Legal

Platform 360 Terms of Use

1. INTRODUCTION

These Terms of Use (“Terms”) set forth the terms and conditions that apply to your use of the 360 Monitoring Platform (the “Platform”) as defined in these Terms. Please review these Terms carefully: they are a legal and binding agreement between you and the Vendors (as defined below). By (a) creating an account in the Platform; (b) placing an order through the Platform or the associated online store; or (c) using the Platform in any other manner, you agree to these Terms. You may not use the Platform if you do not agree to these Terms. These Terms may be changed upon written notice. It is your obligation to review them frequently and to maintain a working contact address to receive notices.

The Platform gives you a central point of access to certain services and systems of Vendor to license, support and maintain your software products and related services. The features of the Platform are set out at https://docs.platform360.io/ (“Platform Features”). The Platform Features may be changed by Provider (as defined below) or Vendor at any time upon written notice. We have no obligation to introduce any updates, enhancements, modifications, revisions, or additions to the Platform. Certain aspects of the Platform may be in “Beta.” If so indicated, the provisions of these Terms governing Beta items also apply. If you purchase third party products offered through the Platform, you may be required to agree to, or review, additional terms and conditions. Purchasing those products indicates your acceptance of those terms and conditions.

2. CONTRACTING PARTIES

The Platform will be licensed to you by the members of the WebPros group of companies: either (a) WebPros International L.L.C., 2550 North Loop W., Suite 4006, Houston, TX 77092 / USA (“WebPros U.S.”) for licenses in the Americas; or (b) WebPros International GmbH, Vordergasse 59, 8200 Schaffhausen / Switzerland (“WebPros EU”) for licenses elsewhere. In these Terms, WebPros U.S. and WebPros EU are each a “Vendor”, collectively they are referred to as “we” or the “Provider.” When licensing their individual software products to you, they are referred to as the Vendor of that particular software product. The Provider you contract with will be based on your billing address, or if none is provided, your contact information.

However, due to the fact that the Platform will allow you to license, maintain and administer WebPros U.S. as well as WebPros EU products and services, any purchases you make through the Platform will be provided directly by the respective Vendor of such product or service, directly. The entity with whom you are contracting will be shown in the order summary and the corresponding invoice.

3. WHAT PLATFORM 360 PROVIDES

The Platform is designed for providing password-restricted access to your stored information as a WebPros EU or WebPros U.S. customer such as name, the registered address, information about your licenses (incl. licenses to associated third party products), your servers and certain terms of your existing contracts in order to assist you in purchasing, maintaining and supporting your customer relationship with your Vendor in a centralized place. The Platform also provides a method by which you may access different features using a single set of credentials / single sign on (“SSO”). This centralization and combination of different available data sources is the core purpose of the Platform. If you do not agree to this combination of your available data for your use of the Platform, you should NOT register for any service provided by the Platform. When registering for the Platform, your consent is required to allow your respective Provider to combine available data from its different resources and systems (e.g., its CRM, Licensing and Support Systems, Forums or the Vendors’ Products) for the purpose of centralizing such information in the Platform for your convenience.

After successfully registering an account for the Platform, you will be provided with password-restricted access to your personal web-based administration interface, created to assist you with maintaining, purchasing and supporting your licenses and certain terms of your existing contracts with a Vendor. You will also be able to use the SSO features of the Platform inside and outside of the Platform with connected products and features.

4. LICENSE TO USE

Subject to your full and ongoing compliance with these Terms, including, without limitation, payment of all applicable fees for any licensed products or services, Provider hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable, non-assignable, revocable license to use the Platform during the Term, only as authorized in these Terms.

Use of the products and licenses provided via the Platform is governed by the respective end user license agreements (EULAs), in their then current version. The same applies to any third party products or licenses provided to you through the Platform. Any use of these products or licenses is subject to your prior acceptance of the respective underlying third-party EULA.

5. YOUR OBLIGATIONS AND CONDUCT

a) You agree to be solely responsible for: (i) any passwords used in the Platform and their security, and (ii) the provision of true, accurate, current and complete information when registering for the Platform. Accordingly, if you provide any information that is false, inaccurate, out of date or incomplete, or Provider has reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, Provider may suspend or terminate your account and refuse any and all current or future use of, or access to, the Platform (or any portion thereof).

Provider is not liable for any unauthorized use of your Platform account or any third party services associated with it and you accept all risks of unauthorized access to such information based on grounds, not attributable to Provider (e.g., your disclosure / loss of your login credentials).

You will not use the SSO features of the Platform to provide services to third parties.

Furthermore, Provider shall have the right to delete abandoned accounts or access to the Platform after a reasonable timeframe of inactivity. If you terminate these Terms, your ability to use the SSO features of the Platform will also terminate.

b) The creation, modification or termination of product licenses with the Vendor through the Platform will have a direct commercial effect on a Vendor’s license invoice to you. This is why you will bear any financial liability as a result of any licensing or service transaction, initiated within your account in the Platform.

c) You agree not to use the Platform for any illegal, destructive or fraudulent purposes. Any use of the Platform for purposes other than the maintenance and administration of your own servers and product licenses is forbidden and unlicensed.

In the event the Platform allows you to enter, manage, maintain or change data of others (e.g., your team members or customers), your use and processing of any form of personal information belonging to these persons may be restricted by privacy laws and you reaffirm that you have all required consents and authorizations by the affected data subjects for such processing. Provider is not responsible and disclaims any liability for breaches of privacy laws by your use of the data you provide to the Platform.

