prior written instruction. We will cooperate with your reasonable requests for access to Personal Data and other information and assistance as necessary to respond to a request or complaint by a Data Subject.
    6. In the event of an actual or suspected Security Event. In the event of a discovered or suspected Security Event, we shall provide notice without undue delay to Customer’s technical and account contacts using those means established for routine account-related communications (or other such method of notice as agreed between us). Our notice shall include the following information to the extent it is reasonably available to us at the time of the notice, and we shall update its notice as additional information becomes reasonably available: (i) the dates and times of the Security Event; (ii) the facts that underlie the discovery of the Security Event, or the decision to begin an investigation into a suspected Security Event, as applicable; (iii) a description of the Personal Data involved in the Security Event, either specifically, or by reference to the data set(s), and (iv) the measures planned or underway to remedy or mitigate the vulnerability giving rise to the Security Event. We will take those measures available, including measures reasonably requested by you, to address a vulnerability giving rise to a successful Security Event, both to mitigate the harm resulting from the Security Event and to prevent similar occurrences in the future. We will cooperate with your reasonable requests in connection with the investigation and analysis of the Security Event, including a request to use a third-party investigation and forensics service. We shall retain all information that could constitute evidence in a legal action arising from the Security Event and shall provide the information to you upon your request. Except to the extent required by law in the written and reasonable opinion of our legal counsel, or as reasonably required by our investigation of the Security Event or our other contractual obligations, we will not disclose to any third party the existence of a Security Event or suspected Security Event or any related investigation without Customer’s prior written consent.
    7. Your representations with regard to Personal Data you disclose to us. With regard to the Personal Data of others that you may provide to us, you hereby represent and warrant: (i) the Personal Data has been collected in accordance with Applicable Law; (ii) the transfer to us for the purpose of providing the Services is authorized under Applicable Law; (iii) you will comply with Applicable Law as to requests from Data Subjects in connection with the Personal Data; (iv) you shall disclose to us only that Personal Data that is necessary for our provision of the Services; and (v) you shall not ask us to take any action with respect to the Personal Data that you are not permitted to take directly.
    8. Records. We will keep reasonable records to evidence our compliance with our obligations under this DPA and shall preserve such records for at least two (2) years from the date of the events reflected therein.
  • Privacy Policy

    1. The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: https://treepl.co/privacy-policy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Service.
  • Service Limitations and Excess Fees

    1. Certain Services may have limitations, which we may change from time to time in its discretion. We may charge you excess fees if you exceed such limitations. The Service limitations may involve (but are not limited to): (a) the number of individuals associated with you who are authorized to use the Services; (b) the amount of disk storage space, CPU load, and API calls available to you; (c) the amount of incoming traffic to your or your client’s website. Our failure to notify you of excess usage shall not affect your responsibility to pay for it.
  • End of Life

    1. In case of an unlikely event of the Service being closed or discontinued for any reason, we agree to notify you as soon as reasonably practicable and provide you with a sufficient time for transitioning to other services. In such event, we agree to open source the platform if this would be demanded by the customers. The platform should be self-sufficient to the level that you could continue to use it for a couple of years even without our support.
  • Use Restrictions

