Terms

Last Updated: May 21, 2020

Contents

  • Definitions
  • Use of the Themeco Site
  • Themeco Account
  • Themes & Plugins
  • One
  • Care
  • Elite
  • Other Services
  • General
  • Data Protection for EU & UK Customers
  • Contacting Us

Definitions

"Themeco", "Us", "We" or "Our" refers to Themeco LLC, of 1621 Central Ave, Cheyenne WY 82001 USA.

"Site" refers to the theme.co website or websites owned and controlled by Themeco.

"You", "Your" or "Customer" refers to the person, company or organization that purchases a Themeco product or service.

"Party" refers to Us or You, depending on the context.

"Agreement" refers to the terms and conditions outlined in this Terms of Use Agreement.

"Theme License", "Plugin License" or "Theme or Plugin License" refers to the license granted upon the purchase of either Our X or Pro WordPress themes, or Cornerstone plugin.

"Personal Site" means any website that You create, in whole or in part, for Your own personal or business use.

"Client Site" refers to a single customized website that You create in whole or in part, requiring both skill and effort, on behalf of another individual, group, organization or entity, for any reason, irrespective of financial consideration.

"Intellectual Property Rights" means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

"Data Protection Legislation" refers to all applicable data protection laws, including the European Union's GDPR.

"GDPR" refers to the General Data Protection Regulation ((EU) 2016/679).

Use of Themeco Sites

Welcome to this Themeco Site. We maintain this Themeco Site as a service to Our visitors and customers. By using this Themeco Site, You are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If You do not agree to these terms, You have no right to obtain information from or otherwise use any Themeco Site. It is Your responsibility to re-read these terms before each visit and subsequent use of any Themeco Site.

You agree to the terms and conditions outlined in this Agreement with respect to any Themeco Site and any products or services offered by Themeco. This Agreement constitutes the entire and only Agreement between Us and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to any Themeco Site, the content and computer programs provided by or through any Themeco Site, products or services offered by Themeco, and the subject matter of this agreement. This agreement may be amended at any time by Us from time to time without specific notice to You. The latest agreement will be posted on this Themeco Site, and You should review this agreement prior to each use of any Themeco Site.

Disclaimer of Warranties & Liabilities

Themeco has used reasonable efforts in collecting and preparing information and material for the Themeco Site, but does not warrant that the material and information is complete or accurate. The material and information may contain inaccuracies or typographical errors.

Themeco makes no express or implied representations about the accuracy, completeness, reliability, or timeliness of the material, information, products or services. Changes are made to the Themeco Site on a periodic basis and may be made at any time. Themeco disclaims any and all liability to any individual, group, organization or other entity for any loss or damage caused by errors or omissions contained in, or associated with, the Themeco Site whether such errors or omissions arise from negligence, accident or any other cause.

This Themeco Site, Our products and services, and the information, names, images, pictures, logos and icons regarding or relating to Themeco, its suppliers, agents, and its affiliates are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Use of this Themeco Site and/or any of Our products or services is at your own risk.

In no event shall Themeco, its suppliers, or any third parties mentioned on the Themeco Site be liable for any damages whatsoever arising out of, or in connection with, the use or performance of any Themeco Site, or Our products or services, including, but not limited to, special, indirect or consequential damages, or damages resulting from loss of use, data and/or profits alleged to have resulted from, or in connection with, the use or performance of this Themeco Site, or Our products or services.

Themeco may include links to third party websites. These links are provided as a convenience to Our site visitors and not as an endorsement of the contents of these third party web sites. Themeco is not responsible for the content of these linked, third party websites, has no control over them and makes no representations regarding their content, accuracy, or completeness. If You decide to access these linked, third party websites, You do so at Your own risk. Themeco may receive a commission on some or all of the sites it links to when a visitor referred by Themeco makes a purchase, signs up for a trial, becomes a member, or any similar action on those websites.

Themeco may discontinue or change the Themeco Site, or its availability, at any time without notice. The rights and obligations of this Agreement are not assignable. If any provision of this Agreement is invalid under applicable law, the remaining provisions will continue in full force and effect.

Themeco Account

We invite all paying customers to create a Themeco account to access or verify their purchase, unlock automatic theme updates, and access product support. By creating a Themeco account You agree to receive periodic emails. You can cancel anytime by clicking the unsubscribe link at the bottom of any non-system generated email, however We caution against this as You may miss out on important product information.