6. OUR OBLIGATIONS

a) Subject to your compliance with these Terms at all times during your use of the Platform, Provider grants you access to the available services of the Platform via your access credentials and in accordance with the type of your subscription. If a fee is required to access certain features of the Platform, your access to those features is conditioned on full payment of the fee set out during the subscription process.

b) Provider’s sole and exclusive obligation shall be to provide you with reasonable access to the Platform.

c) Technical support for the Platform will be provided to you directly by your Provider. As a registered account holder, you will be eligible of submitting support requests to Provider relating to availability and functionality of the Platform itself. Product related requests for technical support will have to be submitted to the respective product Vendor, directly, and will be subject to their individual support policies.

d) The SSO features of the Platform provides connectors, configured by you, that interact with third party applications. You acknowledge and agree that the Provider is not responsible for any changes to, functionality of, or defect with, any third party applications and that interoperability with the SSO features of the Platform can be broken temporarily or permanently at any time.

7. FEES AND PAYMENTS

a) Payments will be processed by the individual Vendor. Whenever a commercial transaction is initiated by you through the Platform by licensing a software product or ordering a service, you will be forwarded to the online store or licensing system of the respective Vendor of the License or service directly to contract with and make the purchase.

b) If you are already in a contractual relationship (an “Existing Agreement”) with a Vendor, all relating transactions initiated by you via the Platform will be processed in accordance with the terms and conditions of the Existing Agreement automatically and will be charged to you in accordance to the agreed then actual pricing. In the absence of an Existing Agreement, all transactions initiated by you via the Platform will be charged to you under retail conditions via the respective Vendor’s online store.

c) Vendor may add or remove products and services offered on the Platform at any time, and without notice. In addition, Vendor may amend the terms of these Terms at any time, as set out herein, by providing thirty days prior written notice of such a change. If you do not agree with such a change, you must cease using the impacted product or service prior to the thirty day period. You will receive a pro-rated refund of any fees paid. Your continued use of the product or service after the thirty day period indicates your acceptance of those changes. To the extent the terms of your Existing Agreement with an individual Vendor apply to pricing and fees for a particular product or service, those terms supersede the prior sentence.

d) All fees and charges as a result of any commercial transaction initiated via the Platform shall be payable net cash without deductions for taxes, assessments, fees, or charges of any kind. You are responsible for paying all sales, use, excise, value-added, withholding or other tax or governmental charges imposed on the licensing or use of the services via the Platform. In the event withholding taxes would apply to any payment from you to the respective Vendor, you agree that either the Vendor may automatically increase the original license or service pricing by the amount of such taxes or you will remit such taxes to your respective authority at your place of business yourself, with the effect that after deduction of such taxes, the Vendor will receive the original fee owed. All transactions initiated by you will be subject to the payment and fees provisions of your Existing Agreement. If you do not have a pre-existing contractual relationship with either Vendor, the pricing and term provisions will be those set out in the WebPros EU online store and the WebPros EU EULA if WebPros EU is the licensor or conduit for sale of the product; or the WebPros U.S. online store and the WebPros U.S. EULA if WebPros U.S. is the licensor or conduit for sale of the product.

e) If a Vendor licenses a third-party software product to you, the Vendor acts as an authorized reseller (or sub-licensor) of such third-party product. Any financial obligation concerning such third-party product, beyond the designated license fees for such product, shall be in your sole and exclusive responsibility.

f) Recurring fees for ongoing licenses or services will be charged by the respective Vendor directly in its monthly invoice to you. You hereby acknowledge and agree that if you are entering into commercial relationships with different Vendors via the Platform, you will receive one invoice per Vendor for each license/service term. The agreed payment term is set forth on a Vendor’s invoice(s) to you.

g) Unless set forth to the contrary in an Existing Agreement, all invoices are due thirty days from the date of Vendor’s invoice (“Invoice Date”). Should you dispute any invoice, you must provide written notice of the dispute to the Vendor prior to the invoice due date, specifically stating the reasons for your dispute. Should the Vendor agree with your dispute, the amount determined by the Vendor to be invoiced in error shall be applied as a credit to the next full invoice. Should the Vendor reject the dispute, it shall notify you in writing. All determinations of the Vendor shall be final.

h) All payments shall be made in the invoiced currency. If payment in full is not received by the Vendor per the terms of the invoice, you will be assessed annual (pro-rated) interest at the rate of five percent (or the maximum rate permitted by law) until the invoice is paid in full. In the event your account has to be referred to a collection agency or a law office, you shall also pay all costs incurred by the Vendor for actions taken by such collection agency or law office.

