Terms & Conditions

AGREEMENT FOR THE USE OF wp.io

1 INTRODUCTION

1.1 This Agreement is between:
The user (“you” which expression shall include your subsidiaries, holding companies and subsidiaries of your holding companies, as those terms are defined in the Companies Act 2006)
and
wp.io, a trading name of WP Central Limited (registered number 08002339), whose registered office is at 47 Eldred Avenue, Brighton BN1 5EB, United Kingdom (“we”, “us” or “wp.io”),
1.2 This Agreement allows you to use the wp.io service (as defined below, “the Service”) on the terms of this Agreement. This Agreement consists of this document and a signed Order Form (sometimes also known as a Quote). A blank version of the Order Form is included in Appendix 1.
1.3 Use of the Service is available only under the terms of this Agreement. Please read the Agreement carefully prior to using the Service. By using any part of the Service, you indicate your acceptance of the terms of this Agreement.
1.4 Unless otherwise defined in the Order Form, the following terms have the following meanings in this Agreement:
“wp.io Application” is the wp.io WordPress monitoring tool that summarises, analyses and provides links to WordPress sites
“Intellectual Property Rights:” copyright, database rights, trade and service marks or names, design rights, patents, rights in inventions and all similar rights, whether registered or not, and including the rights to apply for registration.

2 SERVICE

2.1 In consideration of the payments that you are required to make to us, we agree to provide you with the Services listed in the Order Form.
2.2 This Agreement allows use of the Service from the date we have received a signed Order Form from you for the duration specified in that Order Form. Except as otherwise stated in the applicable Order Form, this Agreement shall automatically renew for additional monthly periods, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during such renewal shall be the same as that during the prior term unless wp.io has given you written notice of a pricing increase at least 45 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
2.3 Title to and ownership of all components comprising the Service (including software, data, algorithms and any other content) shall at all times remain with wp.io and/or its licensors.
2.4 You may use all data which you receive through proper use of the Service for your own business purposes, and for no other purpose.
2.5 Subject to clause 2.4, you are prohibited from making any permanent copy of any web-based software or data in any form, or reverse engineering or decompiling any such software, or making derivative works incorporating any of the elements of it, or modifying or adapting it in any way, or extracting or re-utilising any such data, save as is required to be permitted by law.

Subscriptions

2.6 wp.io currently offers subscriptions with the intention of offering subscribers early, or discounted access to new features and services.

Upgrades

2.7 If you elect to have the option to upgrade your account within the Service and you exercise this option then you agree to pay the price of the upgraded account available at http://www.wp.io/subscriptions/ or from your wp.io account manager

3 TERMINATION AND RENEWAL

3.1 This Agreement shall terminate immediately if you become insolvent or if bankruptcy, winding up, receivership, administration or similar proceedings are commenced or issued by or against you, or, if you are a partnership, against all or any of your partners or the partnership as a whole.
3.2 In addition, we may terminate this Agreement immediately in the event of:
(a) any unlicensed use (including Intellectual Property Right infringing activity) of the Service including any of our data or software, or modification thereof, made or permitted by you; or
(b) any other breach by you of any of the terms and conditions of this Agreement, following written notice from us of such breach, if the breach is not cured within ten (10) days of receiving such notice.
3.3 Upon termination for any reason, you shall immediately cease using the Service and destroy all supporting documentation.
3.4 If You continue to use the Service without being authorised to by this Agreement, wp.io will, without prejudice to any other rights wp.io may have as a result of such usage, be entitled to charge for such usage at the rates charged under this Agreement.

4 SECURITY

4.1 The Services must be used in conjunction with a unique ID (which may include user names, passwords etc) supplied by wp.io to you, which you must keep safe and confidential. You are responsible for all use of the Service made using such ID.
4.2 While we will use reasonable endeavours to ensure that no bug or virus is transmitted to you through the Service, you are responsible for taking all appropriate measures to prevent harmful agents or components from entering your systems, and for backing up all your data.