If You are found to be using any Themeco product in a manner that violates any of these terms, in whole or part, or We have reason to believe Your usage is making abusive requests outside this scope, We reserve the right to block and/or remove Your account or access to products and/or services We provide.

Themes & Plugins

Allowed Usage

With respect to the license terms below, an X or Pro Single Theme license, or Cornerstone plugin license, allows You the right to use the product purchased on one Personal Site or Client Site, whereas a Pro Unlimited product license allows You the right to use the theme on an unlimited number of Personal Sites or Client Sites.

With any of Our theme or plugin licenses, the following are examples of things You are not allowed to do:

  • Resell a product license as stock.
  • Transfer or sell a license key generated from a Pro Unlimited license to any other individual, group, organization or entity.
  • Use or distribute X or Pro theme files (in whole or in part), or Cornerstone plugin files (in whole or in part) to update any website that is not covered by a theme or plugin license purchased by You (except when You are acting on behalf of a third party whom has engaged you professionally for the purpose of building or maintaining a website and a license has been purchased by them from Us or Our official resellers).
  • Resell, share, distribute or make available X or Pro theme files (in whole or in part), or Cornerstone plugin files (in whole or in part) to any other individual, group, organization or entity, for any reason, except when handing over a Client Site.
  • Provide or enable access to X, Pro or Cornerstone (in whole or in part) to any other individual, group, organization, or entity, as part of a platform or platform as a service.

If You build a Client Site and wish to transfer the license to the client at any stage, You must purchase an X or Pro Single Theme license, or Cornerstone plugin license. Pro Unlimited licenses can not be transferred. If You wish to build a Client Site but retain the license in Your Themeco account, You may purchase any X, Pro or Cornerstone license.

If You purchase an X or Pro Single Theme license, or Cornerstone plugin license, We will allow You to use the same license to validate one additional domain for the sole purpose of site maintenance or development of the primary website validated under the license. For example, if the primary website validated under the license is johnsflowershop.com and You wish to redesign or carry out maintenance for the same website, You may validate an additional domain, such as staging.johnsflowershop.com, under the same license. However, You may not use the license to validate a second unique or materially different website. For the avoidance of doubt, it is at Our sole determination and discretion whether a secondary domain has been validated against the terms of this agreement, and should We deem You to be in breach of these terms, We may withdraw any and all benefits afforded under this license.

X licenses

X is sold exclusively on the ThemeForest marketplace and Customers are subject to the Standard License terms as detailed on the ThemeForest website. Product updates are made available to all X Customers, while product support is provided for a 6 month period and is subject to the provisions of these terms.

Cornerstone licenses

Cornerstone is sold exclusively on the CodeCanyon marketplace and Customers are subject to the Standard License terms as detailed on the CodeCanyon website. Product updates are made available to all Cornerstone Customers, while product support is provided for a 6 month period and is subject to the provisions of these terms.

Pro licenses

Pro is sold exclusively on our Themeco Site and customers are subject to the terms outlined in this agreement.

For Pro Single Theme licenses, product support is provided for a 12 month period. Product updates will continue to be provided as they are available.

For Pro Unlimited licenses, product support and product updates are provided for as long as the period paid for. For example, if You purchase a yearly license, but do not renew it, support and updates will cease at the end of the year covered by the license.

Automatic Updates

Automatic updates of X, Pro & Cornerstone are made available to verified customers only through your Themeco account and licensing system. Automatic updates can only be used on domains where a unique and valid purchase of the software was made and subsequently verified. Automatic updates are expressly prohibited on any website(s) that violate any of these terms. You understand and provide permission for any website that you install and validate our products to be updated automatically as new versions are released. Furthermore, You understand that this is an optional service, and further agree that Themeco is not liable for any problems that may arise from opting in to automatic updates and activating them on any website.

Support

Support includes any questions pertaining to features of the themes or plugins to which You hold a valid and unexpired theme or plugin license. Customization requests are not covered. For example, if You have a question for how to use the bar feature in Pro, a member of Our team will be happy to explain how it works. If You want custom code to change a core feature of the bar feature, that would not be covered. For the avoidance of doubt, a customization request is any request that looks to change something in the theme that can not be altered using native options. The manner and scope of support provided is at Our sole discretion.

