PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND USING SOFTWARE OR SERVICES FROM 37 MEDIA, LLC. BY PURCHASING OR USING 37 MEDIA, LLC’S SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO, AND ACCEPTANCE OF, THESE TERMS AND CONDITIONS AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MUST NOT USE 37 MEDIA, LLC’S PRODUCTS, SOFTWARE OR SERVICES.
These Terms and Conditions (“Terms”) are between you (individual or entity) and 37 Media, LLC (“37 Media”) and addresses unique commercial considerations that apply to 37 Media’s products (including software), open source software, and business model.
In order to use the software provided in connection with these Terms, and to receive services from 37 Media, you are required to purchase an annual license (“Site License”). Each Site License entitles you to install the software on one (1), up to 2, or up to unlimited domains and receive the other benefits listed based on the package you purchased. Installing 37 Media on a sub-domain or in a sub-folder counts as a unique site. Installing software on a WordPress multi-site website where members of the network receive their own installation of software is not prohibited. However, 37 Media’s support staff will only offer support to the primary Site License holder or where the domain owner (network manager or network member) has purchased their own Site License. Upon receipt of your payment, 37 Media will issue you a license key and login credentials that will enable you to receive updates and support. These will be delivered in accordance with Section 3 of these Terms. An active Site License is required to continue to receive updates and support.
If your Site License expires or is cancelled, you must purchase a new Site License at the then-current price to regain access to support and updates. Any cancellation or expiration of the Site License will not impact your ability to use the then-current release and version of the software, nor will 37 Media remove any features or functionality of the software. An expired Site License means you will not receive support or updates to the software, and 37 Media cannot guarantee the software will remain compatible with future versions of WordPress. Following expiration or cancellation of your Site License, 37 Media will not have any ongoing obligations to assist you with the correction or resolution of any errors, defects, or failure of the software to work.
Unless explicitly stated otherwise, any updates that add new features or functionality to 37 Media’s software, including new releases, shall be subject to these Terms. You also understand and acknowledge that 37 Media may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools, or other aspects of the software and services at any time without prior notice to you. You understand and agree that the software is provided “AS-IS” and that 37 Media assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications, personalization settings, or changes to the services or software that 37 Media may make from time to time. You are responsible for obtaining access to the services, including updates and support, and that access may involve third-party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to use the software and to receive updates and support service.
37 Media software products are licensed under the GNU general public license.
3. Automatic Renewal, Cancellation, and Refund Policy
Unless otherwise previously agreed upon, all Site Licenses renew automatically, provided that you may cancel your Site License at any time by contacting 37 Media support. Unless you cancel your Site License within the first thirty (14) days of receiving it, you will not entitled to receive a refund of any fees paid by you to 37 Media. Automatic renewal payments are eligible for refund within the first thirty (14) days of the renewal transaction. Addons and product upgrades are not applicable for refunds under any circumstance. By cancelling or accepting a refund of the fees you paid to 37 Media, you acknowledge and agree that your Site License is terminated and that 37 Media has no further obligations to you with respect to these Terms, or the subject matter hereunder.
4. License Restrictions
You, as a Site License holder, cannot distribute, freely give away, or resell your Site License. If you wish to transfer your Site License, you must contact 37 Media and request an official transfer of the Site License to a new owner. The Site License is intended to be used only on your website(s), provided that certain usage on your client’s site is permitted in situations where you maintain an ongoing relationship with the client as a consultant. Only you, as Site License holder, are permitted to request support or access support resources. 37 Media reserves the right to terminate a Site License with if 37 Media reasonably believes that you are in violation of these Terms.
You are not permitted to re-post support content or documentation on any external websites, social media outlets, or any other websites. Posting screen captures of this content is strictly prohibited. Your violation of these Terms will be grounds for immediate termination of your Site License and all access to support services, documentation, updates, and other content will be discontinued. In addition to the foregoing, 37 Media may suspend or revoke your Site License if you are found to have, or are reasonably suspected of doing any of the following:
- Violating local, state, national, or international law, or breaching any of your contractual obligations or fiduciary duties.
