This ThemeHurst Services Agreement (this “Agreement”) is an agreement between ThemeHurstMarketplace, Inc. (“ThemeHurst” or “we”) and you (“Client” or “you”). By purchasing ThemeHurst’s products and services (collectively, the “ Services”) Client agrees to be bound by this Agreement. Please review this Agreement carefully before purchasing the Services. We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date this Agreement was last revised. Any revisions to this Agreement will become effective the earlier of (i) the end of such thirty (30) day period, (ii) the first time you access or use the Services after such changes, or (iii) as otherwise stated by ThemeHurst. Your continued use of the Services after such changes are posted on the ThemeHurst website will constitute your acceptance of such changes. If you do not agree to any such alterations to this Agreement, your sole and exclusive remedy is to cancel your account as set forth below.
A client must supply to ThemeHurst and keep updated all of the information necessary for ThemeHurst to provide the Services, as requested from ThemeHurst from time to time. This information may include, but is not limited to, the Internet Protocol (IP) address of your server, domain or sub-domain, website username and password and any related purchase information such as themes, plugins, and/or graphics related to the service fulfillment. Client shall inform ThemeHurst of any existing errors, previous conditions, configuration changes, non-standard software, special circumstances or other reasons why the server or website may not be of a standard configuration or otherwise interfere with the Services to be performed by ThemeHurst, failure to do so negates all responsibility of ThemeHurst to provide the Services and ThemeHurst shall refund Client the all prepaid fees for the Services. In the event that Client fails to make contact with ThemeHurst or a sub-contractor of ThemeHurst, by internal account message system or by email and fails to respond to ThemeHurst’s requests for information in connection with the Services, for longer than thirty (30) days, the order will be deemed abandoned by Client and ThemeHurst will have no further obligation to provide the Services to Client or a refund of any prepaid fees. If ThemeHurst provides the Services and Client does not notify ThemeHurst of any problems or issues related to the Services within fourteen (14) days of completion, the Services shall be deemed accepted by Client.
Client hereby grants to ThemeHurst non-exclusive, royalty-free, worldwide right and license to do the following to the extent necessary to provide the Services: (i) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client, as well as, Client’s logos, and trademarks (collectively the “ Client Content”); and (ii) make archival or back-up copies of the Client Content and the Client’s website. Except for the rights expressly granted above, ThemeHurst is not acquiring any right, title or interest in or to the Client Content, all of which shall remain solely with you.
Client acknowledges and agrees that ThemeHurst may from time to time offer promotions, discounts or coupons on Client’s products or services, which may be applied prior to calculation of any amounts due to Client from sale of such products or services.
Refunds for purchases of one time services are only available within forty-eight (48) hours of purchase. After forty-eight (48) hours, no refunds will be provided for such purchases. If you request a refund for Services with a Term longer than one month, any such refund provided shall be prorated to the effective termination date. To request a refund, Client must email email@example.com or contact support.
ThemeHurst prefers working with customers rather than seeing a charge back. However, if Client chooses to issue a charge back, ThemeHurst reserves the right to charge a ten dollar ($10 USD) reinstatement fee to Client to reinstate the Services.
ThemeHurst reserves the right to refuse to provide Services to anyone for any reason. This includes, but is not limited to, refusal to serve Clients whose websites contain adult content, sexual products, nudity, persecution, slander, illegal activities, illegal goods or drugs, information used to harm any people or animals, or information used to infringe third party’s intellectual property.
While providing the Services, Client may disclose Confidential Information (as defined below) to ThemeHurst. Unless ThemeHurst obtains Client’s prior written consent, ThemeHurst shall only use or disclose such Confidential Information as is necessary to provide the Services. “Confidential information” includes, but is not limited to:
ThemeHurst and Client are independent contractors and nothing contained in this Agreement places ThemeHurst and Client in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party or to obligate or bind the other party in any manner whatsoever.
In no event will ThemeHurst or its directors, employees, or agents be liable, directly or indirectly, to you or any third party for any damage or loss caused by, 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 ThemeHurst’s website or the Services. Further, in no event will ThemeHurst or its directors, employees, or agents be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if ThemeHurst has been advised of the possibility of such damages), resulting from: (i) the Services; or (ii) the unauthorized access to or alteration of your transmissions or data.
Client agrees to indemnify, defend and hold harmless ThemeHurst, its affiliates, and their respective officers, directors, employees and agents ( collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions. The terms of this section shall survive any termination of this Agreement.
These Terms shall be governed by the laws of the State of Utah without reference to conflict of law principles. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Utah County, Utah. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Both Client and ThemeHurst hereby agree to waive all respective rights to a jury trial of any claim arising out of or relating to this Agreement.
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
The Service provided by ThemeHurst is on an “AS-IS” basis, and ThemeHurst expressly disclaims any and all warranties, express or implied, including without limitation warranties of merchantability and fitness for a particular purpose, with respect to the Services.