Extensions

Each theme license purchased includes access to our Extensions for Your optional use with Our theme only, and subject to the creation of a Themeco account and validation of Your license. These are a combination of tools We have developed in-house and third party plugins. We fully support each Extension for the period covered by the purchased theme license, as well as provide updates as they are available from the developer, subject to testing and approval by Us. Extensions are provided on "as is" basis and support does not extend to customization of the Extension in any way.

Some of the third party plugins provided by Us are available for purchase directly from the creators of those tools. Themeco theme license codes will not allow You to register for support from the creator of the plugin. Sometimes plugin creators will offer bonuses, extra files, or resources that are only available if You purchase from them directly. If You do want direct support from the product creators, or access to premium resources they may make available to their customers, You will need to purchase a separate license from the plugin creator, but note that You are not obligated to do so, as support and updates of the core plugin are provided by Us under the terms of your theme license.

Notwithstanding the above, Themeco reserve the right to withdraw support of, and/or future updates to, Extensions, at Our discretion, at any time.

Use of Third Party Plugins

You are certainly welcome to extend the functionality of Your website(s) with the use of third party plugins, however our policy is that unless they are integrated into Our theme in some way or explicitly listed as supported (Extensions), then We can not provide support or guarantee compatibility. The implementation, customization, and troubleshooting of any issues that may arise is the responsibility of each customer. Technically speaking, since Our products are developed according to development best practices, any well developed third party plugin should be compatible, however due to the virtually limitless nature of things that can and often times do go wrong with software, We cannot support something that We have not first developed or integrated into the theme. For plugins that are integrated into Our themes, support covers product related questions (no customizations).

One

One, a service from Themeco, allows Customers to get help with questions that may go beyond the typical scope of product support. This includes questions pertaining to website customizations, 3rd party plugins, or general website building.

Under this service, We will provide support on various website building platforms including, but not limited to WordPress, Shopify, BigCommerce, Wix, SquareSpace, Weebly, Gatsby, Netlify, and Webflow.

We make no guarantees of the speed of response, nor efficacy of solutions, resources or insight provided. For the avoidance of doubt, implementation of solutions is beyond the scope of this service. For example, You may ask Us to provide You with custom code to achieve a particular look on Your website. Under this service We would provide You with the code, but You would be responsible for implementing it on Your website.

We shall continue to respond to Your questions for as long as You have a valid, paid-up subscription in force. You are welcome to cancel at any time and should You do so, then the service shall cease after the period paid for has ended and no further assistance shall be provided beyond that point, irrespective of when questions were posted.

Care

Care, a service from Themeco, provides maintenance services for websites and their associated tools.

If You are a Care customer and Your website is built upon, or relies upon third party tools in order to maintain its look and functionality, We will perform checks on updates made available by the tool provider, and apply them to Your website, on Your behalf.

Examples of third party tools include content management systems like WordPress and Joomla, or plugins that provide extended functionality or perform other tasks.

Updates may be carried out either by request or by schedule. Where You choose to have updates scheduled, the frequency, time and manner of the updates shall be solely at Our discretion.

It is important to note that just because updates may be available, it does not mean that they should be applied immediately. Often, new releases contain unforeseen bugs and it is beneficial to delay applying the update until such time as it becomes clear that the update is stable or any bugs are addressed by the tool provider. We shall monitor the nature of updates that are available and apply them at Our discretion. This may mean that there are occasions where Your website is not utilizing the latest version of third party tools.

If You require updates to paid third party tools that You have licensed, then We may require You to provide Us with the necessary update files for testing and applying to Your website.

Occasionally, updates cause unforeseen conflicts with other tools that You are using on or for Your website. For the avoidance of doubt, the scope of services under Care does not extend to fixing bugs or issues arising from incompatibility of Your chosen tools. Where appropriate to do so, We will advise You of any recommended additional steps, which may include using alternate tools or informing a tool provider of issues that We have discovered with their products.

It is important to understand that updates are often routine, but due to the nature of software interoperability, the course of action that We take will be dependent on various factors and at all times it is at Our discretion how We carry out updates and handle any problems arising from them.

Elite

Elite, a service from Themeco, provides development services through pre-purchased blocks of time.

Scope of Work

The purpose of Elite is to provide access to a team of skilled developers to fulfill Your development requirements. Our developers are available to work on websites and related technology. You are welcome to request any development task, but while this scope is broad, We reserve the right to decline any task at Our discretion, or recommend alternate arrangements.

