WHMCS Legal

Affiliate Agreement

THIS AGREEMENT (the “Agreement”) is made between:

PARTIES

1. WHMCS Limited, incorporated and registered in England and Wales with company number 06265962 (“WHMCS”).
2. The party entering into this Agreement, the details of which have been provided to WHMCS electronically as a necessary part of the process of accepting this Agreement (the “Affiliate”).

AGREED TERMS

INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate Web Link Pages

Any web pages of the Affiliate Website that feature a Tracked Hyperlink.

Affiliate Website

Any website owned or operated by the Affiliate.

Business Day

A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commission Rate

In respect of each Transaction, the rate set out on the Website on the “Become an Affiliate” page.

Effective Date

The date on which this Agreement is accepted by the Affiliate.

Reference Code

A unique identifying code that is particular to the Affiliate, which WHMCS Users may input at the time that they purchase.

Tracked Hyperlink

A hyperlink that enables, by way of cookies or otherwise, WHMCS to identify individual users that have accessed the WHMCS Website by way of that particular hyperlink.

Transaction

A purchase of any products or services offered for sale on WHMCS Website by a WHMCS User who has:

1. clicked through directly to WHMCS Website from the Affiliate Web Link Pages where that purchase is completed during a single browser session; or
2. provided the Reference Code at the time that it makes that purchase.

VAT

Value added tax chargeable under the Value Added Tax Act 1994.

WHMCS User

A user who has clicked through to the WHMCS Website from the Affiliate Web Link Pages, or a user that has provided a Reference Code.

WHMCS Website

WHMCS’s website at any time and from time to time, at www.WHMCS.com and including all databases, software, domain names, infrastructure, products and services that WHMCS markets for use by individual users to shop for WHMCS’s products and services. WHMCS Website includes all future versions and replacements of, and successors to, the site.

1. Interpretation Rules

1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
7. A reference to writing or written includes faxes and e-mail.
8. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
9. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. WHMCS’S OBLIGATIONS

1. WHMCS may provide the Affiliate with:
   1. one or more cookies (or similar internet tracking software packages) to enable it to create Tracked Hyperlinks; and/or
   2. a Reference Code for it to provide to potential purchasers of WHMCS’ products and services.
2. WHMCS shall be responsible for developing, operating and maintaining the WHMCS Website.
3. WHMCS shall provide to WHMCS Users clicking through directly from the Affiliate Web Link Pages access to and use of WHMCS Website in accordance with WHMCS’s standard terms of use and other terms and conditions, policies and procedures from time to time.
4. Within 14 days after the end of each calendar month, WHMCS will provide the Affiliate with a report in WHMCS’s standard form setting out for the month concerned the total number of:
   1. occasions when a WHMCS User has clicked directly through to WHMCS Website from the Affiliate Web Link Pages;
   2. occasions when a WHMCS User has engaged in a Transaction.
5. WHMCS may at any time or times without notice to Affiliate:
   1. change the name of WHMCS Website;
   2. change WHMCS Trade Mark Guidelines; and
   3. target WHMCS Website at potential customers in such additional country or countries as it chooses.
6. This agreement is non-exclusive and does not prevent or restrict WHMCS from entering into similar or different agreements with third parties. WHMCS makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

3. AFFILIATE’S OBLIGATIONS

1. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:
   1. the proper functioning and maintenance of all Trackable Hyperlinks; and
   2. compliance with WHMCS Trade Mark Guidelines.
2. The Affiliate shall submit to WHMCS for prior approval any proposed use of any WHMCS trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. WHMCS shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
3. The Affiliate shall provide WHMCS with:
   1. all co-operation in relation to this agreement; and
   2. all access to such information as may be required by WHMCS, as is necessary for the proper performance of WHMCS’s obligations under this agreement.
4. The Affiliate acknowledges and agrees that it has no authority to legally bind WHMCS in relation to WHMCS Users, other users or anyone else and that it has not been appointed and is not the agent of WHMCS for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about WHMCS, WHMCS Website or any of the products or services available to be bought on WHMCS Website.
5. The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

4. CHARGES AND PAYMENT

1. WHMCS will pay the Affiliate at the Commission Rate in respect of the total value of each Transaction.
2. Commission is payable on a receipts, not accruals, basis so if WHMCS receives no revenue on any Transaction, no commission is payable.
3. Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.
4. All sums payable under this agreement are inclusive of any VAT (or similar analogous tax) which the Affiliate may be due to pay to its local tax collection authority. Such VAT payments on sums received under the terms of this Agreement shall be for the Affiliate’s account and the affiliate undertakes that it shall declare and pay all such sums in accordance with applicable local law and shall have sole responsibility for any failure by it to do so. Accordingly, the Affiliate undertakes that it shall not purport to invoice or seek any form of VAT payment or contribution from WHMCS in relation to this Agreement.
5. The report that WHMCS sends to the Affiliate under clause 2.4 shall include a statement of the amounts due from WHMCS to the Affiliate for Transactions in the month to which the report relates. Except in the case of manifest error, WHMCS shall pay the Affiliate the amount thereby shown to be due within 30 days after the date of the report.

5. PROPRIETARY RIGHTS

The Affiliate acknowledges and agrees that WHMCS and its licensors own all intellectual property rights in WHMCS Website and all WHMCS’s products and services. Except as expressly stated herein, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to WHMCS. All such rights are reserved to WHMCS.

6. CONFIDENTIALITY

1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
2. Each party may disclose the other party’s confidential information:
   1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. This clause 6 shall survive termination of this agreement, however arising.

7. INDEMNITY

The Affiliate shall indemnify WHMCS against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by WHMCS arising out of or in connection with the Affiliate’s website or the marketing or sale of products or services on that website.

8. LIMITATION OF LIABILITY

1. This clause 8 sets out the entire financial liability of WHMCS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:
   1. arising under or in connection with this agreement; and
   2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
2. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
3. Nothing in this agreement excludes the liability of WHMCS:
   1. for death or personal injury caused by WHMCS’s negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to clause 8.3:
   1. WHMCS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
   2. WHMCS’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by WHMCS to the Affiliate during the 12 months preceding the date on which the claim arose.

9. DURATION AND TERMINATION

1. This agreement shall commence on the Effective Date and shall continue thereafter unless otherwise terminated as provided in this clause 9.
2. WHMCS may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. WHMCS will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.
3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
   1. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
   3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
   5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
   6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
   7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
   8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
   9. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
   11. there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or
   12. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3(b) to clause 9.3(k) (inclusive).