- Sharing any passwords, letting anyone access your information with 37 Media, or doing anything that might put your information at risk.
- Attempting to access any other user’s information.
- Reproducing, transferring, selling, reselling, or otherwise misusing any software, updates, or support services, unless specifically authorized to do so.
- Accessing, tampering with, or using non-public areas of 37 Media’s systems, unless specifically authorized to do so.
- Breaking or circumventing 37 Media’s authentication or security measures, or otherwise testing the vulnerability of 37 Media’s systems or networks, unless specifically authorized to do so.
- Trying to reverse engineer any portion of the product or services.
- Trying to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing.
- Using the products or services to distribute malware.
- Impersonating or misrepresenting your affiliation with any person or entity.
- Encouraging or helping anyone do any of the things on this list.
- Using the products or support services to: share illegal content or promote illegal activities; share content that is defamatory, obscene, pornographic, vulgar, offensive, discriminatory, hateful, racist, harassing, or harmful; or that promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; make threats or organize acts of real-world violence; harass others; or to violate intellectual property, privacy, laws, regulations, or any other third party’s rights.
After 37 Media has successfully received your payment, the product(s) will become available for download on the SnapOrbital.com website and you will be automatically redirected to the product(s). 37 Media will also send an email to you with your login credentials for the SnapOrbital.com account portal. After you successfully log in, you will be able to access to the downloads for the duration of your Site License. If you do not receive an email with your SnapOrbital.com support portal login credentials after one (1) hour, please contact 37 Media.
You are and will be responsible for maintaining the confidentiality of your login credentials, for all activities conducted on and with the services that make use of your login credentials, and for charges or fees incurred by the use of such credentials, if any, including any use you may subsequently contend was not unauthorized by you. It is your responsibility to ensure that you exit or log-off from the SnapOrbital.com account portal at the end of each session of use. You shall notify 37 Media immediately of any unauthorized use of your login credentials or any other breach of security that is known or suspected by you.
6. One-Click Updates
For the duration of your Site License, 37 Media will make one-click updates available to you. One-click updates may include bug fixes, patches, enhanced functions, missing plugins, and new features. The one-click update feature can be disabled by not entering a valid Site License into the software. This one-click update feature will: (a) connect to SnapOrbital.com or service provider computer systems over the Internet, (b) use the Internet protocols to recover standard computer information in order to determine whether an update is required, and (c) prompt you to download and/or install the current update. By installing the software initially, you consent to the transmission of standard computer information and the automatic downloading and installation of updates. It is your responsibility to ensure that you are in compliance with any information security policies or procedures that you may have as it relates to the updates. If the update fails, it is your responsibility to notify 37 Media via the SnapOrbital support portal, and 37 Media will provide commercially reasonable assistance in determining if a reasonable work-around exists to provide you with the update.
A current Site License gives you access to 37 Media’s help desk. Support is provided via these channels only. 37 Media does not offer telephone, video conferencing, online chat, or in-person support services. Support hours are from 9:00 AM to 5:00 PM Eastern Standard Time, Monday through Friday, excluding federal holidays of the United States. 37 Media’s support services are only intended for Site License holders and for use with 37 Media’s products. 37 Media does not support any third party components, software, systems, or plugins. Specifically, 37 Media does not offer support for WordPress or other WordPress products that were developed by third parties. 37 Media commits to providing customer support for the most current version of the software. 37 Media does not provide customer support for legacy (old) versions.
37 Media commits to using commercially reasonable efforts to keep its products up-to-date with the latest version of WordPress. As such, all 37 Media products are designed to be compatible with the latest available version of WordPress. However, 37 Media cannot, and does not, guarantee that its products will work with older versions of WordPress.
