Terms of Service
Updated: Feburary 2022
This is an agreement between theWPGirl, LLC. (the Company) and subscriber (the Client) (each a “Party” and collectively the “Parties”). Your use of our services and resources, and by clicking to accept or agree when signing up for an account, denote your complete agreement with and acceptance of these terms and conditions.
1. Welcome to the websites, online services and mobile application services of theWPGirl (“we,” or “us” or “Company”). These Terms of Service (the “Terms of Service”) are a binding contract between us and you and explain the terms and conditions by which you may use and/or access our online and/or mobile services (“our Service”), in connection with theWPGirl, together with any related subsites, sub-domains, mobile and software applications, services, features and/or content associated therewith (collectively, “our Websites”).
2. For purposes of these Terms of Service, “you” and “your” mean you as the user of our Service and Subscriptions. If you use our Service or Subscriptions on behalf of a company, organization or other entity, then (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of our Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
4. You agree that you will only use our Service for lawful purposes, and you will not use our Service for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct. You may not frame or utilize framing techniques that involve any trademark, logo, copyrighted material or other proprietary information (including images, text, page layout, or form) of any portion of our Service without our express written consent. You may not alter or modify in any way, our Service including but not limited to using any software to suppress or alter the display of advertising on the pages of our Service. In addition, you agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through our Service, not to insert any code or product or manipulate the content of our Service in any way that affects the user’s experience, and not to use any data mining, robots, cancelbots, Trojan horse, or any data gathering or extraction method in connection with your use of our Service, or otherwise harm our Service in any way whatsoever.
5. ACCEPTANCE OF AGREEMENT. The Client agrees to the terms and conditions outlined in this Agreement. This Agreement constitutes the entire and only agreement between the Company and the Client, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Company and Client relationship, the content, products or services provided by us and the subject matter of this Agreement.
1. Signature. Virtual signature may be used and recognised.
6. ENGAGEMENT. The Company agrees to perform tasks and related services to and for the Client (the “Services”) as may be requested from time to time by the Client in accordance with the terms and conditions set forth therein and in this Agreement.
7. FEES. As consideration for the Services to be provided by the Company and other obligations, the Client shall pay to the Company the amounts specified in the subscription in which they signed up for.
1. Expenses. The Company shall bill the Client for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
2. Invoicing & Payment Terms. Invoices and subscriptions are to be paid within 5 days of issuance or result in work cessation.
3. Late payments. Payments not received by due date will result in work cessation. The Company reserves the right to refuse completion or delivery of work until past due balances are paid. In the event of collection enforcement, the Client shall be liable for any costs associated with such collection.
8. TERM OF AGREEMENT. The Company shall provide, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the virtual service and administration assistance industry, services to the Client on an ongoing basis starting from the date Client signed up for the subscription as recorded in their user profile.
1. Termination. Either Party may terminate this Agreement:
1. Immediately if either Party breaches this Agreement; or
2. At any time upon 7 days written notice to firstname.lastname@example.org
3. By clicking the “cancel” link in the Client’s user profile
9. CANCELLATIONS. The Client may cancel the subscription at any time via the methods stated above. Remaining hours for the month already billed will stay as a credit on the Client’s user account. There are no refunds for projects that have already started or for remaining hours on the Client’s account or during a particular month.
10. STATEMENT OF WORK. The Statement of Work and the obligations thereunder shall terminate upon the Client’s acceptance of all Services and Work Product contemplated therein and full payment to the Company thereunder. The Parties may enter into any subsequent Statement of Work for additional Services to be performed by The Company which shall be subject to the terms of this Agreement, unless otherwise specified. The additional Services will be agreed in subsequent email correspondence between the Parties.
11. CHANGES TO THE SERVICES. Any material changes to the Services, including the schedule, deliverables, and related fees, must be approved by the prior written consent of the Party not requesting the change.
12. SUB-CONTRACTING. In the performance of its obligations hereunder, the Company shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that the Company shall remain responsible for the performance of any such third party. The Client shall not, without the Company’s prior written consent, assign or transfer in any other manner with all or any of the Client’s rights or obligations under the Agreement.
13. LOCATION OF SERVICE PERFORMANCE. Services shall be performed and provided virtually via email, phone or other virtual means from the Company’s location in Indiana or from the respective assistant’s location.
14. OFFICE HOURS AND COMMUNICATION. Office hours are Monday through Friday, 9:00 am to 6:00 pm Eastern. Email is to be the primary form of communication between the Client and Company. The Company is available for phone calls during office hours only with a meeting set up in advance via user control panel. Phone calls and emails will be billed in 15 minute intervals. Services outside of the above specified hours can be available on request, for evening, weekend and emergency work, the Company reserves the right to charge an additional 50% of the hours.