10. CONSEQUENCES OF TERMINATION

On termination of this agreement for any reason:

1. all licences and benefits granted under this agreement shall immediately terminate (including any right for the Affiliate to use any branding or trademarks of WHMCS);
2. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11. FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

12. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14. SEVERANCE

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
2. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. ENTIRE AGREEMENT

1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.

16. ASSIGNMENT AND OTHER DEALINGS

1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of WHMCS.
2. WHMCS may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.

17. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

18. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. THIRD PARTY RIGHTS

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20. NOTICES

1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by e-mail to the regular general communications e-mail address of the other party, or such e-mail address as the parties may agree between them (including by way of a course of dealing).

21. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.

22. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Last Updated: October 2016

WHMCS End User License Agreement

 

IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND WHMCS LIMITED. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. AMONG OTHER PROVISIONS, IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU CONFIRM YOUR ACCEPTANCE OF THE SOFTWARE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL or USE THE SOFTWARE. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM. WHMCS LIMITED (“WHMCS”) IS THE LICENSOR AND YOUR CONTRACTUAL COUNTERPARTY UNDER THIS AGREEMENT. THE SOFTWARE AND RELATED SERVICES MAY BE MARKETED, SOLD, DISTRIBUTED OR SUPPORTED BY WHMCS LIMITED AND/OR OTHER COMPANIES WITHIN THE WEBPROS GROUP AND BY AUTHORIZED RESELLERS, BUT WHMCS LIMITED REMAINS SOLELY RESPONSIBLE FOR THE LICENSE GRANTED TO YOU HEREUNDER. IF YOU ARE RESELLING THE SOFTWARE after approval by WHMCS, YOU AGREE TO PROVIDE YOUR CUSTOMER WITH THIS EULA IN A MANNER IN WHICH THEY CAN REVIEW AND REJECT ITS TERMS.

1. Definitions

 1.1 “Activated”

has the meaning given in Section 2.4.2.

1.2 “Agreement”

means both the EULA and the Pricing and Term Agreement.

1.3 “Applicable Law”

means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.

1.4 “Beta Version”

means any version of the Software released by WHMCS for testing as determined by WHMCS in its sole discretion.

1.5 “Effective Date”

has the meaning given in the Pricing and Term Agreement.

1.6 “EULA”

means this End-User License Agreement.

1.7 “Intellectual Property Rights”

means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.

1.8 “Pricing and Term Agreement”

means, as applicable, (a) the Pricing and Term Agreement entered into between You and WHMCS in connection with the license of the Software which sets forth (among other things) pricing, term and payment provisions of this Agreement; (b) the pricing and payment provisions located at www.whmcs.com (or such other URL as WHMCS may designate from time to time); and/or (c) the pricing and payment provisions of any agreement between You and a WHMCS reseller (or other third party authorized to grant You the license) pursuant to which You obtained a license to use the Software. The Pricing and Term Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.

1.9 “Software”

means the WHMCS software program(s) supplied by WHMCS together with this Agreement, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third party components. The Software may also include, or make available to You, the WHMCS Nova Module and other AI Features, the use of which is additionally subject to Section 10 (WHMCS Nova Module and Artificial Intelligence Features).

1.10 “Term”

means the term of this Agreement as set forth by the term of the license obtained by You (a) in connection with the Pricing and Term Agreement or (b) from a WHMCS reseller or other third party authorized to grant You the license.

1.11 “Territory”

means the world, except to the extent that use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).

1.12 “Trademarks”

means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of WHMCS including without limitation, WHMCS and the WHMCS logo. WHMCS may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.

1.13 “Third Party Users” and “Licensee”

both mean, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.

1.14 “Updates”

means any bug fixes, patches and other modifications of the Software provided to You by WHMCS.

1.15 “Virtual Private Server”

means a virtual server operating on a single physical server upon which multiple virtual servers may operate.

1.16 “You” or “Your”

means or refers to the individual or entity entering into this Agreement with WHMCS, whether or not such terms are capitalized in this Agreement.

1.17 “WHMCS”

means WHMCS Limited.

1.18 “WHMCS Anonymous Usage Data”

means all data collected by WHMCS in connection with the use of the Software by You or any Third Party Users, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the hardware upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “WHMCS Anonymous Usage Data” may also include information collected by WHMCS from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.

1.19 “WHMCS Client Area”

means WHMCS’s customer service, license management and Incident tracking system or such successor system as WHMCS may designate from time to time which. Only WHMCS Licensees may access and use the WHMCS Client Area.

 1.20 “Affiliate” and “WebPros Group”

mean, respectively, any entity that controls, is controlled by, or is under common control with WHMCS, and the group of companies of which WHMCS forms part.

 1.21 “Active Client”

means any client record within the Software that has at least one active product, service, addon or domain, as used (among other things) to determine the applicable subscription plan or tier under Your Pricing and Term Agreement.

 1.22 “Subscription” or “Subscription Term”

means the recurring period (for example monthly or annual) for which You have purchased and paid the applicable fees for a license to the Software, as set out in the Pricing and Term Agreement, together with any renewal period.

 1.23 “WHMCS Cloud”

means the optional, fully managed and hosted version of the Software operated by or on behalf of WHMCS on WebPros Cloud infrastructure, to which You may be granted access as a service rather than by installation on Your own server. The use of WebPros Cloud  is governed by the WebPros Cloud General Terms and Conditions (GTC).

 1.24 “WHMCS Nova” or “Nova Module”

means the AI-based, prompt-driven module and associated features made available within or in connection with the Software that enable the generation, modification and refactoring of source code for web applications, websites and website components, and the generation of images, by means of natural-language prompts.

 1.25 “AI Features”

means WHMCS Nova and any other features of the Software that make use of artificial intelligence, machine learning, generative AI or Large Language Models.

 1.26 “Large Language Model” or “LLM”

means a third-party general-purpose AI model relied upon, directly or indirectly, to provide the AI Features.

 1.27 “Input”

means the prompts, text, instructions, data, files or other materials that You or Your users submit to the AI Features.

 1.28 “Output”

means any content, code, text, images or other materials generated by the AI Features in response to Input.

 1.29 “AI Act”

means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended, supplemented or replaced from time to time.

