IMPORTANT: If you are not of legal age to form a binding contract (in many places, this is 18 years old), then you must get your parent or guardian to read these terms and agree to them on your behalf before you use impleCode.com or before you provide any information about yourself in the Service. This document is a Contract and it should be reviewed with your parent or guardian so that you both understand how the Service works and what restrictions or rules apply to your use of the Service.
These Use Terms are a contract between you and us. They govern your impleCode Service use. Agreeing to these Use Terms is a condition of any impleCode Service use. You signify your agreement to these Use Terms and will be legally bound by them from the date on which you:
- click to accept or agree to these Use Terms where impleCode presents an option to do so, either on the Website or otherwise; or
- use the Services in any way, in which case you understand and agree that your impleCode Service use will signify your acceptance of these Use Terms from the moment you first begin to use the impleCode Service.
Effective date is 2014–05–28.
You agree that we may, in our sole discretion, amend these Use Terms at any time, in any way and from time to time. We will publish details of our proposed amendments to these Use Terms in a notice to this effect on our Website. This notice will identify the specific amendments we propose making to these Use Terms and the date on which these proposed amendments will become effective.
You agree that such a notice will be adequate notice of the proposed amendments and that these amendments shall automatically come into effect on the date specified in this notice. You further agree that it is your responsibility to review these Use Terms regularly in the event that we do publish a notice of proposed changes. Your continued use of the impleCode Service (except where your continued use of impleCode Service is permissible in terms of, for example, specific licenses) will be subject to you agreeing to the amended Use Terms.
Interpreting these Use Terms
These Use Terms contains a number of words and phrases which have specific meanings and most of which are capitalised. The Glossary, below, contains many of these words and phrases (others are set out in these Use Terms’ body and are designated by terms in quotation marks).
We also apply certain rules when interpreting these Use Terms and the Interpretation Guide, which sets out these rules, is below.
These Use Terms shall continue to bind you for so long as you make use of impleCode Service.
Effects of Termination
In the event these Use Terms are terminated for any reason whatsoever, the following clauses shall survive termination and continue to bind you:
The impleCode Service
Our Website details the impleCode Service which, broadly, comprises the following components:
We grant you a limited and non-exclusive right to use the impleCode Service (subject to any other applicable licenses such as the GPL) solely for the purposes which the impleCode Service is intended for and as permitted by the licenses applicable to the impleCode Service components. This right is not transferable to any other person unless we agree.
You agree that, except where the nature of the impleCode Service requires otherwise, each component of the impleCode Service constitutes a separate and distinct service, and we are not necessarily obliged to render two or more components of the impleCode Service as a single, indivisible service.
Our products are licensed under the GPL (click here to find out more about the GPL).
When you purchase paid Products, you will receive access to a Support Service for those Products for a period of one year. You may renew the Support Service for your paid Products on the anniversary of your paid Products’ purchase. For more information about the Support Service, read below.
All our Products require WordPress CMS.
As we pointed out above, when you purchase paid Products, you will receive access to a Support Service developed to support the specific paid Products you have purchased. The Website contains more information about the specific Support Service you receive with each paid Product purchase. The corresponding Support Service is valid for 1 year from the date of your purchase for specific websites (according to the license you choose), regardless of which paid Product you purchase, after which time the Support Service will come to an end.
The Support Service is provided by email so you need an email address to receive it.
You may renew the Support Service for each paid Product at 30% of the price you paid for the paid Product if you renew the relevant Support Service before the date on which the relevant Support Service terminates. You may renew Support Services on our Website.
Support Services are only available to you and you may not transfer them to any other person without our express, written consent. We may refuse to give consent for this at our discretion.
impleCode grants users a Content License in respect of impleCode Intellectual Property which forms part of the Services.
To the extent that any copying, reproduction, distribution, transmission, display, broadcasting or publishing of any Content is expressly permitted (such permission to be interpreted in its most restrictive sense) users may do so, provided that all trademarks, trade names and all copyright, ownership, proprietary and confidentiality notices included on or in relation to the Content are retained and displayed without alteration or modification and not in any manner obscured or removed.
Users are further required, as a condition of this Content License, to clearly and expressly attribute impleCode as the Content’s source (with valid URL to the original content).
Users acknowledge that they do not acquire any ownership rights or rights to use the Content except where explicitly permitted to do so. In the event impleCode revokes the Content License, users may no longer use the Content.
Changes to the Services
We may change any aspect of the impleCode Service on written notice to you. These changes may include discontinuing aspects of the impleCode Service or the impleCode Service in its entirety. In the event we do make any changes to any aspect of the impleCode Service, we will publish updated impleCode Service information which shall detail the:
- proposed changes to the impleCode Service;
- and the date on which these proposed changes shall be implemented.