Workflow

We shall make available to You a means of submitting new tasks for Us to undertake. This is typically a project board, where You can interact directly with Our team and monitor progress. However, We shall, determine the manner in which new tasks are to be submitted and reserve the right to make changes to this process at Our discretion, at any time.

We shall determine the order and manner in which Your tasks are carried out, unless We agree otherwise. You may add as many tasks as You wish, but please be advised that this is no guarantee that all tasks will be carried out simultaneously. While We will always try to assist You with deadlines or pressures from third parties that You may be facing, We make no guarantees that work shall be undertaken or completed within a specific timescale or by any given date or time. We will always endeavor to allocate sufficient resources to meet the demand of Your development needs but just as any other organization, Our resources are finite and may be subject to change at any time.

Renewal of Plan

When You purchase an Elite plan, You agree to the automatic renewal of Your plan once Your hours have been exhausted. This ensures that progress can continue to be made on Your tasks at all times. We shall automatically collect payment for the renewal of Your plan at the prevailing rate, using the billing details in Your account, once You have less than 2 hours remaining in Your plan. You may change Your plan at any time, and if You do so, We shall charge You for the cost of Your chosen revised plan once You have less than 2 hours of Your current plan. This does not affect Your right to cancel Your plan at any time.

Expiry of Hours

Development hours purchased by You remain available for You to draw down from at any time. However, should any hours remain dormant in Your account with Us, whereby You have not provided any new tasks, or instructions or comments on any existing task, for a period of three months, then they shall expire from that point and You will forfeit any right to use them, or to any fees paid to Us.

Cancellation

You may cancel Your Elite plan at any time. When You do so, You are entitled to use the remaining hours of Your plan, subject to Your continued adherence to the terms of this agreement. Should You have tasks outstanding once Your hours have been exhausted, then all work shall cease immediately at that point, and You will need to renew or purchase a new plan in order for work to recommence.

Other Services

In addition to the products and services outlined above, we may also provide additional products or services, including custom website or redesign development services. Unless agreed otherwise in writing, the terms and conditions in this Agreement shall apply to any and all products and services provided by Us.

General

Payments

Unless agreed otherwise in writing, payment for all products or services is required in full in prior to the delivery and/or fulfilment of any product or service. Should a transaction fail, then We reserve the right to suspend or terminate Your access to Our products or services at Our sole discretion. We may, at Our sole discretion, re-attempt to collect any due payments using the payment method(s) associated with Your Themeco account.

For the avoidance of doubt, should We suspend or terminate Your access to any of Our products or services, this may also mean that We remove any of Your data from any servers or platforms that We operate or use.

Liability

If You purchase any product or service from Us, or request any support from Us, We shall carry out Our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

However, We cannot guarantee that Our work will be error-free and so We cannot be liable to You or any third-party for any damages, in whole or in part, that may result from either You using products or services purchased, or from any actions taken by Us, including but not limited to lost profits, loss of business, lost savings or other incidental, consequential or special damages, even if You have advised Us of them.

If you are a resident of a jurisdiction that requires a specific statement regarding release, then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if know by him or her must have materially affected his or her settlement with the debtor." You hereby waive this section of the California Civil Code. You hereby waive any similar provision in law, regulation, or code that has the same intent or effect as the aforementioned release.

Intellectual Property Rights

You guarantee that all elements of text, images, video, audio or other artwork or media that You provide to Us are either owned by You, or that You have permission to use them. When You provide text, images, video, audio or other artwork or media to Us, You agree to protect Us from any claim by a third party that We are using their intellectual property.

When We undertake development work on Your behalf, We will own the intellectual property rights for work We have developed prior to, or developed separately from Our work for You and not paid for by You. We shall own the intellectual property rights for all design and development work that is created under Our own initiative, whether as a direct result of Your instructions or otherwise, and We shall own the unique combination of these elements that constitutes a complete design or solution, and We will license its use to You, exclusively and in perpetuity for Your website or platform, unless We agree otherwise.

Applicable Law

Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement (and any non-contractual disputes/claims arising out of or in connection with) is subject to the laws of the state of Wyoming, without regard to choice or conflicts of law principles.