8. TERM / TERMINATION

a) Upon your successful registration for an account in the Platform, these Terms will govern your use of the Platform for as long as you make use of it. You may stop using the Platform, as well as the applicability of these Terms, by permanently deleting your Platform account in your account preferences. For the avoidance of doubt and for clarity, a termination of your Platform account does not have any effect on existing licenses or services, previously obtained from the respective Vendor through the Platform. If you cease using the Platform as an administration interface between you and Vendor, existing licenses and service subscriptions can only be modified or terminated directly with the respective Vendor.

b) Both you, or Provider, may at any time terminate your access to the Platform and/or delete your Platform account for cause if the other party fails to perform any material obligation imposed by these Terms or otherwise breaches any material provision of these Terms. Failure to pay fees of any type to a Vendor or Provider shall be a material breach of these Terms. Any such termination of your access or account will also terminate your eligibility for the receipt of free and paid services, subscribed to in the Platform (e.g. Monitoring etc.).

c) Upon termination of your Platform account, your access to the Platform will be terminated and you will not have access to the Platform services, including SSO features, any longer. Accordingly, any information and data provided by you for the creation of your account will be deleted permanently by Provider. Your pre-Existing Agreement with a Vendor will not be affected by a termination of your Platform account.

9. CONFIDENTIALITY OF INFORMATION / INTELLECTUAL PROPERTY RIGHTS

a) In the course of performing their obligations pursuant to these Terms, both you, Provider as well as a Vendor (as the case may be, each a “Receiving Party”) will be furnished with, receive, and otherwise have access to information concerning you, Provider or Vendor (as the case may be, each a “Disclosing Party”) or proprietary information belonging to the Disclosing Party, which information the Disclosing Party considers to be confidential. For the purposes of these Terms, “Confidential Information” shall include, but not be limited to, structural information about the architecture of products and any information relating thereto; all information relating to the party’s business, including, without limitation, financial, marketing, and customer information, and any other information that would be considered a trade secret during the applicability of these Terms and for a period of five years following their termination or expiration.

All Confidential Information shall be the property of the Disclosing Party. The Receiving Party shall: (I) hold all Confidential Information in strict confidence and refrain from disclosing Confidential Information to third parties, except as expressly authorized by these Terms; (II) use Confidential Information solely and exclusively for the purposes of fulfilling its obligations under these Terms, and only as expressly authorized by these Terms; and (III) accord Confidential Information at least the same level of protection against unauthorized use or disclosure that the Receiving Party customarily accords to its own confidential, proprietary, or trade secret information of a like nature, but in no event less than a reasonable level of protection. Upon termination of your access to the Platform for any reason, or upon the request of the Disclosing Party, the Receiving Party shall either return to the Disclosing Party or destroy, at the sole option of the Disclosing Party, all Confidential Information.

b) In furtherance of the foregoing, both Parties may in the course of their respective responsibilities under these Terms either provide or be furnished with or have access to information which may qualify as “personal data” in some or all jurisdictions. Each party agrees and acknowledges that the other may collect, use and or process such personal data in performing its contractual duties and for general administrational purposes and may also disclose the personal data to third parties in its country of residence and abroad to the extent required by this Agreement or if required for the performance of its obligations under this Agreement, however always in accordance with the provisions of the applicable data protection laws in effect. By implementing and maintaining sufficient technical and organizational measures as requested by applicable data protection laws, either party makes sure that the other party’s personal data is kept in strictest confidence and protected sufficiently against disclosure, loss or destruction.

Any personal data provided by you to Provider in the course of setting up and maintaining your account to the Platform will be processed by Provider in accordance with its then current privacy policy, available at your respective Provider’s website www.plesk.com or www.cpanel.net, as the case may be. As set forth in section 4 above, the use, processing and combination of different data sources available from a Vendor is one of the core functionalities of the Platform, which is why the lawfulness of processing of such data results from Article 6, subsection 1(b) of the GDPR. Additionally, and for the sake of clarity, your express consent for these processing activities is furthermore required when setting up your account in the Platform.

c) The Provider does not sell your information to third parties for any commercial or non-commercial interest (a traditional “sale”). However, the term “sale” may in some jurisdictions also comprise providing data to third parties to process payment for services, and, if chosen by you, the provision of your personal information to entities whose products WebPros EU resells. If you opt out of the sale of your information by contacting the Provider (via [email protected] for the USA or [email protected] for all other geographies) or clicking the link on the Platform and opting-out of the sale of your information, the Provider may be unable to provide services to you if your request not to sell information includes a prohibition on processing payments for the products you purchase in your jurisdiction.

d) You acknowledge that the Platform as well as the products, services, documentation and other materials available through it (collectively the “Products”) are protected under copyright law and other laws protecting intellectual property rights. You further acknowledge the exclusive rights of the respective Vendor in and to its Products and acknowledge that the Vendor retains sole title to and ownership of such Products, and any copies thereof made by you. Nothing in these Terms or the conduct of the Parties shall give you any ownership interest in the Products, except for a limited right to use the same in accordance with these Terms and the Vendor agreements referenced in these Terms. You shall not represent, in any manner, that you have an ownership interest in the Products or cause any third party to commit any act challenging, contesting, or in any way impairing or attempting to impair the rights of the Vendor in the Products provided to you.

10. INDEMNITY

You hereby agree to indemnify and hold harmless Provider as well as Vendor, their subsidiaries and affiliates, and each of their respective directors, officers, employees and agents (collectively the “Indemnified Parties”), against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including, without limitation, reasonable attorneys’ fees (any or all of the foregoing hereinafter referred to as “Loss” or “Losses”), insofar as such Losses or actions in respect thereof arise out of or are based on (i) any breach of any representation or warranty made by you hereunder, (ii) any breach of any covenant or agreement made by you herein, or any failure by you to perform the obligations imposed by these Terms; (iii) any other Loss suffered by any of the Indemnified Parties arising from or relating to your conduct with respect to your use of the Platform; or (iv) your violation of any rights of another person or entity, including, but not limited to, third-party intellectual property rights or moral rights as well as life or health of individuals.