Changes to the impleCode Service may, at our sole discretion, require consequential changes to fees payable for and delivery timeframes applicable to the aspects of the impleCode Service affected by the changes. We will similarly notify you of any such changes to fees payable or delivery timeframes.
Where fees are payable for any component of the impleCode Service, these fees are payable in advance and we may, in our sole discretion, suspend any aspect of the impleCode Service which you have not paid for.
You may claim a refund of any fees you have paid for any paid Products within 1 month of your purchase or until you Start Using the Service. The refund will not be granted if you claim it for the same product that it was granted before (if you decide to buy the refunded Product again).
If you purchased a WordPress Consulting service and consider the service not worth its money, we would love to talk to you about that. We consider our WordPress Consulting Services a bargain and value good feedback. While it remains at impleCode’s discretion to grant a refund, we will work hard to make you happy. Your use of the impleCode Service you are claiming a refund for may be terminated when you are refunded.
Without detracting from any of our rights, you agree that we are entitled to discontinue any aspect of the impleCode Service you may be using if you fail to pay any amount when it falls due or if you breach these Use Terms. In the event we incur expenses to recover amounts you owe us, you further agree that we may recover our legal costs on the attorney and own client scale, collection charges and tracing fees, and any applicable VAT.
Prices are in US Dollar and exclude VAT. VAT will be included only for Customers from European Union countries which do not provide valid EU VAT number and for Customers from Poland.
All our payments are processed by either PayPal (2211 North First Street San Jose, California 95131, USA) or PayLane (PayLane Sp. z o.o. 6/A3 Arkonska st., 80-387 Gdansk, Poland KRS: 0000227278).
Save as expressly set out in these Use Terms, we do not make any representation or give any warranties whatsoever in respect of the impleCode Service.
If you are not, factually or legally, authorised to bind another person as our Customer to these Use Terms, you agree that you will be personally liable to impleCode for any amounts due to us in terms of these Use Terms or otherwise as a consequence of using the impleCode Service in the event the legal entity concerned refuses or fails to pay any amounts which are due to us and as if you contracted with us for your personal impleCode Service use.
Disclaimers and Limitation of Liability
To the fullest extent permissible by law, we disclaim all warranties of any kind, whether express or implied in respect of the impleCode Service and you use the impleCode Service at your own risk.
You agree that neither we or our Associates shall be liable for any Losses which you may sustain however arising and whatever the cause, in particular pursuant to your or any 3rd Party’s use of, access to and/or interference with the impleCode Service.
You also agree that our liability to you pursuant to these Use Terms shall furthermore be limited to the total amount of the fees you paid for your impleCode Service use.
You and any 3rd Parties using the impleCode Service or Website indemnify us and our Associates from any Losses, which may arise as a result of your or the 3rd Party’s unlawful conduct, wilful misconduct and/or gross negligence.
You are not allowed you use impleCode Service to violate any law, conduct any kind of illegal activity, publish illegal content or promote illegal activity.
Maintenance and Repair
You acknowledge that from time to time the impleCode Service may be suspended, either in part or as a whole, for maintenance, repair and improvements. We agree, wherever reasonably possible, to give twenty-four (24) hours notice of suspension of the impleCode Service affected by the proposed suspension. We deal with this in more detail in our Support Policy.
Save as set out elsewhere in these Use Terms or the Support Policy, we shall not be liable for any Losses which may be sustained as a result of the suspension of the impleCode Service save as provided for in the Support Policy, where applicable.
If any person is of the view that his, her or its rights have been infringed through unlawful impleCode Service use by any person, that person may address a complaint to impleCode which satisfies the following requirements and/or sets out the following information:
- the full names and address of the complainant;
- the written or electronic signature of the complainant;
- identification of the right that has allegedly been infringed;
- identification of the material or activity that is claimed to be the subject of unlawful activity;
- the remedial action required to be taken by impleCode in respect of the complaint;
- telephonic and electronic contact details, if any, of the complainant;
- a statement that the complainant is acting in good faith;
- a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct.
Notifications must be addressed to:
We will investigate the complaint on receipt of a complete and properly formulated complaint notice and will take appropriate action, where necessary. Such action may include, but is not limited to, removing offending Content and/or taking appropriate steps against offending users or Customers, where appropriate. We may not be able to, or it may not be appropriate for us to, respond to or act on every complaint.