 

2. License

 2.1 License Grant.

During the Subscription Term, solely within the Territory and subject to the terms and conditions of this Agreement and to Your payment of the applicable fees, WHMCS grants You a limited, non-exclusive license to (a) install and use the Software on the number of installations and up to the volume of Active Clients permitted by Your applicable plan or Pricing and Term Agreement and (b) make a single back-up copy of the registered Software for archival purposes. Where You have subscribed to WHMCS Cloud, WHMCS instead grants You the right to access and use the hosted Software as a service during the Subscription Term, and provisions of this Agreement concerning installation, back-up copies and the Licensed Server apply only to the extent relevant. The WebPros Cloud General Terms and Conditions primarily apply to the use of WHMCS within WebPros Cloud.  The foregoing license is revocable, non-transferable, non-assignable and non-sub-licensable, and continues only for so long as Your subscription remains active and the applicable fees are paid.

 2.2 License Transfers.

The Software is licensed only to You. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of WHMCS Limited. (For the avoidance of doubt, this license is only granted to one person or company and if more than one person or company wishes to use the Software, each user must purchase a separate license).

 2.3 Restrictions of Use.

 2.3.1 Installation of Software Package. The Software is licensed as a single product and none of the components in the Software may be separated for installation or use.

 2.3.2 Single Domain. Unless Your plan or Pricing and Term Agreement expressly provides otherwise, each license entitles You to operate the Software on a single primary domain and installation. The permitted usage volume, including the number of Active Clients, is determined by the plan or tier set out in Your Pricing and Term Agreement, and usage in excess of that volume may require an upgrade or the payment of additional fees.

 2.3.3 Back-Up Copy. All backup copies must be an exact copy of the original Software. If You make a back-up copy of the Software, such copy must be in machine-readable form and You must reproduce on such copy all Intellectual Property Right notices and any other proprietary legends on the original copy of the Software.

 2.3.4 No Derivative Works; Reverse Engineering. You may not alter, merge, modify, prepare derivative works based upon, adapt or translate the Software in any manner whatsoever. Additionally, You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to any human-readable form, or use the Software to develop any application having the same primary functions as the Software.

 2.4 Monitoring of Software.

 2.4.1 Audit by WHMCS. You agree that WHMCS may audit Your use of the Software for compliance with this Agreement at any time, upon reasonable notice. You agree to cooperate with WHMCS and any auditors selected by WHMCS to complete the audit including by providing access to any facilities in which the Software is used or stored, including without limitation the facilities which house the hardware upon which the Software is installed. In the event that such audit reveals any use of the Software by You other than in compliance with the terms of this Agreement, You shall reimburse WHMCS for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such noncompliance.

 2.4.2 Authentication System. The Software contains technological measures that, working in conjunction with WHMCS computer servers, are designed to prevent unlicensed or illegal use of the Software (collectively, the “Authentication System”). You acknowledge and agree that such Authentication System allows WHMCS to (among other things) (a) monitor use of the Software by You as set forth in Section 2.4.3 (WHMCS Anonymous Usage Data); (b) suspend or disable access to the Software in whole or in part in the event of a breach of this Agreement; and (c) terminate use of the Software upon the expiration or termination of this Agreement. You agree not to thwart, interfere with, circumvent or block the operation of any aspect of the Authentication System, including any communications between the Software and WHMCS’s computer servers. For the avoidance of doubt, the Software will not operate unless WHMCS from time to time verifies the Software using the Authentication System which requires the exchange of information between You and WHMCS over the Internet.

 2.4.3 WHMCS Anonymous Usage Data. You agree that, without further notice to You, WHMCS may use technological means to (a) monitor use of the Software as may be necessary to monitor for compliance with the terms of this Agreement; and (b) collect WHMCS Anonymous Usage Data. WHMCS reserves the right to copy, access, store, disclose and use WHMCS Usage Data indefinitely in its sole discretion; provided, however, that in the event that WHMCS collects information concerning which features of the Software are most often used by You, WHMCS will remove personally identifiable information (if any) from such data and copy, access, store, disclose and use such data solely for the purpose of improving the Software.

 2.4.4 Commercial Use; Evaluation. If Your license is an Educational License, Non-Profit License or Trial Version License, You may not use the Software for any commercial purposes. Additionally, if You have received a Trial Version License, You may only use the Software to review and evaluate the Software.

 2.5 Data Protection.

WHMCS shall only use Personal Information it collects from You when You use the Software in accordance with WHMCS’s Privacy Policy. You must not conduct any systematic or automated data collection activities (including, without limitation, processing (within the meaning of the UK Data Protection Act 2018, the UK GDPR and/or Regulation (EU) 2016/679 (the ‘GDPR’), in each case as amended, supplemented or replaced from time to time), scraping, data mining, data extraction and data harvesting) on or in relation to our Software without our express written consent.

 2.6 Updates.

The Software may automatically download and install updates from time to time from WHMCS. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, completely new versions and additional products and services offered through or from the Software. You agree to receive such updates (and permit WHMCS to deliver these to You) as a condition to Your use of the Software. Where You use WHMCS Cloud, updates, patches, maintenance and security fixes are applied automatically by or on behalf of WHMCS in accordance with the WebPros Cloud GTC.

2.7 License Exchange.

You agree that this Agreement shall supersede any prior End-User License Agreement and between You and WHMCS applicable to the Software and that such prior End-User License Agreement is hereby terminated if (a) You previously purchased a license for the Software and are now purchasing a new license for the Software so that You may obtain additional technical support or updates during the Term of this Agreement; or (b) the copy of the Software You licensed with this Agreement is an upgrade to an earlier version of the Software. You may not continue to use the earlier version of the Software or transfer it to another person or entity.

 

3. Intellectual Property Rights.

3.1 Ownership.

WHMCS owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) WHMCS Anonymous Usage Data; and (d) any and all Submissions (collectively, “WHMCS IP Rights”).

 3.2 Trademarks; Domain Names.

This Agreement does not authorize You to use the Trademarks. If You wish to use the Trademarks, You must obtain a written license to use the Trademarks from WHMCS. Additionally, You will not (a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest WHMCS’s ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.

 3.3 No Implied License or Ownership.

Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant You any right, title or interest, implied or otherwise, in or to the WHMCS IP Rights.

 3.4 No Contest.

You acknowledge and agree that the WHMCS IP Rights are and shall remain the sole and exclusive property of WHMCS. You agree that You shall never oppose, seek to cancel, or otherwise contest WHMCS’s ownership of the WHMCS IP Rights or act in any manner that would or might conflict with or compromise WHMCS’s ownership of the WHMCS IP Rights, or similarly affect the value of the WHMCS IP Rights. Whenever requested by WHMCS, You shall execute such documents as WHMCS may deem necessary or appropriate to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights. In the event WHMCS is unable, after using its reasonable endeavours (which shall not require WHMCS to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint WHMCS as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights with the same legal force and effect as if executed by You. In the event You become aware that any third party is, or may be, infringing the WHMCS IP Rights, You agree to notify WHMCS of such fact.