These indemnification obligations are in addition to any indemnification requirements set forth in the Existing Agreements between you and the Vendor referenced in these Terms.

11. MODIFICATION OF TERMS AND SERVICES

Provider may make changes to these Terms or other matters concerning the Platform by displaying notices or links to notices to you in your Platform account. It is your responsibility to periodically check these Terms and your account for changes. At any time, Provider reserves the right to modify or discontinue, temporarily or permanently, any of the platform services offered (or any part thereof) with or without notice. Provider may make changes to the Platform and a Vendor may make changes to their on-line store(s), including regarding products, services, programs, and prices, at any time without notice. Provider may, in its sole discretion, terminate your password, your use of the Platform services or use of any other Platform service for any reason, including, without limitation, for lack of use or if Provider believes that you have violated or acted inconsistently with these Terms. Any termination of your access to the Platform may occur without prior notice, and Provider may immediately de-activate or delete your account and all related information and files in your account and/or bar any further access to such files or the services. Provider will not be liable to you or any third-party for any termination, modification, or suspension of your access to the Platform. However, in such case, Provider will have the right to entirely delete your account data (including personal information) after a reasonable timeframe and in accordance with the applicable privacy laws.

12. ADVERTISEMENTS AND PROMOTIONS

As one of the core functionalities of the Platform, Provider may also use the data you provide and generated by you within the Platform or your usage behavior to provide you with tailored offerings or recommendations related to Vendor products, extensions, content, functionalities or best practices, which may be of interest for you (an “Offering”). A limited number of Platform cookies as well as up-to-date profile/account information help Provider choosing only relevant recommendations, which is why you are asked to periodically check the data you provide using the Platform for accuracy. Whereas some of the data you provide is necessarily required for setting up your account, you will always have the possibility to provide additional data to further personalize recommendations and Offerings. Except in a transaction in which a party is acquired, in no event will Provider or a Vendor sell any submitted data to a non-affiliated third party without your express prior written consent. It is your responsibility to determine the fitness of any third party with whom you transact as a result of any such Offering.

In the event such Offerings involve services or products of third parties available from a Vendor via the Platform, any correspondence or business dealings with, or participation in promotions of, advertisers other than a Vendor found on or through the Platform, including direct payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such Offerings, are solely between you and such advertisers. Neither Provider, nor a Vendor, are responsible or liable for any loss or damage of any sort incurred as the result of any such Offerings or as the result of the presence of advertisers on the Platform.

13. LINKS

Within the Platform you may be provided with links to other Internet sites or resources (such as third party vendors, etc.). Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such site or resource. Provider is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by Provider of those sites.

14. REPRESENTATIONS AND WARRANTIES

a) Provider warrants that it has the right to provide you with access to the Platform as well as to connect the platform to the associated vendor systems, products and services. Except for the warranties set out in the prior sentence, the Platform is provided to you ‘as is’ and ‘as available’ and all other warranties, express or implied, included, but not limited to any implied warranties of merchantability or fitness for a particular purpose, title, quiet enjoyment, non-infringement or any implied warranties arising from course of dealing, course of performance or usage of trade are disclaimed. Provider makes no representations, warranties, conditions or guarantees as to the quality, suitability, truth, accuracy or completeness of any of the content contained on the Platform or any product or service that the Platform connects to.

b) You warrant to Provider that you: (a) have the full right, power and authority to enter into these Terms on behalf of yourself or the legal entity you are acting for and to undertake to perform the acts required of you hereunder; (b) the execution of these Terms by you, and the performance by you of your obligations and duties to the extent set forth in these Terms, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (c) when accepted (see section 1) or executed and delivered by you, these Terms will constitute a legal, valid and binding obligation on you, enforceable against you in accordance with the representations, warranties, terms and conditions; and (d) you will comply with all applicable laws related to the use and installation of the Platform and the performance of your obligations under these Terms.

c) Provider furthermore makes no warranty or condition that: (i) the products or services will meet your requirements, (ii) the Platform or services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Platform and its services will be accurate or reliable, (iv) the quality of any products, software, services, information, or other material obtained by you through the Platform will meet your expectations, or (v) any errors in the Platform, any software or services will be corrected.

d) Your use of the Platform is at your sole risk. The Platform as well as any services or content provided therein are provided "with all faults," and is for commercial use only. Any material downloaded or otherwise obtained through the use of the Platform occurs at your own discretion and risk and you are solely responsible for any damage to your computer system, loss of data or infringement that results from the download of any such material, including any damages resulting from computer viruses.

e) No advice or information, whether oral or written, obtained by you through the Platform will create any warranty or condition not expressly stated in these terms.