Subject to any other provision of these Use Terms providing for the remedy of any breach of any provision of these Use Terms, should either Party (“the Offending Party”) commit a breach of any provision of these Use Terms and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to –
- cancel these Use Terms, provided the breach in question is a material breach going to the root of these Use Terms;
- or claim specific performance of all of the Offending Party’s obligations whether or not due for performance,
- in either event without prejudice to the Aggrieved Party’s right to claim damages.
Either Party shall be entitled to summarily terminate these Use Terms in the event of the other Party being placed in liquidation or under judicial management, whether provisionally or finally, or in the event of the other Party entering into a compromise with its creditors generally. All amounts due by the other Party in terms of these Use Terms shall, in the circumstances contemplated in this clause, immediately become due and payable to the prejudiced Party.
Governing Law and Jurisdiction
These Use Terms shall be governed in all respects by and shall be interpreted in accordance with Polish Law and you consent and submit to the jurisdiction of the Common Court in Wrocław, Poland.
You consent to the jurisdiction of the Regional Court and the Magistrates Court in respect of any claim arising out of or pertaining to these Use Terms or the impleCode Service even though any claim you may have against us exceeds the monetary jurisdiction of the Regional Court or the Magistrates Court, as the case may be.
You acknowledge that, from time to time, the impleCode Service may be suspended due to causes beyond our control which we refer to as Interruption Events.
You agree that we will be relieved of our obligations in terms of these Use Terms during the period that the Interruption Event and its consequences continue, only to the extent we are reasonably prevented from fulfilling our obligations, and we shall not be liable for any Losses which you may suffer as a result.
We will make reasonable efforts to notify you of an Interruption Event in writing as soon as we become reasonably aware of the Interruption Event.
In the event that an Interruption Event exceeds 2 calendar months and in the event that neither we or our nominee are able to provide alternative services and/or facilities, either you or we may terminate these Use Terms and shall only remain liable for performance under these Use Terms which fell due immediately prior to the Interruption Event.
By users or you
Users or, where appropriate, you shall not be entitled to cede, delegate, assign or otherwise transfer all or any of its rights, interests or obligations under and/or in terms of these Use Terms except with our prior written consent. We will not unreasonably withhold our consent.
We are entitled to cede, delegate, assign or otherwise transfer all or any of our rights, interests or obligations under and/or in terms of these Use Terms subject to us giving you reasonable written notice to that effect.
If any court which has jurisdiction finds any clause or term of these Use Terms to be unenforceable, then the Parties agree that the remaining terms and provisions of these Use Terms shall be deemed to be severable from the unenforceable provisions and shall continue in full force and effect unless such unenforceability goes to the root of these Use Terms, in which case these Use Terms shall terminate.
Domicilium and Notices
Any Party shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a post box number in Poland, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.
All notices, demands, communications or payments intended for any Party shall be made or given at such Party’s domicilium for the time being.
A notice sent by one Party to another Party shall be deemed to be received:
- on the same day, if delivered by hand;
- on the same day, if transmitted electronically with receipt received confirming completion of transmission;
- on the same day of transmission if sent by telefax with receipt received confirming completion of transmission, provided that the original of the notice shall, after such transmission, be sent by prepaid courier services to the Party to whom such notice shall have been given;
- on the third day after despatch, if sent by prepaid courier.
Notwithstanding anything to the contrary contained in this Domicilium and Notices clause a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
You choose your physical address; postal address and email address which you supply to us when registering to use the impleCode Service as its domicilium citandi et executandi (“domicilium”) for all purposes arising from or pursuant to these Use Terms.
impleCode chooses the addresses and other contact details specified in this section, below, for all communication purposes under these Terms, whether in respect of court process, notices or other documents or communications of whatsoever nature.
Access to the Content on or through the Services and the Website itself are classified as “electronic transactions” in terms of the Law of 2 March 2000 on the protection of consumer rights and therefore you have the rights detailed in this law.
A “transaction” between you and us may or may not fall under the provisions of the Law of 2 March 2000 on the protection of consumer rights depending upon whether you represent a company or not.
Our duties towards you may vary depending upon whether the transaction in question is subject to the Law of 2 March 2000 on the protection of consumer rights, and we will rely on information you give us in order to determine whether the Law of 2 March 2000 on the protection of consumer rights applies. Consequently:
- You warrant that any statement you make to us regarding your status is accurate.
- impleCode Services are primary directed to companies so if you are a consumer you should state it before the order is taken
- If you misrepresent your status and we are subsequently penalised as a result of our reliance on your misrepresentations you agree that we may hold you liable for any losses we sustain as a result.
- Our full name and legal status: Advert Lab Norbert Dreszer trading as impleCode
- Street address: 32A/8 Jaworowa Street, 53-123 Wroclaw, Poland
These Use Terms, as read with the documents referenced in these Use Terms, constitute the sole record of the agreement between the Parties in regard to its subject matter.