    1. Laws; Harmful Content. You may not use the Services to violate any governing law or regulation, including laws prohibiting: copyright, patent, trademark, trade secret, or other intellectual property infringement, misuse, or misappropriation; distribution of child pornography, child erotica, non-consensual sex acts (including in the support of or furtherance of sex trafficking), or bestiality; gambling; defamation, harassment, libel, or slander; fraud or false advertising; and hacking, phishing, social engineering, or any transmission of malicious code or unauthorized use of the computing resources of an end user. It is our policy to terminate the Services of customers who are repeat infringers of intellectual property rights. Further, you may not use the Services in connection with any content that we reasonably believe: promotes, incites, or threatens violence; is in support of or furtherance of sex trafficking; contains harassing content or hate speech; violates any person’s privacy; constitutes terrorism or trafficking in weapons or other illegal items; or is likely to result in retaliation against Treepl CMS’s system, network, or employees, including behavior that results in any denial of service attack. The Services may not be used in violation of export laws, controls, regulations, or sanction policies of the United States or your applicable jurisdiction. The Services may not be used by any individual or legal entity which is involved with or suspected of involvement in activities or causes relating to: illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles; in each case including any affiliation with others whatsoever who sponsor or support the above such activities or causes.
    2. High-Risk Use. You may not use the Services in any circumstance or fashion where a failure of the Services could result in death or physical injury.
    3. Spam. If you use the Services to transmit email, you must do so responsibly. Sending or promoting spam using the Services is prohibited and may result in immediate termination of your account. We consider spam to be the transmission of any email messages that are in violation of the most recent regulations issued by the Federal Trade Commission implementing the CAN-SPAM Act or, if you are sending emails to non-domestic end users, any foreign equivalent thereof. In addition, and at our discretion, we may place limits on the number of outbound messages you send if our review of your account indicates that you are jeopardizing our network stability. Without limiting any other rights we may have, the parties agree that should you breach this section by sending spam it would be difficult to determine actual damages. Accordingly, a $500 charge per violation will be assessed as a reasonable estimate of the damages. The parties further agree that such $500 would not act as a penalty.
    4. Regulated and Sensitive Information. It is possible to run an ecommerce site on our platform, provided that you follow some best practices that prevent credit card information from being processed or stored on our platform. For more information on those best practices, please read this support article. You are not permitted to use or cause the Services to store or process sensitive or otherwise regulated health or financial information, including Protected Health Information (as that term is defined under HIPAA), cardholder data protected under PCI DSS regulations (such as credit or debit card data), or other financial data (including any financial account details). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.
    5. Overburdening Resources. You may not interfere with our business or our ability to provide services to other customers, nor take any action nor make any use of the Services that places excessive burdens on the network or systems used to provide such services. Specifically, you may not use or provide open proxies or Internet Relay Chat or use the Services for video streaming. If your use of the Services materially exceeds the use by similarly situated customers, we may offer to move you to a different plan or charge you for the additional use. If you refuse, we may place restrictions on your use of the Services. You may not perform any vulnerability or penetration testing of Treepl CMS’s network or systems, including your own hosted environment, without our prior written approval.
    6. Security Requirements. You must take reasonable security precautions in connection with your use of the Services. You are responsible for the actions and omissions of anyone to whom you provide access to the Services or the content you create using the Services.
    7. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on OnGuard Online (http://onguardonline.gov). Please note that Company does not endorse any of the products or services listed at such site.
    8. Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions. You agree that you will not under any circumstances:
      • collect or harvest any personal data of any user of the Site or the Service
      • use the Service for any unlawful purpose or for the promotion of illegal activities;
      • attempt to, or harass, abuse or harm another person or group;
      • provide false or inaccurate information when registering an account;
      • interfere or attempt to interfere with the proper functioning of the Service;
      • take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
      • circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or
      • publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.
  • License Grant

    1. By publishing any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
  • Intellectual Property

    1. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Service.
  • user consent to receive communications in electronic form

    1. For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
    2. We may also use your email address to send you other messages, including information about the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to manager@codeproduction.co. Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.
  • service level agreement

    1. Service Availability. We will make the Services available 99.95% of the time, excluding any Excused Downtime.
    2. “Excused Downtime” means the length of time the Services are unavailable due to:
      • Scheduled Maintenance;
      • Emergency Maintenance;
      • Beta Services;
      • Force Majeure events; and the actions or omissions of you, or any third-party acting on your behalf or at your direction, including any unauthorized use of the Services, breach of the Agreement, or any use or configuration of the Services that exceeds our recommendations or advertised limits;
      • Downtime on the side of the the hosting provider, such as AWS.
    3. “Scheduled Maintenance” includes any maintenance performed during the time windows for which we provide reasonable notice or coordination with you in advance of the maintenance.
    4. “Emergency Maintenance” means any maintenance performed outside the Scheduled Maintenance windows without advance notice where such maintenance is reasonably and urgently required to protect the integrity, availability, or security of any online systems.
    5. SLA Credits. You are entitled to a credit of 5% of the applicable monthly Fees for each full hour of downtime in excess of the Service Availability targets. (For example, you will receive a 5% credit for between 1 and 60 minutes of downtime in excess of the Service Availability targets, a 10% credit for between 61 and 120 minutes, etc.) In order to receive a credit, you must contact Support within 30 days of the event giving rise to the credit. Credits are based on our monitoring, shall not exceed 100% of the applicable monthly Fees, may not be carried over or aggregated, are forfeited at the expiration or termination of the Agreement, and will not be paid or provided as a refund.
  • limitations