Further, You agree to agree to the jurisdiction of the courts of the state of Wyoming to resolve any dispute, claim or controversy that arises in connection with this Agreement.

For the exclusive benefit of Themeco, We retain the right to bring proceedings in the country or state of Your residence, or principal place of business, at Our sole discretion.

You agree that any cause of action arising out of or related to this Agreement must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Class Action Waiver

You agree that both You and We may only bring claims against the other in an individual capacity and not as a plaintiff or class member in any purported class or representative action.

Transferability and Relevant Laws

You cannot transfer this agreement, nor Your obligations under this Agreement, to any other party without Our permission. You agree to adhere to all relevant laws and regulations in relation to Our activities under this Agreement and not cause Us to breach any relevant laws or regulations.

Severability

This agreement stays in place and need not be renewed. If for some reason one part of this Agreement becomes invalid or unenforceable, the remaining parts of it remain in place.

Force Majeure

We are not liable for any failure to perform due to causes beyond Our reasonable control, including but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

Data Protection for EU & UK Customers

The following sections apply to customers within the EU (European Union) or the UK (United Kingdom) for the purposes of compliance with GDPR. Any definitions used hereafter and not previously defined shall have the definition set out in the EU's GDPR.

The Customer and Themeco acknowledge that as it pertains to Personal Data provided to Us for the provision of product support, You are the Controller and We are the Processor, and that You retain control of the Personal Data and remain responsible for its compliance obligations under Data Protection Legislation. We may process the Personal Data that You provide to Us only to the extent that it is strictly necessary under this Agreement and/or any further written instructions from You that are mutually agreed upon in writing. Each party agrees to comply with all applicable requirements of the Data Protection Legislation.

Further, both You and We agree to keep all Personal Data confidential except as required by law. If either You or We are required by law, court, regulator or supervisory authority to process or disclose any Personal Data, each party shall first inform the other of this to enable the objection or challenge to the requirement, unless the law prohibits this disclosure.

Our Data Protection Obligations

Themeco agrees that:

  • We will implement appropriate technical and organizational measures in such a manner that processing will meet the requirements of Data Protection Legislation and ensure the protection of the rights of the Data Subject;
  • We will only process the Personal Data on documented instructions from You, unless required to do so by Data Protection Legislation to which We are subject;
  • We will ensure that persons authorized to process the personal data (such as its employees or contractors) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • At your request, We will delete or return all the Personal Data to You after the termination or expiry of this Agreement and delete existing copies (unless We are legally required to store the Personal Data);
  • We will ensure that We have appropriate technical and organizational measures in place where, at Our determination and discretion, this is reasonably and commercially possible, in order to fulfill obligations under Data Protection Legislation;
  • Taking into account the nature of the processing, We will assist You by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Your obligation to respond to requests for exercising the Data Subject's rights under Data Protection Legislation;
  • We will take reasonable steps to assist You in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR (data breach) taking into account the nature of processing and the information available to the Processor;
  • At Our determination, or as compelled by Data Protection Legislation, We will take reasonable steps to assist You in ensuring compliance with the requirement to carry out Data Protection Impact Assessments as set out in Article 35 of GDPR, taking into account the nature of processing and the information available to the Processor;
  • Where compelled to do so under Data Protection Legislation and not otherwise in accordance with the fulfillment of the Agreement, We will promptly comply with any request by or instruction from You to process the Personal Data, or to stop, mitigate or remedy any unauthorized processing.

Your Data Protection Obligations

When You give Us access to Your personal data, You agree:

  • That You have all necessary rights to provide Us with the Personal Data for processing in connection with products or services provided by Us;
  • That You will not request of Us, any processing of Personal Data that may infringe the Data Protection Legislation. Should You do so, We will decline Your request and inform You why We have done so;
  • That are You responsible for obtaining any consent from data subjects necessary for the processing that We undertake on Your behalf;
  • That You must determine the lawfulness of any processing and perform any required data protection impact assessments, and that You are accountable to any authority under the Data Protection Legislation;
  • That You have put in place appropriate technical and organizational measures as required under the Data Protection Legislation. In the context of providing Us with access to websites under Your control, this may require You to hold suitable backups of data before You grant access to Us.

Contacting Us

For pre-sales, general questions or if You need to contact Us in respect of any aspect of this agreement, then You should email Us at info@theme.co.

Product or service questions for existing Customers are handled through Your Themeco account.