15. MATERIALS AND INFORMATION. The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Company to perform or complete the Services. The Client ensures that the necessary permissions to use provided materials have been obtained.
16. GDPR COMPLIANCE. Both Parties hereby confirm that they are in full compliance with their respective obligations under the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.
17. INDEPENDENT CONTRACTOR RELATIONSHIP. The Company’s relationship to the Client shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Company. The Company shall not represent to any third party that any such relationship exists. The relationship shall be non-exclusive, and the Company shall be free to work with other companies or individuals.
18. OWNERSHIP. All deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Company conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Client. The Company hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.
19. CONFIDENTIALITY. The Company may obtain access to information related to Client’s business that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential The Company will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.
1. Exceptions. The Company’s obligations with respect to any portion of the Client Information as set forth above shall not apply when Company can document that (i) it was in the public domain at the time it was communicated to the Company by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Company by the Client through no fault of the Company; (iii) it was in the Company’s possession free of any obligation of confidence at the time it was communicated to the Company by the Client; or (iv) it was rightfully communicated to the Company free of any obligation of confidence subsequent to the time it was communicated to the Company by the Client.
2. Passwords. Should the Client decide to grant the Company access to the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data.
20. INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another harmless from any and all lawsuits, claims, damages, demands, liabilities or losses, including reasonable attorney fees and costs, brought, made or claimed as a result of any acts, including omissions, which are not outlined in this agreement. Any dispute or claim arising out of connection with the Company services shall be governed by in accordance with the laws of Indiana, USA.
21. WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
22. LIMITATION OF LIABILITY. In no event will the Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. The Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by the Client to the Company for Services performed under this Agreement during the 12 months preceding any settlement or adjudication of any claim.
1. Insurance. Both parties affirm that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.
23. SERVICE CONFORMITY. The Company warrants that the service will fully conform to the specifications, requirements and other terms set forth in this agreement and according to industry standards. If the Client determines in its sole discretion that the service does not conform to the specifications, the Client shall inform the Company, within 3 working days of the service delivery, of such nonconformity and the Company will repair or replace the service without extra charge. If the Client does not voice any concerns within 3 working days, the Company is not obligated to do any remedial work free of charge. If the Client’s request goes beyond the specifications, the request will not be considered a remedial request and the Company will inform and bill the Client with regards to the requested changes.
24. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of both Parties.
25. FORCE MAJEURE. The Company shall not be considered in breach of this Agreement to the extent that performance of the obligations outlined herein is prevented by an event of Force Majeure.
26. DISPUTE RESOLUTION. The validity, interpretation, construction and performance of this Agreement shall be by the laws of Indiana, USA, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of Indiana, USA in respect of any dispute which arises out of or under this Agreement.
27. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
28. MEMBERSHIP AND REGISTRATION
29. If you become a member of our Service, you agree to accept responsibility for all activities that occur under your account or password, and agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so that others may not access our Service using your name in whole or in part. We reserve the right to terminate membership and deny access to our Service to any person who violates these Terms of Service.
30. SERVICE SECURITY
You are prohibited from violating or attempting to violate the security of our Service, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to our Service, overloading, “flooding”, “mailbombing” or “crashing”, or (d) forging any TCP/IP packet header or any part of the header information in any e-mail, forum, or newsgroup posting. Violations of system or network security may result in civil or criminal liability. theWPGirl will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting those who are involved in such violations.
Any downloadable content or tool that is made available to download from our Service is the copyrighted work of theWPGirl or its suppliers. Use of the downloadable content is governed by (i) these Terms of Service and (ii) the terms of the end-user license agreement, if any, which accompanies or is included with the download (“License Agreement”). In the event of a conflict, the License Agreement shall control. End users shall not install or use any downloadable content that is accompanied by or includes a License Agreement, unless the end user first agrees to the License Agreement terms. Any such downloadable content is not available to users in territories where its distribution is prohibited by law.
32. PAID SERVICES
10.1. Certain aspects of our Service may be provided for a fee or other charge. If you elect to use paid features of our Service, you agree to the pricing and payment terms for the applicable Service, as we may update them from time to time. We may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. We may also provide certain services via our third party partners and you agree, that your use of such third party services is subject to the contractual (including payment) terms presented by such third parties should you wish to use their services. You further agree that we has no responsibility for such third party services and your use of such services is entirely at your own risk.