 3.5 Proprietary Notices.

Third party trademarks, trade names, product names and logos included in the Software may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

 3.6 Submissions.

With respect to any feedback, suggestions or ideas (“Submissions”) that You submit to WHMCS concerning the Software, or any of WHMCS’s products or services, You agree that: (a) Your Submissions will automatically become the property of WHMCS, without any compensation to You; (b) WHMCS may use or redistribute the Submissions for any purpose and in any way; (c) WHMCS is not obligated to review any Submissions; and (d) WHMCS is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by You shall constitute a material breach of this Agreement giving rise to WHMCS’s termination rights in Section 5.2.

 

 4. Payments & Refunds.

 4.1 Payments.

As a condition of the license granted to You pursuant to this EULA, You shall pay WHMCS the amount(s) set forth in Your Pricing and Term Agreement in accordance with the payment terms contained therein.

 4.2 Refunds.

New customers may cancel within thirty (30) days of their initial purchase for a refund under the money-back guarantee described at www.whmcs.com (or such other URL as WHMCS may designate). Except as required by Applicable Law or as expressly stated in Your Pricing and Term Agreement, fees are otherwise non-refundable: cancelling a subscription stops future renewals but does not entitle You to a refund of fees already paid for the current Subscription Term. Refunds are not issued for server failure or issues, lack of features, or where Your environment does not meet the system requirements. Any refund for software failure is determined on individual circumstances and only issued once WHMCS’s technical staff determines that a fault attributable to WHMCS causes the Software not to run on a hardware and software configuration recommended by WHMCS. Installation and professional-services charges are not refundable.

 

5. Term and Termination.

 5.1 Term.

This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term.

 5.2 Termination.

WHMCS may terminate this Agreement (a) in the event of Your breach of this Agreement (or a sublicensee’s breach of a provision of a Third Party User’s agreement relating to the Software or WHMCS) upon 30 days’ notice to You if such breach remains uncured after the expiration of the 30 day notice period; (b) as set forth in Section 2.2; or (c) immediately without notice in the event of Your (or Your sublicensee’s material breach of this Agreement. You acknowledge and agree that any breach by You (or any Third Party User) of the following provisions of the Agreement or any related provisions of a Third Party User’s agreement relating to WHMCS or the Software shall each constitute a material breach: (i) use of the Software in excess of the license grant in Section 2.1 (License Grant); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of the Software in violation of Section 2 (License) or Section 9.8 (Assignment); (iii) any violation of Section 2.3 (Restrictions of Use) including without limitation Section 2.3.4 (No Derivative Works; Reverse Engineering); (iv) any violation of Section 2.4 (Monitoring of Software) including without limitation any attempt, whether successful or not, to thwart, interfere with, circumvent or block the operation of any aspect of WHMCS’s monitoring of the Software; (v) any conduct inconsistent with the WHMCS IP Rights as set forth in Section 3 (Intellectual Property Rights); (vi) any breach of Section 4 (Payment); and (vii) any breach of Your warranties under Section 6.1 (Mutual Warranties). Additionally, a material breach by You of any agreement or contract between You and WHMCS, including without limitation a breach of WHMCS’s Trademark Usage Policy, any applicable EULA, or the Technical Support Agreement shall be deemed a material breach of this Agreement and shall give rise to WHMCS’s right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a nonexclusive list.

 5.3 Effect of Termination.

Upon the expiration or termination of this Agreement for any reason, (a) You must destroy all copies of the Software, including any back-up copy; (b) You must uninstall or delete the Software from the Licensed Server; and (c) WHMCS may without notice and in its sole discretion terminate, suspend or disable access to the Software by You or any Third Party User.

 5.4 Survival.

Sections 1 (Definitions), 2.4 (Monitoring of Software), 3 (Intellectual Property Rights), 4 (Payments), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification), 9 (Miscellaneous) and 10 (WHMCS Nova Module and Artificial Intelligence Features) shall survive the termination or expiration of this Agreement for any reason.

 

 6. Warranties; Disclaimer.

 6.1 Mutual Warranties.

Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the use and installation of the Software and the performance of its obligations under this Agreement.

 6.2 Limited Warranty.

WHMCS warrants that, for a period of ninety days from the date of delivery of the Software, when used with a hardware and software configuration recommended by WHMCS, the Software will perform in substantial conformance with the documentation supplied with the Software. The limited warranty in this Section 6.2 shall not apply (a) if Your version of the Software is a Beta Version; (b) if the Software has been altered in any way by a party other than WHMCS; (c) the Software’s third party components; or (d) if any failure or error arises out of use of the Software with anything other than a WHMCS recommended hardware and software configuration. Any misuse, accident, abuse, modification or misapplication of the Software will void the limited warranty in this Section 6.2.

 6.3 Disclaimer.

EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SOFTWARE LICENSED HEREUNDER IS PROVIDED “AS IS” AND WHMCS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WHMCS DOES NOT WARRANT THAT THE SOFTWARE OR ITS THIRD PARTY COMPONENTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF WHMCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES.

6.3.1 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.

6.3.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WHMCS, ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.

6.3.3 SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

7. Limitation of Liability.

7.1 Lost Profits; Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHMCS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF WHMCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 7.2 Total Cumulative Liability; Exclusive Remedy.

EXCEPT FOR AMOUNTS OWED BY YOU TO WHMCS UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHMCS’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY WHMCS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY OF SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND WHMCS’S ENTIRE LIABILITY SHALL BE FOR WHMCS, AT WHMCS’S ELECTION AND WITHIN ITS SOLE DISCRETION, TO USE ITS COMMERCIALLY REASONABLE ENDEAVOURS TO (A) SUPPLY YOU WITH A REPLACEMENT COPY OF THE SOFTWARE THAT SUBSTANTIALLY CONFORMS TO THE DOCUMENTATION INCLUDED WITH THE SOFTWARE; OR (B) REFUND TO YOU YOUR LICENSE FEE FOR THE SOFTWARE; PROVIDED THAT YOU REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO WHMCS NO MORE THAN NINETY (90) DAYS FOLLOWING DELIVERY OF THE SOFTWARE TO YOU.