15. LIMITATION OF LIABILITY

a) Notwithstanding the warranty provisions set forth in these Terms, all of the obligations of Provider regarding warranties shall be contingent on your use of the Platform in accordance with these Terms, as these Terms may be amended, supplemented, or modified by Provider from time-to-time. Provider shall have no warranty obligations regarding any failures of the Platform, which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.

b) YOU ACKNOWLEDGE AND AGREE THAT GRANTING YOU WITH ACCESS TO THE PLATFORM DOES NOT INCLUDE ANY RESPONSIBILITY OR LIABILITY OF PROVIDER OR THE ASSUMPTION BY PROVIDER OF THE RISK OF YOUR OR ANY THIRD PARTY’S INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE PLATFORM. ACCORDINGLY, YOU HEREBY AGREE, THAT NEITHER PROVIDER NOR VENDOR SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOST SAVINGS OR LOSS OF REVENUES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF PROVIDER OR VENDOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE. IT IS AGREED THAT PROVIDER’S OR VENDOR’S LIABILITY FOR SLIGHT OR SIMPLE NEGLIGENCE SHALL MUTUALLY BE EXCLUDED, HOWEVER SUBJECT TO THE LIMITATIONS BELOW OR GIVEN BY THE APPLICABLE LAWS. PROVIDER’S OR VENDOR’S LIABILITY IN CONNECTION WITH THESE TERMS AND THE USE OF THE PLATFORM FOR ANY DAMAGES RESULTING FROM NEGLIGENCE OR GROSS NEGLIGENCE SHALL BE LIMITED TO THE AMOUNT OF THE TYPICAL AND FORSEEABLE DAMAGE. SUCH LIABILITY HOWEVER, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OR EQUIVALENT OF US$ 1,000. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. YOU ACKNOWLEDGE THAT THIS LIMIT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT PROVIDER OR VENDOR WOULD NOT HAVE ACCEPTED YOUR REQUEST FOR ACCESS TO THE PLATFORM WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

c) Provider is finally not liable for the loss of data and/or programs as far as the loss is based on the fact that you have refrained from making sufficient back-up copies and therefore from ensuring that lost data can be restored with reasonable effort.

d) Nothing in these Terms shall be deemed to exclude or limit either party’s liability with respect to (1) injuries to or death of any person, caused by a party or its representatives, auxiliary persons (executive and non-executive staff) and subcontractors; (2) loss and damages caused by willful intent or gross negligence by either party or Its representatives, auxiliary persons (executive and non-executive staff) and subcontractors; (3) any indemnity or guarantee given by either party under these Terms; and (4) any mandatory liability according to the applicable law. In any case, the party’s liability hereunder shall be limited to the minimum required by the applicable law.

16. GENERAL

a) If WebPros U.S. is your Provider, these Terms and your use of the Platform shall be governed by the laws of the State of Texas and you agree that jurisdiction and venue are appropriate in the applicable courts located in Harris County Texas. The provisions of the U.N. Convention on Contracts for the International Sale of Goods are hereby mutually disclaimed.

b) If WebPros EU is your Provider, these Terms and your use of the Platform shall be governed by the laws of Switzerland and the place of jurisdiction are the applicable courts located in Zürich / Switzerland. The provisions of the U.N. Convention on Contracts for the International Sale of Goods are hereby mutually disclaimed.

c) All notices, requests, and demands expressly contemplated by or related to these Terms or your use of the Platform shall be made in writing and shall be deemed to have been duly given: (I) when hand-delivered to the addressee; (II) when provably transmitted by facsimile or e-mail (both with confirmation of receipt); (III) one business day after being given to an overnight courier with a reliable system for tracking delivery; or (IV) three business days after the day of mailing, when mailed by registered or certified mail, return receipt requested, postage prepaid.

d) All notices to a specific Provider shall be sent to addresses set forth at the beginning of these Terms and all notices to you will be sent to the address specified in your Platform account. Each party shall promptly notify the other Party in writing, as provided in these Terms, of a change of address or designated representative.

e) You agree that you shall not, directly or indirectly, use, install, sublicense or resell any items provided to you through the Platform, access the Platform, or otherwise engage in any dealing or transaction, directly or indirectly, with or involving any country or region or any person if such use, installation, sublicense or resale of such items would be prohibited for any U.S. or EU citizen by virtue of any applicable law. You shall also ensure that no licensee or other third party, directly or indirectly, engages in any such use, installation, sublicensing or resale or engages in any such dealing or transaction. The foregoing commitments shall apply with respect to, without limitation, any individual or organization on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, the Consolidated Screening List, the SECO list or the Consolidated European Sanctions and Embargoes List or deal with any other individual who or organization that is the subject of a U.S. or EU legal measure that provides for sanctions blocking the property.

f) No waiver by you, Provider or a Vendor (each a “Party”, collectively the ”Parties”) will be effective unless documented in writing, signed by an authorized representative of the Party against which enforcement of the waiver is sought. The failure of either Party to insist upon strict performance of any of the terms or provisions of these Terms, or the exercise of any option, right, or remedy contained in it, shall not be construed as a waiver of any future application of such term, provision, option, right, or remedy, and such term, provision, option, right, or remedy shall continue and remain in full force and effect.

g) If a court of competent jurisdiction finds any provision of the Terms to be invalid, the Parties agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Terms must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

h) The Parties shall be independent contractors under these Terms. Nothing in these Terms or in the conduct of the Parties shall be interpreted or construed as creating or establishing any relationship between the Parties other than that of independent contractors.

i) Either party’s non-performance hereunder will be excused, to the extent reasonably necessary, in the event that an act of God, war, civil unrest, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing party prevents timely performance under these Terms, provided that such failure to perform or delay could not have been prevented through the use of reasonable precautions, and such failure to perform or delay cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means. The affected party will promptly notify the other party of the circumstances causing its failure to perform or delay. For as long as such circumstances prevail, the party whose performance is delayed or hindered will continue to use all commercially reasonable efforts to commence or resume performance without delay.

j) The provisions of any Existing Agreement or the Vendors’ respective EULAs shall prevail over any conflicting provisions of these Terms.