    1. Although we may perform regular backups of your site and Customer Content, we do not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. We will provide support to you and attempt to troubleshoot any known or discovered issues that may affect your backups, but you acknowledge that we have no liability related to the integrity of your backups or the failure to successfully restore your content to a usable state. You agree to maintain a complete and accurate copy of any Customer Content in a location independent of the Services.
    2. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND UPGRADE PARADE AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE SERVICE, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES ARE PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS.
    3. IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID OR OWED BY YOU TO US IN THE 3 MONTHS PRECEDING THE CLAIM.
    4. IN NO EVENT SHALL WE OR OUR LICENSORS HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR ANY COVER OR LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    5. THE SLA SECTION 19 SETS OUT YOUR SOLE REMEDIES FOR DOWNTIME, UNAVAILABILITY, OR OTHER SLA FAILURES.
    6. The limitations in this Section do not apply to the extent prohibited by applicable law or to your payment obligations for Services provided.
  • modification of terms of service

    1. We can amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments; the current version may be found at https://treepl.co/terms-of-service. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Service. We will endeavor to notify you of material changes to the Terms by posting a notice on our site and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agr
  • general terms

    1. Assignment. Neither Party may assign the Agreement, in whole or in part, without the other Party’s prior written consent except in connection with a merger, reorganization, sale of assets or similar transaction. In case of the latter, the assigning Party will provide notice as soon as reasonably practicable and without undue delay. Any purported assignment in violation of this Section shall be null and void. The Agreement shall be binding on all permitted successors and assigns.
    2. Force Majeure. We shall not be deemed to be in default of the Agreement, or to have breached any of its provisions, as a result of a delay, failure in performance, or interruption in the Services which result, either directly or indirectly, from any circumstances beyond our reasonable control including acts of god, acts of civil or military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental acts, third-party network unavailability, and/or failure of telecommunication facilities.
    3. Governing Law. These Terms of Service and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Ohio, without regard to conflict of law provisions.
    4. Notices. Except as otherwise required herein, notices shall be effective when delivered, as indicated by a delivery receipt, or, in the case of notices delivered by post, 5 business days after being mailed to the designated address by first class mail. Notices to you shall be made to the address recorded in the User Portal or via electronic mail to an Authorized User. Notices to us should be delivered to: 10569 Hickory Place Strongsville, Ohio 44149.
    5. Publicity. The Parties may disclose that they have entered into a business relationship and may include the name and logo of the other Party in lists of their respective customers or vendors (as the case may be), subject to any provided usage guidelines with respect to a Party’s trademarks and so long as neither Party mischaracterizes the nature of the actual relationship between them. Any other use of a Party’s name, logo, or other trademarks or service marks shall require prior written consent. Specifically, and without limiting the generality of the foregoing, neither Party may disclose or advertise any other details of the Agreement or use the name, logo, or trademarks of the other Party in connection with a product or service based upon or similar to a product or service that Party offers. Neither Party may hold itself out as a reseller or a partner of the other, or any other similar designation, unless granted such license or authority under a separately executed agreement.
    6. Severability. Any provision in the Agreement that is held to be illegal or unenforceable in any jurisdiction shall be effective only up to the extent of such illegality or unenforceability, if possible, and shall not invalidate the remaining provisions of the paragraph or the Agreement. To the largest extent possible, the illegal or unenforceable provision shall be restated to reflect the Parties’ intent.
    7. Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability, and indemnification) survive termination or expiration and continue in full force and effect.
    8. Third-Party Beneficiaries; Relationships. There are no third-party beneficiaries to the Agreement. Nothing contained in the Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of the Agreement authorized as an agent, employee, or legal representative of any other Party. Neither Party has the authority to make any representations, claims, or warranties of any kind on behalf of the other Party, nor on behalf of that Party’s affiliates, agents, subcontractors, licensors, or third-party suppliers.
    9. Waiver. If one Party fails to exercise, or delays exercising, any right, remedy or power set out in the Agreement, this shall not operate as a waiver of that right, remedy or power, whether under the Agreement or at law or equity.
    10. If any part of this Terms of Service agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.
    11. You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
    12. We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.
    13. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THE TERMS OF SERVICE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF SERVICE TOGETHER WITH THE PRIVACY POLICY AT https://treepl.co/privacy-policy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.