No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in these Use Terms.
No addition to, variation or consensual cancellation of these Use Terms, including this clause, shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.
The Parties undertake at all times to take all reasonable steps to implement and comply with these Use Terms.
In these Use Terms, headings are for convenience and are not intended to be used to interpret the Use Terms.
If the Use Terms refers to a Party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Use Terms will also be applicable to and binding on that Party’s liquidator or trustee, as the case may be.
Unless these Use Terms indicates to the contrary, any references to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.
Where these Use Terms specifies any number of days, the number of days excludes the first day and includes the last day unless the last day falls on a Saturday, Sunday or public holiday in Poland, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in Poland. Generally speaking, references to a “day” are references to typical business days.
Any reference to “business hours” shall be construed as being the hours between 09h00 (nine hours) and 17h00 (seventeen hours) on any day. Any reference to time shall be based upon Central European Time (CET);
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the limitations set out above may not apply to you.
In particular, where you are using our Service as a consumer, nothing in these terms and conditions shall affect your statutory rights.
The words and phrases in the Glossary and, where appropriate, elsewhere in these Use Terms bear the meanings assigned to them and related expressions bear corresponding meanings.
“3rd Party” means a person other than impleCode and a Customer;
“Associates” means a Party’s officers, servants, agents or contractors or other persons in respect of whose actions that Party may be held to be vicariously liable;
“the Constitution” means Constitution of Poland, 1997;
“Consulting Policy” means the terms and conditions establishing WordPress Consulting services located at http://www.implecode.com/consulting-policy/;
“Content” means any material capable of and in which copyright protection subsists (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) including, but not limited to, what a Customer may have access to as part of, or through the Customer’s Service use;
“Content License” means a personal, revocable, worldwide, royalty-free, non-commercial, non-transferrable and non-exclusive licence to use our Content either on or through the Service through a generally available web browser, mobile device or application solely for the purpose of enabling users to use the Service, in the manner permitted by these Use Terms and does not extend to scraping, spidering, crawling or other technology or software used to access data without our express written consent;
“Customer” means the person contracting with us to use the impleCode Service subject to these Use Terms and is either –
- you, personally, if you are contracting with us in your personal capacity;
- or a legal entity such as a company or close corporation you represent, in which case you:
- represent to us that you are authorised by that legal entity to enter into this contract on that legal entity’s behalf; and
- agree that when we refer to “you” in these Use Terms, we are referring to the legal entity you represent with you as its authorised representative;
“Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or material capable of copyright protection and in which copyright subsists (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property;
“Intellectual Property Rights” means legal or moral rights in Intellectual Property;
“Interruption Event” means strike, lock-out, fire, explosion, floods, riot, war, accident, act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of the Party concerned;
“Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under these Use Terms by reason of an Interruption Event;
“Losses” means all losses (including, but not limited to those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, damages and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties);
“Parties” means impleCode and the Customer;
“Products” means the impleCode plugins, themes and extensions which are made available through the Website and which are described in the Website excluding WordPress Consulting services;
“Poland” means Poland as described in the Constitution;
“Use Terms” means these terms and conditions, as amended from time to time;
“Support Policy” means the terms and conditions establishing our minimum support undertakings in respect of the Services and located at http://www.implecode.com/support-policy/;
“Support Service” means our Product support and update service described on the Website;
“Start Using the Service” means using Support Service more than three times, ordering another paid product or changing license website(s);
“Polish Law” means all and any laws and regulations of Poland, including but not limited to the Constitution, the Consumer Rights or any other legislative enactment or regulation in force from time to time applicable codes of conduct, as may be promulgated or amended from time to time;
“use” bears its ordinary meaning and when used in the context of:
- the Website, means to visit or load the Website in a web browser, mobile phone or similar software application or device or otherwise engage with the Website;
- Products or Content, means to copy, download, distribute, display, view, modify, adapt, load in a web browser, mobile phone, software application or device or to otherwise engage with and/or manipulate the Products;
“user” means a person who is not a Customer and who uses the impleCode Service or the Website;
“VAT” means The Polish Value-Added Tax Act of 11 March 2004;
“Website” means the impleCode website located at http://impleCode.com or such other websites as may be associated with and controlled by impleCode from time to time;
“WordPress Consulting” means services described on https://implecode.com/hire-us/;
“impleCode”, “us”, “we” and “our” means or are references to Advert Lab Norbert Dreszer trading as impleCode, a company duly registered and incorporated in accordance with the laws of Poland with registration number PL6981722551;
“impleCode Service” means the Content, Products, Support Service and WordPress Consulting, either collectively or in any combination.