Effective January 12, 2024

These Terms and Conditions, along with any applicable Orders and other referenced terms and attachments (collectively, the “Agreement”), constitute a binding agreement between you (“you” or “your”) and RoadMapWP. This Agreement outlines the framework governing your use of our products and services, including software, plugins, and add-ons (collectively, the “Services”), as well as your use of our websites (“Sites”).

BY ACCESSING AND USING OUR SITES AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL OTHER APPLICABLE TERMS. IF YOU DO NOT AGREE, YOU ARE PROHIBITED FROM USING OUR SERVICES AND SITES.

SERVICES – LICENSE AND SUPPORT RoadMapWP grants you a limited, nonexclusive, nontransferable right to use the Services as specified in your Order(s), along with the associated documentation, under this Agreement. Additional terms for each Service type may be detailed in the Order and on our website. In case of conflicts, the Order’s terms prevail. RoadMapWP reserves the right to refuse service provision at its discretion.

During your Order term, RoadMapWP will provide updates and support as specified in your account or on our website (“Support”), exclusively to the named customer in the Order. Support does not include Third Party Products (defined in Section 4) unless stated otherwise.

RoadMapWP and its licensors own all rights to the Services and related documentation. All plugins and add-ons are licensed under the GNU General Public License (http://www.gnu.org/licenses/gpl.html) version 2.0 or later, unless stated otherwise.

AMENDMENT TO TERMS RoadMapWP may modify this Agreement, including Service descriptions and Support details, and will notify you of such changes on our website or through direct communication. You should periodically review our website for updates. Continued use of our Services or Support after changes signifies your agreement to the updated terms.

FEES, PAYMENT TERMS, AND REFUNDS You are responsible for all Service fees as outlined in your Order/invoice. Fees are subject to change upon renewal. Unless a different payment method is agreed upon, RoadMapWP will charge your credit card annually in advance. Invoices will be sent electronically within two days of the invoice date. You waive the right to dispute charges not disputed within 30 days of the charge or invoice date.

RoadMapWP offers a limited money-back guarantee detailed on our website. Services are generally non-cancellable and fees non-refundable, except as specifically provided.

YOUR RESPONSIBILITIES AND USE RESTRICTIONS You are responsible for your and your users’ use of the Services and Sites. You must use our Services and Sites for legitimate purposes and comply with all applicable laws. You agree to indemnify RoadMapWP against any claims arising from your misuse of the Services or Sites.

You must comply with all data protection and privacy laws, and you are responsible for obtaining necessary licenses and approvals for using the Services. You shall not modify any proprietary rights notices provided by RoadMapWP.

Except as provided, you are responsible for all Third Party Products necessary for using the Services. RoadMapWP is not liable for these products but may assist with technical issues. Changes in Service that affect Third Party Products are your responsibility.

The Services are not for use in high-risk activities like life support or nuclear applications. You agree not to use the Services for such purposes and acknowledge RoadMapWP’s non-liability in these cases.

DATA You retain rights to your data used with the Services or Sites (“Your Data”). RoadMapWP has a license to use de-identified data for legal purposes. We also collect and use Usage Data as specified in our Privacy Policy. We ensure that Usage Data is de-identified before sharing with third parties and will not disclose identifiable Usage Data.

You warrant that your handling of personal data complies with applicable laws and that you have obtained necessary consents.

EXPORT COMPLIANCE The Services and Sites, based in the United States, may not be appropriate for use in all locations. You are responsible for compliance with local laws when using our Services and Sites outside the U.S. You must not use the Services in U.S. embargoed countries or if you are on U.S. restricted lists. You represent your non-involvement with such countries or lists.

WARRANTIES AND DISCLAIMERS Both parties warrant their legal standing and compliance with laws. RoadMapWP disclaims all warranties, express or implied, to the extent allowed by law. You are responsible for data security and losses due to your actions.

