DXPR Terms of Service
Thank you for choosing DXPR! We are happy to provide you with the services and products described below in accordance with these Terms of Service. Please read carefully through these terms as they contain important information about your account, our service, automatic renewals, payments, product licensing, and your legal rights.
Effective date: June 22, 2020.
1. Description of Service and Acceptance of Terms
DXPR products and services are provided to you ("Licensee, "you", "your") by DXPR ("we", "us", "our"), a Netherlands registered company. DXPR and DXPR.com are trademarks owned by DXPR. These Terms of Service govern your use of our service and products. As used in these Terms of Service, "our themes", "our modules", "our products", "our designs", "our service" or "the service" means the services and products provided by DXPR for designing, building and otherwise producing websites, content or applications, including all features, functionalities, website and use interfaces as well as design elements that are part of our content and user interfaces.
You shall understand and agree that employees and end-users of Licensee which shall be permitted to access the DXPR.com user account and Licensed Works shall accept these terms as well.
For the purposes of this Agreement, the Parties agree that the following terms have these meanings:
"Open Source Software" means any software program, whose source code is made available for use and modification as users or other developers see fit, and which may resultantly be the collaborative work of many different developers.
“GPL” means General Public License, Version 2, as stated in the software license as drafted by Richard Stallman and as accepted within the Open Source Software community as the controlling software license for Open Source Software (http://www.opensource.org/licenses/).
"Drupal" means the Open Source Software web content management platform, and as referred to in the software development industry as Drupal (www.drupal.org), and as covered by the GPL.
"Design" means an arrangement of text, graphics and colors that function to interface with all of our software and content.
"Derivative Works" means any work on Applicable Software that was developed using Drupal constructs, typically considered the PHP files, and which are subject to the GPL as a result.
“Production Installed System” means a system on which you install or executes all or a portion of Licensed Works, and Designs, including, but not limited to a server, workstation, virtual machine, blade, node, or partition, limited to a single Drupal installation, that is used by you for dissemination of information or used to provide business functionality to anyone within the general public or within your enterprise or for anyone associated in any way with you.
“Test Installed System” means a system on which you install or executes all or a portion of Licensed Works, and Designs, including, but not limited to a server, workstation, virtual machine, blade, node, or partition, limited to a single Drupal installation, that is used solely for your development and/or demonstration purposes, but not as a Production Installed System.
“Site License” a license to install Licensed Works on one domain name, or one subdomain, but not both, and limited to one Production Installed System, unless otherwise agreed in a Custom Licensing Contract.
a. Separate Site Licenses are required for subdomains that connect to the same Drupal installation to provide different languages of the same Drupal installation.
b. Separate Site Licenses are required for subdomains that provide content for different audiences including but not limit to: products, vertical markets, geographical areas, clients, business units, and legal entities.
c. Separate Site Licenses are required for different legal entities that access Licensed Works within a single Drupal installation within a single domain name, or subdomain.
“User” means users you give access to the DXPR Builder Editor with the Subscription Service on a Production Installed System and/or Test Installed System. Every User must log in with their own user account in order to use DXPR Builder as an Editor. Sharing user accounts to reduce the number of billable Users is considered to be in violation of these Terms. If a User has accounts on multiple Production Installed Systems and/or Test Installed Systems he or she must use the same username and e-mail address on these systems to ensure we can connect all accounts to a single User.
“Subscription Service” means all of our web-based services including but not customer support, products downloads, applications, tools, documentation, that you subscribed to by an Order Form or that we otherwise make available to you.
“Order” or “Order Form” means the DXPR-approved form or online subscription process by which you agree to subscribe to the Subscription Service. When you enter into a Custom Licensing Contract with DXPR this contract will then constitute the Order.
“Services Catalog” means DXPR’ Services Catalog available at https://www.dxpr.com/legal/services-catalog, as updated by us from time-to-time.
“Subscription Fee” means the amount you pay for the Subscription Service
“Subscription Term” means the initial term of your subscription for the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
3. General Commercial Terms
1. Subscriptions, Billing and Automatic Renewal.
a. Membership and Subscription. DXPR offers various subscriptions that provide access to our products and services. Different subscriptions may include different offerings and service levels. You can find the specific details regarding your subscription at any time by logging in on the DXPR website and clicking on My Account in the menu.
b. Billing. By providing a credit card or other payment method accepted by DXPR ("Payment Method") for your subscription, you are expressly agreeing that we are authorized to charge you a periodic Subscription Fee on a recurring basis corresponding to the Subscription Term, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of your subscription to the Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging in on the DXPR website and clicking on My Account in the menu and then on the link "Update Billing information" in the tabs.