 

 8. Indemnification.

You shall indemnify, defend and hold harmless WHMCS and its directors, officers, staff, employees agents, and affiliates and their respective successors, heirs and assigns and affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “WHMCS Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the WHMCS Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of Your representations, warranties or obligations under this Agreement; (b) in the event that You sublicense the right to use the Software to any Third Party Users pursuant to Section 2.2 (Sublicensing), (c) a breach of a Third Party User’s representations, warranties or obligations under any provisions in a Third Party User’s agreement relating to WHMCS or the Software; and (d) any Claims based upon or arising from any allegation that a Third Party User was harmed due to any termination, suspension or disabling of such user’s access to the Software by WHMCS pursuant to the terms and conditions of this Agreement; provided, however, that in any such case WHMCS or its affiliates, as applicable, (x) provide You with prompt notice of any such claim; (y) permit You to assume and control the defence of such action upon Your written notice to WHMCS of Your intention to indemnify; and (z) upon Your written request, and at no expense to WHMCS or its affiliates, provide to You all available information and assistance reasonably necessary for You to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the WHMCS Parties, without WHMCS’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by WHMCS or its affiliates in connection with or arising from any such claim.

 

9. Miscellaneous.

 9.1 Force Majeure.

No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.

 

9.2 Independent Contractors.

It is the intention of the parties that WHMCS and You are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between WHMCS and You.

 9.3 Choice of Law; Venue; Jurisdiction.

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims).

 9.4 Entire Agreement.

This Agreement, together with all Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.

 

9.5 Basis of Bargain.

Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between WHMCS and You and shall inure to the benefit of WHMCS. WHMCS would not be able to provide the Software on an economic basis without such limitations.

 9.6 Severability.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 9.7 Amendment or Modification.

This Agreement is subject to change without prior notice from WHMCS. You shall be deemed to have accepted any changes or modifications by Your continuing use of the Software. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by WHMCS.

 9.8 Assignment.

This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety: (a) by WHMCS in its sole discretion; (b) by You with the prior written consent of WHMCS; and (c) as set forth in Section 2.2 (License Transfers). In addition, WHMCS may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that WHMCS will remain liable and responsible for any performance or obligation so delegated. A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.

 9.9 Waiver.

Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

 9.10 Remedies Cumulative.

Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

 9.11 No Third Party Beneficiaries.

Except for the provisions of Clause 8 which are intended to be enforceable by the Persons respectively referred to therein (each, a “Beneficiary”) by virtue of the Contracts (Rights of Third Parties) Act 1999, the Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement (including without limitation any Third Party Users). Notwithstanding the previous sentence, this Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary.

 9.12 Notices.

All notices or questions relating to this Agreement shall be directed to: WHMCS Limited C/O TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom. Any notice required to be given under this Agreement shall be deemed given by WHMCS when sent to You by email, telephone, fax, or mail to the contact information supplied by You to WHMCS in the Pricing and Term Agreement. You may update such information from time to time upon written notice to through the WHMCS Client Area. Any failure by You to provide WHMCS with updated contact information will not invalidate the effectiveness of any notice sent by WHMCS to the contact information previously supplied by You.

 9.13 Export Controls.

The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping, to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement. You specifically agree that You shall not, directly or indirectly, supply or permit any other party to supply the Software to any individual or organization located in, or ordinarily resident in, any country or region that is the subject of comprehensive trade sanctions or embargoes administered by the United States, the United Kingdom, the European Union or the United Nations, or to any individual or organization that is the subject of applicable sanctions, including any party listed on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other applicable restricted-party or denied-party list, or that is otherwise the subject of a legal measure that provides for the blocking of property or that generally prohibits dealings with such individual or organization.

 9.14 Time-Limited Claims.

Regardless of any Applicable Law to the contrary, You agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.

 

10. WHMCS Nova Module and Artificial Intelligence Features.

 

10.1 Scope and Precedence.

This Section 10 applies in addition to the remainder of this Agreement whenever You access or use the WHMCS Nova Module (“WHMCS Nova”) or any other AI Features. In the event of any conflict between this Section 10 and the other provisions of this Agreement with respect to the AI Features, this Section 10 shall prevail. WHMCS remains the licensor and Your contractual counterparty in respect of the AI Features, notwithstanding that the underlying functionality may be provided through WebPros Group companies (including WebPros International GmbH) and third-party providers.

 10.2 Description of the AI Features.

WHMCS Nova is an AI-based, prompt-driven module that enables You to generate, modify and refactor source code for web applications, websites and website components, and to generate images, by means of natural-language prompts, as integrated within or in connection with the Software. The AI Features are provided as an online service only; You do not receive access to the underlying infrastructure, foundation models or training data. Any use of the AI Features beyond the purposes described in this Agreement or the applicable documentation is prohibited and unlicensed.

 10.3 Reliance on Third-Party Models.

The AI Features rely on certain third-party general-purpose AI models / Large Language Models. Depending on the specific functionality, these currently include models provided by Anthropic (Claude), Google (Gemini) and OpenAI. WHMCS may add, replace, modify or discontinue the LLMs used at any time in order to add, improve, expand, repair or maintain the AI Features. WHMCS remains the contractual service provider towards You; however, any change to, or outage of, an underlying LLM may cause the AI Features to be temporarily or permanently unavailable. By using the AI Features, You acknowledge and accept this risk and agree not to make any claim against WHMCS for damages resulting from changes to, or the unavailability of, the underlying LLMs.

 10.4 Nature and Accuracy of Output.

The use of AI systems and LLMs may result in errors, distortions, inaccuracies or outdated information. WHMCS does not warrant the accuracy, objectivity, completeness or impartiality of any Output, which is probabilistic in nature and does not constitute professional advice. You are solely responsible for critically reviewing, testing, validating and securing all Output, including any generated code, before relying on it or deploying it in a production environment. This is particularly important in order to avoid harm, including harm to life, limb or health, and You shall draw this to the attention of Your users.

 10.5 Rights in Input and Output.

Subject to mandatory third-party rights and open-source licenses, and conditional upon Your payment of all applicable fees, as between WHMCS and You all intellectual property rights in the Output (if any) vest in You. You acknowledge that Output may not be unique, novel, accurate or correct, and that the same or similar Output may be generated for other customers. You are responsible for ensuring that You are entitled to use any Input You submit, and WHMCS does not check the permissibility of the Input or other data transmitted by You.

 10.6 Input Handling; No Training.

Input may be stored and processed by WHMCS and its providers in order to provide the AI Features and for security, compliance, statistical or auditing purposes. Input will not be used to train the underlying LLMs unless otherwise expressly agreed. WHMCS Nova is not designed to process personal data, confidential information or trade secrets, and You shall refrain from including such data in any Input unless expressly and lawfully permitted. In Your own terms towards Your end-customers, You shall ensure that they use the AI Features only for legitimate purposes and in accordance with any applicable acceptable use policy.