5 YOUR OBLIGATIONS

5.1 You are responsible for providing and maintaining all of the network and communications facilities (and for being authorised to use them) necessary for use of the Services.
5.2 You agree not to use the Service for any purpose for which you are not authorised, or for any illegal, immoral or offensive purpose, or for any purpose which infringes a third party’s rights, and not to use the Service to communicate any material which is obscene, defamatory, offensive, abusive, illegal, in breach of a third party’s rights or otherwise unacceptable to us, or for spamming, hacking or any other such activities.
5.3 You agree that if you use the wp.io API to access, test, review or use in any way wp.io data then you agree to conform to the usage policies of the wp.io API.
5.4 We reserve the right to suspend the Service without notice to you if we discover any such activity listed in 5.2 or any breach of 5.3, and you agree to indemnify us against all losses, damages, costs and expenses which we suffer as a result of your breach of this clause 5.
5.5 You may allow your clients to use the Service for their own business purposes provided that you:
(a) give us prior written notice of any such clients;
(b) require any such client to comply with the terms of this Agreement in relation to their use of the Service as if they were a party to this Agreement; and
(c) indemnify us against any loss, damage, claim, liability and reasonable costs and expenses that we may suffer as a result of any act or omission by such a client which, were it an act or omission by you, would constitute a breach of this Agreement.
Any usage of the Service made by your clients pursuant to this provision will constitute part of your usage under this Agreement.

6 OUR OBLIGATIONS

6.1 We warrant that we have title or authority to provide the Service in accordance with this Agreement, and subject to receiving your immediate notification of any claim, your full co-operation, and sole control of the action, we will at our own cost defend, or at our option settle, any action against you based on a claim that your use of the Service in accordance with this Agreement infringes the intellectual property rights of any third party.
6.2 The Service will be provided in accordance with the description from time to time as published on our website.

7 INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

7.1 You will own all Intellectual Property Rights in information that you submit to the Service.
7.2 We own all Intellectual Property Rights in all other data included in the Service, and in the Service itself. We grant you a licence to use the results provided to you using the Service for your own business purposes.
7.3 You agree that We can use your name, logo and trademarks for certain public relations activities including, without limitation, using your logo on our selected clients list and creating a written case study on our website.
7.4 To the extent that we may be required, as part of the Service, to process any personal data on your behalf, you are responsible for obtaining all necessary data protection registrations and consents to enable such processing and we agree to effect and maintain appropriate technical and organisational measures to prevent unauthorised processing of such data, and to act in accordance with your instructions in relation to the processing of such data.
7.5 Neither party may use the other’s confidential information for any purpose other than performing this Agreement, or disclose it to any other person. Confidential information includes trade secrets, any source code and financial information.
7.6 Clause 7.5 does not apply to information which is in the public domain, is demonstrably independently developed or received by the other party, or is required to be disclosed by law or competent authority.
7.7 You accept that by submitting any form on the site, you give wp.io access to the information submitted. wp.io will use this information to help build, deliver and improve our service and will treat the contents of all form submissions confidentially unless otherwise indicated.

8 PAYMENT

8.1 You must pay us the amounts specified in the Order Form (the “Fees”) by the times and methods specified in the Order Form.
8.2 If any Fees are payable upon invoice, you must pay all such invoices within 30 days. If you fail to do so we may, without prejudice to any other rights we may have, terminate or suspend your access to the Service.
8.3 wp.io understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, as amended, if we are not paid according to agreed credit terms.

