These terms and conditions govern your purchase and use, in any manner, of all whatsopen.io items ordered by you and accepted by Northwoods Professional Group and describes the terms and conditions that apply to such purchase and use of the Services. You agree to be bound by the terms and conditions contained herein. Northwoods Professional Group reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Northwoods Professional Group may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Northwoods Professional Group’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Payment. As consideration for Northwoods Professional Group providing services hereunder, Customer agrees to pay Northwoods Professional Group the total fee based on the services and the terms selected.
2. Provision of Services. Northwoods Professional Group will provide Customer with the Services ordered that are described in the subscription package ordered which are identified on the website. Customer understands and agrees that Northwoods Professional Group will host and provide the services solely in accordance with the information provided by Customer.
3. Rights to the Web Application and Content. Except for any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Northwoods Professional Group. "Third Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Northwoods Professional Group and licensed by Northwoods Professional Group or generally available to the public, including Customer, under published licensing terms, and that Northwoods Professional Group will use to display or run a web application. Northwoods Professional Group owns the rights to the design of the web application. If a customer stops paying the subscription fee for the web application upon cancellation the customer is not entitled to use the web application for any purposes whatsoever.
4. Limited License to the Background Technology. "Background Technology" means computer programming/formatting code or operating instructions developed by or for Northwoods Professional Group and used to host or operate the Web application or a Web server in connection with a Web application. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of Northwoods Professional Group. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Northwoods Professional Group. Without limiting the foregoing, Customer agrees not to reverse engineer, reverse assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
5. Limited License to Content. Customer hereby grants to Northwoods Professional Group the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit Web application, any Customer Content, or any Customer Marks provided to Northwoods Professional Group hereunder, solely for the purpose of rendering Northwoods Professional Group's Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
6. Content Standards. Customer agrees not to provide Customer Content, and Northwoods Professional Group will not intentionally provide to Customers any content, that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. Northwoods Professional Group reserves the right to refuse any other subject matter it deems inappropriate.
7. Support. Northwoods Professional Group agrees to provide reasonable technical support by email to Customer during Northwoods Professional Group's normal technical support hours. Northwoods Professional Group will provide customer support by telephone if the customer purchased telephonic support time.
8. Term and Termination. (a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) Northwoods Professional Group may terminate this Agreement after five (5) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay Northwoods Professional Group for all Services provided to Customer by Northwoods Professional Group prior to termination. Sections 2, 3, 4, 5, 9 and 10 will survive termination of this Agreement.
9. Warranty Disclaimer. Except as expressly provided in this Agreement, the Services are provided "as is," and Northwoods Professional Group expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that Northwoods Professional Group will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Hosting provided by Northwoods Professional Group to a Customer will be deemed accepted when delivered.
10. Limitation of Liability. Northwoods Professional Group's liability hereunder shall not exceed the amount paid by customer to Northwoods Professional Group during the one (1) month period before the action arose. Northwoods Professional Group shall not be liable for (a) any loss of use, loss of data, or interruption of business or (b) any indirect, special, incidental, consequential, or punitive damages of any kind (including, without limitation, lost profits), regardless of the form or action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Northwoods Professional Group has been advised of the possibility of such damages. Customer acknowledges that these limitations are an essential element of this agreement, and absent such limitations, Northwoods Professional Group would not enter into this agreement.