 10.7 Acceptable Use of the AI Features.

Your use of the AI Features is subject to this Agreement and to any acceptable use policy that WHMCS may apply. You shall not use, and shall not permit any third party to use, the AI Features to generate unlawful, infringing, deceptive, harmful or malicious content or code. Where WHMCS determines that any Output or use does not comply with this Agreement or an applicable acceptable use policy, WHMCS may, in its sole discretion, remove Output, delete affected websites or code, suspend or terminate access to the AI Features, or take any other action it considers appropriate to remediate the non-compliance.

 10.8 Prohibited High-Risk Uses.

You shall not use, and shall not permit any third party to use, the AI Features, including any models, prompts, integrations, Output or APIs, for any purpose that constitutes a high-risk use within the meaning of the AI Act, in particular under Article 6 in conjunction with Annex III. The AI Features are intended for use in a non-regulated, low-risk business environment and are not designed, trained, validated, certified or intended for use as, or in connection with, high-risk AI systems. Without limitation, You shall not use the AI Features or Output in connection with: (a) biometric identification or categorization of natural persons; (b) employment-related decision-making, including recruitment, screening, evaluation, promotion, termination or workforce management; (c) eligibility assessments for essential private or public services, including credit scoring, lending, insurance underwriting, housing, social benefits or educational admissions; (d) medical or healthcare use cases, including diagnosis, treatment, clinical recommendations or triage; (e) law enforcement, border control, migration or asylum contexts; or (f) judicial, quasi-judicial or democratic processes, including influencing electoral behaviour or the exercise of fundamental rights. Any such use is strictly prohibited and excluded from the scope of this Agreement.

 10.9 Deployer Responsibility.

You act as the sole deployer of the AI Features within the meaning of the AI Act and bear exclusive responsibility for determining the suitability, legality and regulatory classification of Your specific use cases and for complying with all Applicable Laws relating to artificial intelligence. WHMCS makes no representation or warranty, express or implied, that the AI Features or any Output are compliant with, or suitable for, any particular purpose.

 10.10 Technical Requirements.

Access to the AI Features requires a valid and active WHMCS license and login, an internet connection of adequate bandwidth and stability, and a current, standard internet browser. The provision and maintenance of internet access and end-user equipment are Your sole responsibility. WHMCS assumes no warranty or liability for any lack of functionality or availability of the AI Features that results from inadequate or unmet technical requirements on Your side (for example, insufficient bandwidth or an outdated browser version).

 10.11 Indemnification for AI Features.

In addition to Section 8, You shall indemnify, defend and hold harmless the WHMCS Parties from and against any and all claims, demands, damages, losses, liabilities, administrative fines, regulatory penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Your use of the AI Features in violation of this Agreement; (b) any deployment of the AI Features as, or in connection with, a high-risk AI system under the AI Act; (c) any failure by You to comply with applicable AI-related laws, regulations or regulatory obligations; or (d) any claim that Your Input or Output infringes the rights of any third party, or that any Output is erroneous, dysfunctional or not fit for a particular purpose.

 10.12 EU AI Act Transparency.

The AI Features constitute an artificial intelligence system within the meaning of the AI Act and are currently classified as a limited-risk AI system. In accordance with Article 50 of the AI Act, You and Your users acknowledge that You are interacting with an AI system and that Output is generated by AI and may contain inaccuracies, vulnerabilities or outdated information. WHMCS implements reasonable technical and organisational measures aligned with applicable requirements for AI systems under the AI Act, including AI governance, logging and input/output monitoring, and may follow applicable Codes of Practice issued by the European AI Office for general-purpose AI where relevant.

 10.13 Material Breach; Suspension.

Any breach of this Section 10 shall constitute a material breach of this Agreement and entitles WHMCS to suspend or terminate Your access to the AI Features immediately, without liability and without refund, in addition to any other rights or remedies available to WHMCS under this Agreement or at law.

 

Last Updated: 20 June 2026

Terms of Service

IMPORTANT — PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU USE THE WEBSITE OR ATTEMPT TO ACCESS ANY SERVICES. BY ACCESSING THE WEBSITE OR BY UTILISING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

These terms (the “Terms of Service“) apply to your use of www.whmcs.com (the “Website“) and any purchase or use by you of any software, products or services that may be made available to you through it (collectively, the “Services“).

The Website is a site operated by WHMCS Limited (“WHMCS“). WHMCS is registered in England and Wales under company number 06265962 and have WHMCS’ registered office at
13th Floor, One Angel Court,
London, EC2R 7HJ,
United Kingdom.
WHMCS’ VAT number is GB 927 774 676.

WHMCS reserves the right to amend or update these Terms of Service at any time, with or without notice. Such changes shall take effect immediately and shall apply to all subsequent use by you of the Website or Services. Every time you wish to use the Website, please check these terms to ensure you understand the terms that apply at that time. 

Contents

• Introduction
• Other terms that may apply to you
  • Privacy Policy
  • EULA
  • Accessing the Website
  • Accounts and Passwords
• Service Provision and End User License Agreement
  • Renewals & Payments
  • Delivery
  • 30 Day Money Back Guarantee
  • Cancellations & Refunds Policy
  • License Transfer Policy
• Intellectual property rights
• Trademarks
• No reliance on information
• Limitation of WHMCS’ liability
• WHMCS is not responsible for websites WHMCS links to
• Viruses
• Linking to the Website
• General clauses
• Notices & Contact Information
• Applicable law and jurisdiction

Other terms that may apply to you

Privacy Policy

WHMCS processes information in accordance with its Privacy Policy which is incorporated into these Terms of Services. By using WHMCS, you agree that WHMCS can use such data in accordance with its Privacy Policy and you warrant that all data provided by you is true, correct and accurate. WHMCS’ Website also uses cookies or similar technologies which WHMCS tell you more about in the Privacy Policy. You may set your browser and your mobile settings to block cookies and local storage devices, but if you do so, you may not be able to access all of the features that WHMCS offers.

For the purposes of the General Data Protection Regulation (“GDPR”), WHMCS shall use its reasonable endeavours to provide you with the operational tools to enable you to fulfil your requirements under the GDPR and address any requests made by your customers in respect of their individual rights. WHMCS makes no guarantee in this respect and it is your responsibility to inform WHMCS of any tools it may need to comply with its obligations under the GDPR.