As used in these Terms, "Billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The Subscription Fee will be billed at the beginning of your subscription, and on each periodic renewal date thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to these Terms. To see the commencement date for your next renewal period, log in on the DXPR website and click on My Account in the menu. DXPR reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. If DXPR changes the Subscription Fee or other charges for your subscription, we will give you 30 days advance notice of these changes. However, we will not be able to notify you of changes in any applicable taxes.
d. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Site Licenses limit, User limit, or other applicable limits as set forth in our Services Catalog and your Order, (ii) upgrade your Subscription Service, (iii) subscribe to additional add-ons or products, including additional Site Licenses or Users (iv) unless otherwise agreed to in the Order. The fees for increasing the Site License or User limit associating with your DXPR account are set forth in our Services Catalog.
c. Discount Codes. Discount codes (coupon codes) are subject to specific terms of the promotion, which may be disclosed in materials provided to you describing the particular promotion. Unless otherwise stated, a discount amount or percentage applies specifically to the initial Billing cycle only and not to subsequent Billings for periodic renewals.
d. Automatic Renewal and Cancellation. Your subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to these Terms. You must cancel your subscription before your next renewal date in order to avoid the Billing of the Subscription Term following the renewal. We will bill the periodic Subscription Fee plus any applicable taxes to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). If you cancel your subscription, cancellation will be effective immediately and access to our products and parts of our website may be discontinued. You can cancel your subscription at any time by logging in on the DXPR website and clicking on My Account in the menu and clicking the "Cancel" link in the box with the name and details of the subscription.
e. Unpaid Amounts. It is important that each subscriber honor the payment obligations to which the subscriber agreed. Accordingly, we reserve the right to retry Billing your Payment Method after failed attempts (e.g., if your Payment Method is rejected). We also reserve the right to pursue any amounts you fail to pay in connection with your subscription. You will remain liable for all such amounts and all costs incurred in connection with the collection of these amounts, including, without limitation, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
f. Refund Policy. If you are not happy with the products and/or services from DXPR you may request a refund within 20 days of the start of your subscription. If you ask for a refund beyond 20 days after commencement of the subscription then you will not be granted a refund. Recurring payments are not refundable as they fall outside of the 20 day guarantee period (e.g. if you purchase an annual subscription, you can get a refund within 20 days of the initial purchase, but you can’t get a refund 12 months later, when the subscription is automatically renewed). Subscriptions need to be canceled before the end of the current Billing Period to avoid automatic renewal (See 3.1.d. Automatic Renewal and Cancellation). By asking for a refund you are agreeing to remove the DXPR products associated with the purchase from all Production Installed Systems and Test Installed Systems that you own or that you have previsouly used our products on. We reserve the right to refuse a refund if you continue to use DXPR products on your site after requesting the refund.
g. Payment Information. You will keep your contact information, Billing information, and credit card or PayPal information (where applicable) up to date. Changes may be made on your Update Billing Information tab in the My Account part of your DXPR account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
h. Subscription Downgrades. You may not downgrade your Susbcription Service and in order to avoid additional charges you should purchase the appropriate tier of Subscription Service for your anticipated needs.
i. Customer Support. If you pay us a Subscription Fee for any of our Subscription Types, support through our support desk is included at no additional cost. Phone and Video Call support is available through our Enterprise Subscription. We accept support questions 24 Hours per Day, 7 Days per Week. Support desk questions can be submitted through the website by logging in and clicking on the Help Center > Support Desk link in the menu. We attempt to respond to support questions within one business day. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of DXPR representatives. Issues resulting from your use of Drupal, 3rd party software integrating with Drupal that is not provided by DXPR, or your modifications to code in our software may be outside the scope of support.
4. General Licensing Terms
1. License Granted. DXPR grants you a non-exclusive, non-transferable, fully revocable license in each Licensed Work and Design as purchased by you, as follows:
a. Licensed Works. You understand and agree that the License granted under this Agreement applies only to Licensed Works and that Derivative Works, whether created by DXPR or you or any other party, are subject to the GPL.
b. Modification. You may use and or modify the Licensed Works or Designs as consistent with the scope of this Agreement.
c. Test Installed Systems. You may have unlimited Test Installed Systems.
d. GPL. You shall follow the GPL with regard to all Derivative Works.
e. Production Installed System. You shall not have more than one (1) Production Installed System for the Licensed Works or Designs per Site License except when using DXPR Builder version 2.0.0 or higher and when you are on the Standard subscription tier.
c. Proprietary Rights. You shall not violate any copyrights, trademarks, and patents as held by DXPR or other parties with regard to Licensed Works included with the Licensed Works or Designs.
d. Authorship. You shall not make any claim of ownership or authorship with regard to any portion of the Licensed Works or Designs.