INDEMNIFICATION RoadMapWP will indemnify you against infringement claims related to your compliant use of the Services. You will indemnify RoadMapWP against violations of this Agreement, applicable laws, or claims related to your use of the Service.

LIMITATIONS OF LIABILITY Neither party will be liable for indirect or incidental damages. RoadMapWP’s liability is limited to direct damages up to the amount of fees paid under the applicable Order for the previous six months.

TERM AND TERMINATION; AUTOMATIC CHARGES The Service term is one year unless stated otherwise in the Order, with automatic renewals. Either party may terminate for breach after a 30-day notice period. Termination results in forfeiture of unused credits.

SUSPENSION RoadMapWP may suspend Services for breaches or to protect its network. Suspensions do not relieve payment obligations. Suspended accounts may be terminated for unresolved breaches.

PRIVACY AND SECURITY Your use of Services is subject to our Privacy Policy. You are responsible for securing your account access. RoadMapWP is not liable for unauthorized account activity.

DISPUTE RESOLUTION Disputes will be resolved through binding arbitration, except for small claims. You waive rights to court proceedings, class actions, or jury trials. Arbitration decisions are enforceable in court.

GENERAL TERMS You affirm compliance with U.S. export regulations and agree not to use the Services for prohibited activities. This Agreement, including all Orders, constitutes the entire agreement between the parties. RoadMapWP’s obligations under key sections survive the Agreement’s termination. This Agreement is governed by Michigan law.

Notices to RoadMapWP should be sent to the specified address. Invalid or unenforceable provisions do not affect the remaining Agreement. Electronic signatures are binding. Each party’s obligations in key sections survive Agreement termination or expiration.

You represent and warrant that you are not listed on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons. You may not use any Service or Site for activities related to the development, design, manufacture, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles, in any country listed in Country Groups D: 4 and D: 3, as specified in the United States Export Administration Regulations. Additionally, you are prohibited from granting administrative access to any Service to any individual or entity in any country that is embargoed or highly restricted under United States export regulations.

Neither party shall use the other party’s name, logo, or service marks for commercial purposes without prior written consent. However, you may use RoadMapWP’s name and logo to positively publicize your use of our Services and Sites. Similarly, RoadMapWP may include your name in our customer lists, website, partner portal, and publications.

You shall not assign any of your rights or obligations under this Agreement, either voluntarily or by operation of law, without RoadMapWP’s prior written consent. This Agreement binds the parties and their respective successors and assigns. No third-party beneficiaries are created under this Agreement. This Agreement does not establish a partnership, agency, joint venture, or employer/employee relationship between the parties.

Each party is responsible for the actions and obligations of its own personnel, contractors, and subcontractors. Neither party is liable for failure of performance or equipment due to circumstances beyond their reasonable control. If RoadMapWP cannot deliver a Service due to such events, you are not obligated to pay for the affected Service during the period of non-delivery.

A party’s failure to insist upon strict performance of any provision of this Agreement does not constitute a waiver of that provision. All waivers must be in writing to be enforceable. Notices or communications regarding this Agreement may be sent by U.S. mail, commercial courier, or electronic mail. Notices to RoadMapWP should be sent to the specified address, and notices to you will be sent to the contact information in your Order, or as otherwise designated in writing.

If any provision of this Agreement is deemed invalid, illegal, or unenforceable under applicable law, it will only affect that specific provision and not the rest of the Agreement. The parties agree that this Agreement and any Orders can be entered electronically, such as through electronic signatures, which are binding.

This Agreement, along with all Orders, represents the entire understanding between RoadMapWP and you regarding the subject matter hereof and supersedes all prior agreements and understandings. No statement or agreement not included in this Agreement will affect or modify its terms.

The obligations under Sections 7 (Warranties and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), and this Section (General Terms) will survive the expiration or termination of this Agreement. This Agreement is governed by and interpreted in accordance with the laws of the State of Michigan, without regard to conflict of law principles.