EULA

You agree that the WHMCS Software (the “Software“) is supplied by WHMCS, and is licensed, not sold, under the terms of its End User Licence Agreement (“EULA“) and that the EULA will govern all use of the Software by you. You accept that you have no right to use the Software without agreeing to the terms of the EULA in full.

A Software licence offered to you via the Website may be a ‘Leased Software Licence’ or an ‘Owned Software License’. The licence’s type will affect your rights under it. A licence’s type will be clearly labelled at the point of purchase.

License holders are not permitted to “borrow”, “lend”, “sell” or in any other way transfer licenses or use of the Software to any third parties. Any breach by you of this term of the Terms of Service shall cause all use by you of the Software to be revoked and terminated immediately and without WHMCS incurring any liability.

The EULA Agreement is included in the WHMCS download package. By installing, copying, or otherwise using WHMCS, you agree to be bound by the terms of the EULA.

WHMCS reserves the right to refuse service to any individual or organisation at its discretion. WHMCS reserves all rights in, and all ownership of the Software.

Accessing the Website

WHMCS does not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. WHMCS may suspend, withdraw, discontinue or change all or any part of the Website for business and operational reasons. WHMCS will try to give you reasonable notice of any suspension or withdrawal. WHMCS will not be liable to you if for any reason the Website is unavailable at any time or for any period.

Accounts and Passwords

If you choose, or you are provided with, any form of user identification code, password or any other piece of information as part of WHMCS’ security procedures, you must treat such information as confidential. You must not disclose it to any third party.

WHMCS reserve the right to disable any user identification code or password, whether chosen by you or allocated by WHMCS, at any time, if in WHMCS’ reasonable opinion you have failed to comply with any of the provisions of these Terms of Service.

If you know or suspect that anyone other than you knows your user identification code or password, you must notify WHMCS immediately at [email protected]

Service Provision and End User License Agreement

Renewals & Payments

Payments made in respect of the Software are accepted via PayPal, Credit Card, Wire Transfer and other selected means at WHMCS’ sole discretion. Software licences automatically renew at the conclusion of each month until cancelled. Payment is due on the anniversary of the date of signup each month. If payment is not received within 5 days of the due date, WHMCS will suspend the license until full payment is received and reserves the right to suspend any and all related services for the account in question.

For all other Services, payments shall be due in advance of any work commencing. WHMCS reserves the right to invoice for Services in installments, with payment being split into multiple payments, including without limitation arrangements whereby 50% of the price is paid prior to any work commencing, and the remainder is invoiced upon completion.

Should WHMCS receive a chargeback or dispute relating to a payment you have made, or should your payment be identified as fraudulent or otherwise unlawful, irregular or contrary to this Terms of Service or the EULA, the related licence and services will be suspended and you will be liable to repay the relevant amount plus any fees incurred. WHMCS also reserves the right to revoke any and all Services until such time as any disputed amounts plus any fees and charges incurred (including for the avoidance of doubt, any relevant payment processing fees) have been repaid.

Delivery

All licenses shall be issued instantly upon WHMCS receiving to its satisfaction confirmation of receipt of payment from the chosen gateway processor.

WHMCS’ professional services typically take 1-2 business days to be completed, but this is not a guaranteed completion time, and at peak times such as new releases, they may take longer.

30 Day Money Back Guarantee

In the unlikely event that you are not completely satisfied with WHMCS’ Software, WHMCS is, subject to the terms of this clause, happy to provide you with a full refund for the cost of your licence. To claim a refund under this money back guarantee you must submit a cancellation request from WHMCS’ members area within 30 days of the original purchase date stating why the Software was not to your satisfaction.

The Money Back Guarantee applies to new clients only, and applies to license & addon related charges only. Services that have commenced or completed, or are provided by third parties are not eligible for refund. A new client is determined by both the registered client information and the domain that the WHMCS license is installed on, thus if there is a record of WHMCS having been used in the past by either the same company or person, or on the same domain, then you will not be eligible for refund under WHMCS’ Money Back Guarantee.

If WHMCS offer products and services that are provided by third parties, those products and/or services will be subject to the policies of the third party provider regardless of whether those products and/or services appear to be provided by us.

Cancellations & Refunds Policy

Leased Software Licences may be cancelled at any time. No notice period is required, and cancellation shall be effective from the date the cancellation request is made or processed. Requests for cancellation should be submitted from WHMCS’ members area.

Any monies paid for Leased Software Licence renewals prior to a cancellation request being submitted are non-refundable. The same applies to any Services; once a Service has been started, any fees paid in respect of that Service shall be non-refundable.

WHMCS reserves the right to cancel Services and access to the Service at any time. If a customer breaks the terms of the EULA or Terms of Service, a refund will not be available.

Outside the 30 Day Money Back Guarantee period, refunds are only issued for Software failure (where the Software materially fails to perform in accordance with its specification). Refunds are not issued for server failure/issues, lack of features, lack of technical sophistication or if your server does not meet the Software requirements. Refunds are determined on a case by case basis and only issued once WHMCS’ technical staff determine that WHMCS has a fault causing it to be unable to operate in your environment. Installation charges are not refundable under any circumstances. Refunds are not available after one (1) month from the purchase date.

License Transfer Policy

WHMCS licenses, of any origin, may not be re-sold or transferred. Addons may be transferred between licenses within your own client account but not re-sold or transferred to other accounts.

Intellectual property rights

WHMCS is the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from WHMCS’ Website for your personal use and you may draw the attention of others within your organisation to content posted on WHMCS’ Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

WHMCS’ status (and that of any identified contributors) as the authors of content on WHMCS’ Website must always be acknowledged.

You must not use any part of the content on WHMCS’ Website for commercial purposes without obtaining a licence to do so from us or WHMCS’ licensors.

If you print off, copy or download any part of WHMCS’ Website in breach of these terms of use, your right to use the Website will cease immediately and you must, at WHMCS’ option, return or destroy any copies of the materials you have made.

Trademarks

The Website and the Software contain references to many companies that the Software is integrated with for payments and other related services. WHMCS and the WHMCS logo are trademarks of WHMCS. Registered in Great Britain and Northern Ireland. All rights reserved. All other trademarks are the property of their respective owners.

No reliance on information

The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

Although WHMCS make reasonable efforts to update the information on the Website, WHMCS makes no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date.

Limitation of WHMCS’ liability

Nothing in these terms of use excludes or limits WHMCS’ liability for death or personal injury arising from WHMCS’ negligence, or WHMCS’ fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, WHMCS exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.