WebPros Privacy Policy

v.11 – Updated November 10^th, 2025

A. General Note

This Privacy Policy is aimed at worldwide users of WebPros websites and other online services (collectively the “Offerings”). To ensure a proper and secure handling of personal data handed over to us, WebPros has decided to make the principles of the EU General Data Protection Regulation (GDPR) applicable to all its global entities as a common standard in addition to local privacy laws in effect. E.g. for Europe, both, the provisions of the GDPR and the provisions of the Swiss Data Protection Act (DSG) and the UK General Data Protection Regulation (for WHMCS) apply, whereas in the USA, the applicable privacy regulations per state apply. If your locally applicable data protection law grants you a level of data protection that exceeds that of the GDPR, this stricter level will also apply in the relationship between you and WebPros. However, the level of data protection provided by the GDPR will never be undercut.

Insofar as the terms of the GDPR are used (e.g. "processing" or "personal data"), these are to be understood as having the same meaning in the sense of the Swiss DSG and/or your local data protection laws, insofar as this is objectively possible.

The aim of this Privacy Policy is to ensure the protection of your personal data in accordance with the fundamental requirements of the GDPR and the Swiss DSG.

B. Third Country Transfer

Data processing also includes disclosure by transmission to third parties and, where applicable, to so-called third countries outside the European Union ("EU") and the European Economic Area ("EEA"). Where we transfer data to countries outside the EU or the EEA, we have labelled this below. In the case of data transfer within our group of undertakings, there are generally adequacy decisions by the European Commission pursuant to Art. 45 para. 3 GDPR for the countries in which our group company is located, namely Switzerland, Japan and Canada. In the case of data transfer to our group company based in the USA, such company is certified under Data Privacy Framework standards, a data processing agreement is in place and there are corresponding EU standard contractual clauses.

Supplementary in accordance with Swiss data protection law:

Subjects resident in Switzerland or as far as the DSG applies, we comply with the requirements of Art. 16 et seq. DSG. Personal data is only transferred abroad if the country in question has an adequate level of data protection (e.g. the EU Member States, Japan, Canada and the USA for certain areas in accordance with the Swiss-U.S. Data Privacy Framework) or appropriate safeguards are in place to protect the data, for example by concluding standard data protection clauses, contractual agreements or other suitable protective measures.

Unless an adequacy decision or appropriate safeguards are in place, data will only be transferred in exceptional cases, for example if it is necessary to fulfil a contract or if you have given your express consent.

C. Joint Data Processing within the WebPros group

1. Joint Data Processing

As part of our business operations and the use of our website, we work closely within the WebPros group and jointly process certain personal data. The goal is to make our internal processes, IT systems, and administration efficient and secure. This may require us to share data within the WebPros group or process it in systems that we operate jointly.

The following entities belong to the WebPros group of companies:

WebPros International GmbH, Vordergasse 59, 8200 Schaffhausen / Switzerland
WebPros Germany GmbH, Hohenzollernring 72, 50672 Cologne / Germany
WebPros International L.L.C., 2550 North Loop W., Suite 4006, Houston, TX 77092 / USA
WebPros Spain S.L.U., Carrer d’Aragó, 182, Àtic, 08011 Barcelona / Spain
WebPros Bulgaria EOOD, ul. "San Stefano" 22, 1504 Sofia / Bulgaria
WebPros Japan K.K., G1 Bldg. 7F-1221, 1-3-3 Ginza, Chuo-ku, Tokyo 104-0061 / Japan
WebPros Netherlands B.V., Schiphol Boulevard 369, Tower F, 7th floor, 1118BJ Schiphol / NL
Canada WebPros International, Ltd., 1055 Dunsmuir Street, Suite 3000, Vancouver, BC V7X 1K8 / Canada
XOVI GmbH, Hohenzollernring 72, 50672 Cologne / Germany
SocialBee Labs Srl., Poet Grigore Alexandrescu Str, No 51, 400560, Cluj-Napoca / Romania
Comet Licensing, 329 Durham Street, Christchurch, 8013 / New Zealand
WHMCS Limited, C/O TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ / United Kingdom

For data subjects from the EU, this joint data processing is based on our legitimate interest in accordance with Art. 6 para. 1 lit. f GDPR in a well-functioning corporate organization and IT infrastructure.

For persons from Switzerland, processing is also based on our overriding interest in accordance with Art. 31 para. 1 DSG in order to enable secure and efficient cooperation within the Webpros group.

To ensure data protection is maintained, we have established binding agreements within the WebPros group that specify which company assumes which tasks and responsibilities. If you have any questions or wish to exercise your rights, the WebPros company you first contacted is usually your point of contact.

2. Contact

We have also internally assigned the fulfillment of data subject rights to WebPros International GmbH / Switzerland. You can contact the following point of contact at any time with inquiries or to exercise your data subject rights, and they will forward your request for processing, internally:

WebPros International GmbH
Vordergasse 59
8200 Schaffhausen / Switzerland

Email: [email protected].

3. Contact details of the data protection officer of WebPros International GmbH

Email: [email protected].