37 Media commits to using commercially reasonable efforts to keep its products compatible with most modern, popular web browsers including Firefox, Safari, Chrome, and Internet Explorer. While 37 Media will use commercially reasonable efforts to give a near-identical experience across browsers, certain features and functionality may not be identical, or operate in a similar manner due to the lack of web standards support (relating to HTML & CSS) in some browsers. If a browser does not support certain web standards, 37 Media will attempt to provide a generic workaround for that browser, which may degrade a specific function or feature gradually. To the extent possible, 37 Media will attempt to ensure that the workaround does not impact any user’s experience negatively.
37 Media cannot, and does not, guarantee compatibility with all hosting or server configurations, nor does 37 Media provide support for hosting or server related issues.
To minimize the chance of a conflict, you should choose a hosting provider that adheres to the WordPress requirements.
37 Media and/or its licensors own and shall retain all rights, titles, and interests, including all intellectual property rights, in and to the products, services, documentation, imagery, and content (including at SnapOrbital.com) provided under these Terms, and all elements thereof. Except for the express licenses granted to you herein, you neither have, nor acquire, any rights, titles, or interests in or to the foregoing, or any element thereof. In addition, you acknowledge and agree that you will not bundle any 37 Media products with any other products (i.e. WordPress themes) to be distributed in online marketplaces.
You shall not use or exploit any 37 Media names, logos, trademarks, service marks, or other indicia or trade origin, or refer to 37 Media directly or indirectly in any marketing materials, advertising, customer lists, media release, public announcement, or public disclosure relating to the products or services, or these Terms or its subject matter, without obtaining 37 Media’s prior express written consent prior to each use.
37 Media may send you email notifications from time to time-related to these Terms and the subject matter hereunder. These emails may include notifications of licensing changes, changes to these Terms, Site License expiration and renewal notices, promotions, and other emails related to your purchases hereunder. Unless 37 Media receives an automated response that the email is undeliverable, these notices shall be effective upon the date sent to you.
37 Media reserves the right, at any time, to modify or discontinue, temporarily or permanently, a Site License with or without notice. In addition, these Terms and any prices are subject to change at any time. 37 Media will attempt to give you fourteen (14) days’ prior notice of any material changes that impact your account, when possible.
In some cases, where a particular product has become extremely outdated or 37 Media decides, in its sole discretion, that there is no feasible workaround available, 37 Media may choose to discontinue that particular product and, instead, work to produce an entirely new version that takes advantage of the latest improvements in the most recent version of WordPress.
Both you and 37 Media each hereby warrant to the other that: (a) it has the authority to enter into these Terms, to grant the rights granted by it under these Terms, and to perform its obligations under these Terms; and (b) it will comply with all applicable laws and regulations in effect during the term of the Site License as they apply to such party’s rights and obligations under these Terms.
37 Media warrants to you that the products provided to you will operate in substantial conformity with the documentation provided by 37 Media. 37 Media does not warrant that your use of the products will be uninterrupted or error-free or that any security mechanisms implemented by the products will not have inherent limitations. 37 Media’s sole liability, and your exclusive remedy, for any breach of this warranty shall be, in 37 Media’s sole discretion, to use commercially reasonable efforts to provide you with an error-correction or workaround which corrects the reported non-conformity, or if 37 Media determines such remedies to be impracticable within a reasonable period of time, to refund a pro-rata amount of the fee paid for the applicable product and term. 37 Media shall have no obligation with respect to a warranty claim, unless: (i) you notified 37 Media in writing of such a claim within thirty (14) days of discovering the non-conformity; (ii) described the non-conformity in the product sufficiently for 37 Media to replicate the non-conformity; and (iii) 37 Media was able to replicate the non-conformity.