We shall have the right, at its discretion, to change, modify, add or remove terms of this agreement at any time. You agree to review this agreement periodically since subsequent use by you of our Service shall constitute your acceptance of any changes. theWPGirl shall have the right at any time to change or discontinue any aspect of our Service, including, but not limited to, the community areas, content, hours of availability and equipment needed for access to use. Such changes, modifications, additions or deletions shall be effective immediately upon posting and any subsequent use by you after such posting shall conclusively be deemed to be acceptance by you of such changes, modifications or deletions.
34. DISCLAIMER OF WARRANTIES
15.1. TO THE GREATEST EXTENT PERMITTED BY LAW, ALL CONTENT ON OUR SERVICE (INCLUDING WEBSITES) AND THIRD-PARTY SITES TO WHICH OUR WEBSITES LINK IS PROVIDED “AS IS” OR “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TWG IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED TO OUR SERVICE. BECAUSE TWG HAS NO CONTROL OVER SUCH SERVICES, YOU ACKNOWLEDGE AND AGREE THAT TWG IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SERVICES, AND THAT TWG DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH EXTERNAL SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, YOU FURTHER ACKNOWLEDGE AND AGREE THAT TWG SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH SUCH EXTERNAL SERVICES. THE CONTENT PUBLISHED ON OUR SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON our SERVICE.
35. THEWPGIRL AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO OUR SERVICE AT ANY TIME INCLUDING CHANGES TO THESE TERMS OF SERVICE. OUR SERVICE MAY OFFER A SEARCH FEATURE. TWG EXPLICITLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT OR AVAILABILITY OF INFORMATION CONTAINED IN OUR SEARCH INDEX OR DIRECTORY. TWG ALSO DISCLAIMS ANY RESPONSIBILITY FOR THE COMPLETENESS OR ACCURACY OF ANY DIRECTORY OR SEARCH RESULT. TWG AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SUITABILITY OF THE INFORMATION; THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN OUR SERVICE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING OUR SERVICE AND/OR THE CONTENT CONTAINED THEREIN. TWG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICE, INCLUDING BULLETIN BOARDS OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF THE USERS COMPUTER AND OTHER EQUIPMENT.
36. LIMITATION OF LIABILITY
16.1. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TWG IS NOT LIABLE FOR ANY CONDUCT OF ANY USER. IN NO EVENT SHALL TWG, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO TWG HEREUNDER OR USD $500, WHICHEVER IS LESSER. NOTHING IN THE AGREEMENT LIMITS OR EXCLUDES, OR WILL BE DEEMED TO LIMIT OR EXCLUDE, LIABILITY FOR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR LIABILITY THAT MAY NOT OTHERWISE BE LIMITED OR EXCLUDED BY LAW.
37. AS A CONDITION OF USE OF THIS SERVICE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, COMPANY AND ITS SUPPLIERS, EACH OF THEIR PARENT AND AFFILIATED COMPANIES, AND EACH OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (A) YOUR USE OF OUR SERVICE; (B) TWG USE OF ANY CONTENT OR INFORMATION YOU PROVIDE, AS LONG AS OUR USE IS NOT INCONSISTENT WITH THIS AGREEMENT; (C) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR MEMBERSHIP ACCOUNT, EVEN IF NOT POSTED BY YOU; AND, (D) ANY VIOLATION OF THESE TERMS OF SERVICE BY YOU. IF YOU ARE DISSATISFIED WITH ANY TWG MATERIAL, OR WITH ANY OF TWG TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICE.
38. ENTIRE AGREEMENT
These Terms of Service shall be deemed to include all other notices, policies, disclaimers, and other terms contained on our Service; provided, however, that in the event of a conflict between such other terms and the terms of these Terms of Service, the terms of these Terms of Service shall control (except as set forth in Section 9 above regarding the License Agreement).
18.1. These Terms of Service shall be deemed to include all other notices, policies, disclaimers, and other terms contained on our Service; provided, however, that in the event of a conflict between such other terms and the terms of these Terms of Service, the terms of these Terms of Service shall control.
40. These Terms of Service have been made, and shall be construed and enforced, in accordance with Indiana law. Any action to enforce this agreement shall be brought in the federal or state courts located in Indiana, USA. Any cause of action or claim you may have with respect to our Websites must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
41. If any provision is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions. Any failure of company to enforce or exercise any provision of these Terms of Service or related right shall not constitute a waiver of that right or provision. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. The section titles used in these Terms of Service are purely for convenience and carry with them no legal or contractual effect. In the event of termination of these Terms of Service for any reason, you agree that the following provisions will survive: the provisions regarding the limitations on your use of Content, the license(s) you have granted to company, and all other provisions for which survival is equitable or appropriate. Company may assign its rights and duties under these Terms of Service to any party at any time without notice to you.
If you have any questions, concerns or suggestions about these Terms of Service, you may contact us via our contact page here.