D. Data Processing

The individual data affected by joint data processing, processing purposes, legal bases, recipients and, if applicable, transfers to third countries are listed below:

1. Contacting WebPros

When you contact us, we process the data you provide to us – for example, your name, your contact details (if provided), and your message – to handle your request. The processing is based on our contractual or pre-contractual obligations (Art. 6 para. 1 b) GDPR) or because we have a legitimate interest in responding to your inquiry (Art. 6 para. 1 f) GDPR). Under Swiss data protection law, we rely on our overriding interest in communicating with you and handling your request (Art. 31 para. 1 DSG).

2. Contact in case of Job Applications

If you send us your application, for example, by email or via a contact form, we will process the data you provide (such as name, email address, desired location) as well as your message and application documents solely for the purpose of processing your application.

For companies based in the EU, data processing is carried out on the basis of Art. 6 para. 1 b) GDPR, with § 26 BDSG (decision on an employment relationship) taking precedence in Germany. If further processing is required after the procedure is completed for legal prosecution, we base this on Art. 6 para. 1 f) GDPR (legitimate interests).

For applications in Switzerland, Art. 328b OR applies. According to this, data may be processed as far as it concerns suitability for the employment relationship or is necessary for the execution of the employment contract.

Your application data will be stored for the duration of the application process. After the procedure is completed, we will delete your data within 6 months, unless there are legal retention obligations, consent for longer storage (e.g., for an applicant pool), or further retention is required to protect legitimate interests (e.g., to defend against claims).

3. Contract fulfilment and data management in the context of service provision

For the establishment, execution, and processing of contracts, we process the necessary data (e.g., name, contact details, address, email address, phone number, access data) as well as all information required for fulfilling the contract.

The processing is carried out – where applicable – in accordance with Art. 6 para. 1 b) and c) GDPR and the corresponding provisions of the Swiss Data Protection Act (DSG) for contract fulfillment and compliance with legal obligations.

If necessary for contract processing, we transmit data to third parties, e.g., to supervisory authorities for correspondence or to enforce your rights. Additionally, data may be shared with our affiliated companies within the scope of order processing if they are involved in service provision.

4. Log files of Website Visits

We log your website visit. In doing so, we process:

The name(s) of our accessed website(s)
The date and time of access
The amount of data transferred
The browser type and version
The operating system you use
The referrer URL (the previously visited website)
Your IP address
The requesting provider.

The legal basis for data processing is our overriding legitimate interest in the continuous provision and security of our website in accordance with Art. 6 para. 1 f) GDPR. The log file is deleted after seven days unless it is needed to prove or clarify specific legal violations that have become known within the retention period.

5. Newsletter and Customer Information

To keep you regularly informed about our company and our offers, we offer several email newsletters. For this purpose, we process the data you provide during registration (email address and any voluntary information).

To prevent misuse, we use the double opt-in procedure: After registration, you confirm it through a confirmation email. The registration process is logged to prove its legality (time of registration and confirmation as well as IP address). The legal basis is your consent – for the EU according to Art. 6 para. 1 a) GDPR, for Switzerland according to Art. 31 para. 1 DSG. The logging and confirmation email are based on our legitimate interest in proving proper registration (Art. 6 para. 1 f) GDPR or Art. 31 para. 1 DSG).

The data is transmitted to HubSpot, Inc. (USA) as part of order processing. HubSpot is certified under the EU-U.S. and Swiss-U.S. Data Privacy Framework, ensuring an adequate level of data protection under both EU and Swiss law. Additionally, an EU standard contractual clause exists. European branch: HubSpot Ireland Ltd., 30 North Wall Quay, Dublin 1, Ireland.

Based on WebPros’ legitimate interest in accordance with Art.6 para. 1 f GDPR and the existing customer relationship with WebPros, customers may be provided with information relating to other WebPros products, which may be of interest to them. At any time, customers have the option to opt out of the receipt of such information by using the unsubscribe option in any communication received.

6. Use of Cookies

We use cookies on our website. These are small text files that are stored on your device (e.g., PC, smartphone, or tablet) and contain certain information. You can find out which cookies we use, who provides them, and for what purpose at any time in our consent management platform. You can open this banner via the icon at the bottom left of our websites. There, you can manage, revoke, or adjust your consent in accordance with § 25 para. 1 TDDDG (Germany) and Art. 6 para. 6 DSG (Switzerland).

6.1. Our Cookie Consent Management Platform

To document your selection of cookies and similar technologies and to comply with our legal obligations, we use a consent management platform (Usercentrics). When you visit our website, we ask for your cookie preferences. Your decision is stored in a special cookie. The legal basis for this is Art. 6 para. 1 lit. c GDPR and Art. 7 para. 1 DSG (Switzerland), as we are legally required to prove and manage your consent.

For managing your consents, we use the consent management platform “Usercentrics”, provided by Usercentrics GmbH, Sendlinger Straße 7, 80331 Munich / Germany. The following data is processed and transmitted to Usercentrics:

– Your consent or rejection (including date, time, language, consent ID)

– Device data (such as browser information and anonymized IP address)

The processing of this data is also carried out to fulfill our legal obligations according to Art. 6 para. 1 lit. c GDPR and Art. 7 para. 1 DSG (Switzerland).