9 LIABILITY

9.1 No warranties, conditions or other terms, whether expressed or implied, including without limitation those relating to quality or fitness for a particular purpose, are given by us and all such terms are excluded, save to the extent expressed in this Agreement. The Service is made available on an “as is” basis, and we do not warrant that it will operate uninterrupted or error-free.
9.2 In no event will we be liable to you or any other person whether in contract, tort (including negligence) or otherwise:
(a) for any indirect or consequential loss, or any loss of time, business, money, goodwill or data, or any failure to process data adequately or at all; or
(b) for any other loss which may arise from the use, loss of use, operation or modification of the Service or any defect therein or otherwise in an amount exceeding the amount that you have paid under this Agreement in the twelve months prior to the date on which such liability arose.
9.3 You are responsible for ensuring that the Service meets your requirements. You acknowledge that the internet is not a totally stable or secure environment, and that we will not be liable for any defects or delays in the Service, or anything else, which arise as a result of any problem associated with the internet.
9.4 The Service is dependent on information obtained via the internet, and we cannot guarantee its accuracy, completeness or correctness. The Service, and any information that you receive through the Service, does not constitute professional advice of any sort. Any action taken by you as a result of your use of the Service is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Service.
9.5 The limitations on liability set out at clauses 9.1 to 9.4 shall not apply to any liability arising from death or personal injury caused by our negligence or for fraud.

10 GENERAL

10.1 Neither party is liable for a breach caused by force majeure or event beyond its reasonable control, such as natural disaster, war, government action, or failure of third party telecommunications or other services.
10.2 We may change the terms of this Agreement by giving you not less than 45 days’ prior written notice.
10.3 If any term is found illegal or unenforceable, the rest of the Agreement continues in full force.
10.4 A delay or failure by a party to enforce a term does not prevent it from enforcing that or any other term later.
10.5 Notices must be sent to the parties’ addresses as set out in this Agreement or as otherwise notified under this clause. They must be delivered by hand, sent by prepaid post (airmail if overseas) or (if e-mail addresses have been provided by the parties for this purpose) by e-mail. Deemed receipt is upon delivery by hand, 3 business days after posting and 24 hours after despatch by e-mail.
10.6 You may not assign this Agreement to another person without our written consent.
10.7 This Agreement is governed by English law, and the English Courts have exclusive jurisdiction in relation to any dispute.

11 CRAWLING

This page is intended for webmasters and site owners who have seen “wpio-crawler” in their access logs, or references to wp.io in the user-agent string.

What is the wp.io crawler?

This is an automated software program, known as a crawler (sometimes called a spider, a robot or just a bot) that downloads web pages to be indexed and analysed by our system. This crawler is managed by us, wp.io.

Who are wp.io?

We are a WordPress analysis and monitoring company, helping our customers build better WordPress sites. We crawl WordPress-powered sites to gather content and information. That information is stored in a relational database in order to allow users to explore the WordPress ecosystem.

How does our crawling benefit you?

In the same way that search engines help people find content, our crawlers make your pages visible to a wider audience. Our application links to your content, directing more people to read the pages on your site.

What to do if you don’t want our crawler downloading pages from your site:

We understand that not everyone wants their pages indexed by a search engine. Our crawler only visits publically available pages, and it will shortly respect the robots.txt standard for controlling access to websites.

This allows you, as a site owner, to prevent automated crawling on your site.

Please see http://en.wikipedia.org/wiki/Robots_exclusion_standard for information.

How to contact us

If you find that our crawlers are not behaving correctly, or want to contact us, please use the email address listed on our contact page.

12 ADULT CONTENT

Please be advised that you may see adult content on this site. wp.io crawls sites submitted by users. These are not currently filtered, and as such this site contains some adult images and words. Please do not use the site if it is illegal for you to do so, or if you are easily offended.

13 DIRECTORY LISTINGS

The wp.io directory is provided for the use of WordPress specialists and users looking for help with WordPress on a free or paid basis with different facilities available to users on different plans, as per the plans and pricing page. wp.io is not responsible for any of the content of the directory which is user-generated, including websites that users may list in their portfolios.

If you use the contact form on the directory profile pages, wp.io will receive a copy of the form submission as well as the intended recipient, including all contents. wp.io will use this information to help build, deliver and improve our service and will treat the contents of all form submissions confidentially. wp.io is not responsible for misuse, abuse or the contents of messages sent through directory profile pages, but as a registered user you may choose to turn off the contact form if you prefer.