e. No Distribution. You shall not copy or otherwise redistribute the Licensed Works in any fashion except as is necessary for you to implement the Licensed Works or Design; and you shall not attempt to sell or otherwise transfer the Licensed Works or Designs to another party, in part or in total.
f. No Automatic Hosting Installation or Resale. You may not provide access to Licensed Works as a hosting service provider or a reseller, and you may not provide to others as part of a “Software As-a-Service” (SaaS). You may not bundle it and resell it as a commercial, off the shelf, license or product.
g. Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Services Catalog.
h. Site License Registration Requirement. Before downloading or otherwise using our products in a Production Installed System you are required to register the domain name used by your Production Installed System that corresponds to one available Site License in your DXPR account. You can register a Site License by logging in on the DXPR website, clicking on Download in the menu, and then clicking the "Add license" button. If you are using DXPR Builder 2.0.0 or higher and your account is on the Standard subscription tier this rule does not apply.
h. Site License Modification. You are allowed to modify a Site License in order to use the product on a different domain name. You must first remove all Licensed Works from the previously licensed domain name before you modify your Site License. You can modify your Site Licenses only as long as your Subscription Service is active and your invoices are paid in full.
i Modifications to limits. If we make modifications to the limits set forth in the Order, this Agreement, or in our Services Catalog that would negatively impact you, these modifications will not apply to you until the start of your next renewal Subscription Term. On renewal, the current product usage limits in our Services Catalog will apply to your subscription, unless you and we otherwise agree.
5. General Legal Terms
1. Changes to these terms. We may need to make changes to these Terms from time to time for different reasons. For example, we may need to reflect updates in how the services work or changes in the law. You should look at these Terms regularly, which are posted at dxpr.com/legal/terms. If we make a material change to these Terms, we will notify you by posting a notice on the DXPR website. If you are a registered user, we will also send an email to the email address you most recently provided to us prior to the material change taking effect. Therefore, it is important that you keep your account information, including email address, updated. Any material change to these Terms will be effective automatically 30 days after the revised Terms are first posted or, for users who register or otherwise provide opt-in consent during this 30-day period, at the time of registration or consent, as applicable.
2. Passwords and Account Access. The person who created the DXPR account and whose Payment Method is charged (the "Account Owner") has access and control over the DXPR account. To maintain control over the account and to prevent anyone from accessing the account (which would include information on viewing history for the account), the Account Owner should not reveal the password nor the Payment Method details (e.g., last four digits of their credit or debit card, or their email address if they use PayPal) associated with the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account.
3. Third-Party Software. You may encounter third party software (including, without limitation, Drupal modules, libraries, templates, application programming interfaces, or other software utilities) ("Software") that interact with DXPR. Your use of these Applications may be subject to third party terms of service or license terms.
4. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the Netherlands. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.
5. Trademarks. DXPR, the DXPR logo, and other DXPR marks, graphics, logos, videos and sounds are trademarks of DXPR. None of the DXPR trademarks may be copied, downloaded, or otherwise exploited. "Drupal" is a registered trademark of Dries Buytaert and DXPR does not claim ownership of the Drupal name and logos.
6. Succession. This Agreement constitutes the entire agreement between you and DXPR and supersedes any and all previous agreements, written or oral, between you and DXPR, including previous versions of this Agreement.
7. Transference. Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such party’s assets, business or equity interests relating to this Agreement (whether effected by merger, acquisition, sale of assets, change of control, or otherwise). DXPR may subcontract its obligations hereunder (provided that DXPR shall at all times remain fully responsible for the performance of any subcontractor).
8. Provision. The provisions of this Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
10. Publicity. You grant us the right to add your name and company logo to our customer list and website.
11. Disclaimer of Warranties, Limitation of Liability and Indemnity. WHILE WE DO OUR BEST TO PROVIDE THE OPTIMAL PERFORMANCE OF THE PRODUCTS AND SERVICES, YOU AGREE THAT USE OF THE PRODUCTS AND SERVICES IS AT YOUR OWN RISK. THE PRODUCTS AND SERVICES, INCLUDING THE SOOPERTHEMES SITE, THE CONTENT, THE VIDEO PLAYER, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY ACCESS POINT, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SOOPERTHEMES DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.
IN NO EVENT SHALL SOOPERTHEMES OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE "SOOPERTHEMES PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PRODUCTS AND SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR PRODUCTS AND SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE SOOPERTHEMES PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE SERVICE OR $50 (WHICHEVER IS LESS).
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SOOPERTHEMES PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE PRODUCTS AND SERVICES (INCLUDING YOUR USE OF THE CONTENT). SOOPERTHEMES RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.