6.2. Cookie categories in use by WebPros (Essential, Functional, Analytics, Marketing)

Cookie types	Description
Essential	Essential Cookies help make an Offering usable by enabling basic functions like page navigation and access to secure areas of the Offering. The Offering cannot function properly without these cookies.
Functional	Functional Cookies allow the Offering to remember the user’s website preferences and choices they make on the Offering including login details, geo-location, language, and enhanced content. This allows the Offering to provide personalized features for users. Functional Cookies are used to enhance the performance of Offerings, as without them, certain functions of the Offerings may not be available. Functional Cookies are helping to provide services that a user requests.
Analytics	Analytic Cookies collect information about your use of the Offering and enable us to improve the way it works. These cookies give us aggregated information that we use to monitor site performance, count page visits, spot technical errors, see how users reach the site, and measure the effectiveness of advertising (including emails we send to you).
Marketing	Marketing Cookies allow us and other trusted advertisers to select advertisements that are based on your interests, including those expressed or inferred by visits to our Site or apps or across other Offerings, online services, and apps over time. Others help prevent the same advertisement from continuously reappearing for you. These types of cookies also help us provide you with content on the Site that is tailored to your interests and needs. Some Marketing Cookies and other technologies are used in part to also facilitate advertising. Please be aware that Marketing Cookies in some cases have a direct relation to Social Cookies. These Social Cookies are used to enable you to share content, which is a matter of your own interest as well as may participate in the process of authorization via social media services to gain access to 3rd party apps/websites, if you choose to do so. Social cookies may also be used for advertising/analytics purposes.

6.3. Note on Google Services

We use various services from Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland ("Google") on our website. This may also involve data transfers to Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.

For data subjects in the EU, the transfer is based on the EU-U.S. Data Privacy Framework. Google is certified for this and is subject to the EU Commission’s adequacy decision for the USA.

For Switzerland, the transfer is based on the Swiss-U.S. Data Privacy Framework (Swiss DPF). Google is also certified for this, so Switzerland recognizes an adequate level of data protection for transfers to the USA.

If, in exceptional cases, there is no certification or adequate protection, we additionally ensure the protection of your data through standard contractual clauses (SCC) or other suitable measures.

6.4 This specific Offering uses the following cookies and other technologies

E. Duration of Data Processing

We store personal data only as long as it is necessary to achieve the respective purpose or until you revoke your consent.

If there are legal retention obligations – for example, under commercial, tax, or social security law in Switzerland or the EU – the retention of certain data may be required for up to 10 years or longer, regardless of the processing purpose.

To ensure that no data is stored longer than necessary, we conduct regular reviews and delete personal data as soon as the purpose of storage ceases to exist and there are no legal obligations or legitimate interests remaining.

F. Your rights as a Data Subject

1. Request for Information

Upon request, you can receive information about all personal data we have stored about you at any time, free of charge.

2. Rectification, Erasure, Restriction of Processing (Blocking), Objection

If you no longer agree with the storage of your personal data or if it has become incorrect, we will delete or block your data upon your instruction or make the necessary corrections (as far as this is possible under applicable law). The same applies if we should only process data in a restricted manner in the future. You have the right to object, particularly in cases where your data is required for the performance of a task carried out in the public interest or based on our legitimate interest, including profiling based on these grounds. You also have the right to object to data processing for direct marketing purposes.

3. Right to withdraw consent with effect for the future

You can withdraw your consent at any time with effect for the future. Your withdrawal will not affect the lawfulness of the processing up to the time of withdrawal.

4. Data Portability

If data processing is based on a contract, pre-contractual negotiations, consent, or automated procedures, you have the right to data portability. Upon request, we will provide your data in a common, structured, and machine-readable format, so that you can transfer the data to another controller if desired.

5. Restriction of Processing

Data for which we are unable to identify the data subject, for example, if it has been anonymized for analysis purposes, is not covered by the aforementioned rights. Information, deletion, blocking, correction, or transfer to another company may be possible for such data if you provide us with additional information that allows us to identify you.

6. No Automated Decision-making or Profiling

Your data is not used by us for automated decisions which have legal consequences for you or significantly affect you in a similar way – as described in Art. 22 GDPR (EU) or Art. 21 DSG (Switzerland).

We also do not conduct so-called profiling. This means that we do not create automated evaluations of your data to analyze or predict personal characteristics such as interests, behavior, or preferences. Should we exceptionally use automated decisions or profiling, we will inform you transparently in advance and obtain your explicit consent where necessary.

7. For WebPros companies domiciled in Switzerland: Inspection of the data collection register

If the data processing is carried out by a WebPros company based in Switzerland, you have the right to inspect the register of data collections at any time. This contains information on which federal bodies and private persons process which kinds of personal data. With the help of the register you can find out who is processing your data and how, and on the basis of this information you can decide which data collection you wish to request information about.

8. Exercising your rights as a Data Subject and right to lodge a complaint

If you have any questions regarding the processing of your personal data, information, rectification, blocking, objection or deletion of data, or if you wish to transfer your data to another enterprise, please contact [email protected].

You also have the option of complaining to a supervisory authority about your rights as a data subject. In the case of a WebPros company based in Switzerland, you have the right to lodge a complaint with the Federal Data Protection and Information Commissioner (FDPIC).

This policy is subject to periodic revisions and may be amended by WebPros from time to time if necessary. Please come back periodically and check for updates.