You hereby represent and warrant, under your own responsibility that no Personal Data subject to General Data Protection Regulation (EU) 2016/679 (“GDPR”) is, or will be, processed by 37 Media as a Processor on your behalf as part of the product, services, or these Terms. You shall communicate to 37 Media in writing, without undue delay, any anticipated change affecting this representation and warranty. If you communicate any anticipated change affecting this representation and warranty to 37 Media, you and 37 Media will determine, in good faith, if a data processing agreement is necessary. As good faith, you agree that you will: (a) specifically identify the sections of GDPR implicated by the products or services, (b) reasonably articulate to 37 Media the Personal Data you will be providing to 37 Media for Processing; and (c) provide 37 Media with all reasonably requested information and access. If the parties mutually agree that GDPR is applicable, you agree to enter into 37 Media’s standard data processing agreement, without modification, which shall amend these Terms, as is reasonably required: (a) to reflect each party’s obligations and risks under GDPR, and (b) for 37 Media to provide the products and services in a manner that allows you and 37 Media to comply with the respective obligations under GDPR before the change affecting this representation and warranty. You agree to assist 37 Media in any request or procedure by a national data protection supervisory authority, or in any lawsuit, relating to the processing of any Personal Data covered by this representation and warranty. Furthermore, you shall indemnify and hold 37 Media harmless for any cost, charge, damages, expenses, or loss (including reasonable attorneys’ fees) arising from your noncompliance with this section. Any undefined terms used herein shall have the meaning set forth in GDPR.
THE PRODUCTS, SERVICES, DOCUMENTATION, CONTENT, AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 37 MEDIA SPECIFICALLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 37 MEDIA DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES; NOR DOES 37 MEDIA WARRANT OR REPRESENT THAT YOUR USE OF THE PRODUCTS, SERVICES, DOCUMENTATION, SUPPORT PORTAL, OR CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER SERVICES. 37 MEDIA FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE THIRD PARTY PRODUCTS, MATERIALS, PLUGINS, SOFTWARE, SYSTEMS, HARDWARE, AND COMBINATIONS OF 37 MEDIA WITH THE SAME. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE PRODUCTS AND SERVICES, OR COMPONENTS CONTAINED THEREIN, IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, EQUIPMENT, SERVERS, SOFTWARE, SYSTEMS, AND FOR ANY LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM 37 MEDIA, OR THROUGH OR FROM THE PRODUCT OR SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY 37 MEDIA.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 37 MEDIA SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS OR SERVICES; (B) ANY PRODUCT, SOLUTIONS, MATERIALS, OR CONTENT PROVIDED BY ANY THIRD PARTY; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA, CONTENT, OR INFORMATION. IN NO EVENT SHALL 37 MEDIA’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE PRODUCTS AND SERVICES EXCEED THE LESSER OF: (I) $99, OR (II) THE TOTAL AMOUNT OF FEES RECEIVED BY 37 MEDIA FROM YOU FOR THE USE OF THE PRODUCTS SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND 37 MEDIA, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO 37 MEDIA’S ABILITY TO MAKE THE PRODUCTS AND SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE PRODUCTS AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. Governing Law & Jurisdiction
In order to ensure consistency in the interpretation and enforcement of these Terms, these Terms will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.
You expressly agree that any litigation arising between you and 37 Media related, in any way, to the products, services, and/or these Terms, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Washtenaw, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts. Notwithstanding the foregoing, 37 Media may seek and obtain injunctive relief in any jurisdiction.
If it turns out that a particular provision of these Terms is not enforceable or invalid as determined by a court of competent jurisdiction, this will not affect any other terms and such provision shall be modified to the extent necessary to be valid and enforceable. If you do not comply with these Terms, and 37 Media does not take immediate action, this does not indicate that 37 Media relinquishes any rights that 37 Media may have (such as taking action in the future). Any waiver of rights by 37 Media must be acknowledged and agreed to by you and 37 Media in writing.
The relationship between you and 37 Media is that of independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and 37 Media as a result of these Terms, or your access to, and use of, the Services. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement, or document. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.
Subject to these Terms, all provisions of these Terms relating to ownership, limitations of liability, and other provisions which by their nature survive termination of these Terms shall survive termination of these Terms.
These Terms are personal to you. You may not assign, transfer, or sublicense, in whole or part, any of your rights and/or obligations under these Terms without 37 Media’s prior written consent. Any attempted assignment without such written consent shall be void. Notwithstanding the foregoing, 37 Media may assign this Agreement without your consent, in whole, but not in part. Subject to the provisions of this Section, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.