WHMCS will not be liable to any user of the Website for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, the Website; or
• use of or reliance on any content displayed on the Website.
• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

WHMCS is not responsible for websites WHMCS links to

WHMCS assume no responsibility for the content of websites linked to from the Website. Such links should not be interpreted as endorsement by us of those linked websites. WHMCS will not be liable for any loss or damage that may arise from your use of them.

Viruses

WHMCS do not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

WHMCS will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. WHMCS will report any such breach to the relevant law enforcement authorities and WHMCS will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

Linking to the Website

You may link to the home page of the Website, provided you do so in a way that is fair and legal and does not damage WHMCS’ reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on WHMCS’ part where none exists.

You must not establish a link to the Website in any website that is not owned by you.

The Website must not be framed on any other site.

WHMCS reserve the right to withdraw linking permission without notice.

General clauses

No failure or delay by WHMCS in exercising any of its rights under these Terms of Service shall be deemed to be a waiver of that right.

No person who is not a party to these Terms of Service has any right to rely upon or enforce any of the Terms of Service.

Each of the paragraphs of these Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Notices & Contact Information

If you have questions or concerns about any of the terms in this agreement, or about how your information is handled, please direct your inquiry to WHMCS as set forth below.

WHMCS Limited C/O TMF Group
13th Floor, One Angel Court
London, EC2R 7HJ
United Kingdom
E-Mail: [email protected]

Applicable law and jurisdiction

Please note that these Terms of Service, its subject matter and its formation, are governed by English law. You and WHMCS both agree to that the courts of England and Wales will have exclusive jurisdiction.

Last Updated: 25th September 2020

WebPros Privacy Policy

v.17 – Updated August 28th, 2026

1. General Note

This Privacy Policy is aimed at worldwide users of WebPros websites and other online services (collectively the “Offerings”). To ensure a proper and secure handling of personal data handed over to us, WebPros has decided to make the principles of the EU General Data Protection Regulation (GDPR) applicable to all its global entities as a common standard in addition to local privacy laws in effect. For Europe, both the provisions of the GDPR and the provisions of the Swiss Data Protection Act (DSG) apply, and the UK General Data Protection Regulation applies in respect of WHMCS Ltd. In the USA, the applicable privacy regulations per state apply. If your locally applicable data protection law grants you a level of data protection that exceeds that of the GDPR, this stricter level will also apply in the relationship between you and WebPros. However, the level of data protection provided by the GDPR will never be undercut.

Insofar as the terms of the GDPR are used (for example “processing” or “personal data”), these are to be understood as having the same meaning in the sense of the Swiss DSG and of your local data protection laws, insofar as this is objectively possible.

The aim of this Privacy Policy is to ensure the protection of your personal data in accordance with the fundamental requirements of the GDPR and the Swiss DSG.

The provision of your personal data is generally voluntary. Where the provision of personal data is required in order to enter into or perform a contract with us, or is required by law, we will indicate this at the point of collection. If you do not provide the data required for those purposes, we may be unable to provide the requested Offering.

2. Scope, Covered Offerings and Controllers

This Privacy Policy applies to the websites, web shops, documentation portals, support portals, community forums, training platforms, feature request boards, developer portals, marketplaces, partner portals and account and sign-on systems operated by the WebPros group under the Plesk, cPanel and WHM, WHMCS, SocialBee, Comet Backup, XOVI and WebPros brands, including their respective subdomains.

The controller for the processing described in this Privacy Policy is the WebPros group entity that operates the relevant Offering, together with WebPros International GmbH, Vordergasse 59, 8200 Schaffhausen, Switzerland, as the entity to which the group has centrally assigned the fulfillment of data subject rights. In particular, and without limitation, Comet Licensing Ltd. is the operating entity for Comet Backup, WHMCS Ltd. is the operating entity for WHMCS, SocialBee LABS SRL is the operating entity for SocialBee, WebPros Germany GmbH is the operating entity for XOVI, WebPros International GmbH is the operating entity for Plesk and WebPros International L.L.C. for cPanel and WHM. Section 4 of this Privacy Policy describes the joint processing arrangements within the group. You may address any request to [email protected] and it will be routed internally to the responsible entity.

Where an Offering is provided to you by a hosting provider, reseller, managed service provider or other WebPros partner, that partner acts as an independent controller in respect of its own customer relationship with you and applies its own privacy notice. Where we process personal data contained in your customer or end user environments on behalf of such a partner or on behalf of a business customer, we act as a processor and the applicable data processing agreement governs that processing.

Our current list of sub-processors, including the WebPros brands to which each sub-processor is allocated, is published in the legal section of www.webpros.com.

3. Third Country Transfer

Data processing also includes disclosure by transmission to third parties and, where applicable, to so-called third countries outside the European Union (“EU”) and the European Economic Area (“EEA”). Where we transfer data to countries outside the EU or the EEA, we have labeled this below. In the case of data transfer within our group of undertakings, there are generally adequacy decisions by the European Commission pursuant to Art. 45 para. 3 GDPR for the countries in which our group company is located, namely Switzerland, Japan, the United Kingdom, New Zealand and Canada. In the case of data transfer to our group company based in the USA, such company is certified under Data Privacy Framework standards, a data processing agreement is in place and there are corresponding EU standard contractual clauses. For our group company based in India, transfers are safeguarded by the EU standard contractual clauses pursuant to Art. 46 para. 2 lit. c) GDPR together with supplementary technical and organizational measures.

Where we rely on standard contractual clauses and as legally required, we have carried out and documented a transfer impact assessment and we implement supplementary measures such as encryption in transit and at rest, access restriction on a need to know basis, and a documented policy for handling government access requests.

3.1 Supplementary in accordance with Swiss data protection law

For subjects resident in Switzerland, and insofar as the DSG applies, we comply with the requirements of Art. 16 et seq. DSG. Personal data is only transferred abroad if the country in question has an adequate level of data protection (for example the EU Member States, the United Kingdom, Japan, Canada, New Zealand and the USA for certain areas in accordance with the Swiss-U.S. Data Privacy Framework) or appropriate safeguards are in place to protect the data, for example by concluding standard data protection clauses, contractual agreements or other suitable protective measures.

Unless an adequacy decision or appropriate safeguards are in place, data will only be transferred in exceptional cases, for example if it is necessary to fulfill a contract or if you have given your express consent.

3.2 Supplementary in accordance with data protection laws in the United States

WebPros complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. WebPros has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. WebPros has further certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this Privacy Policy and the EU-U.S. DPF Principles or the Swiss-U.S. DPF Principles, these DPF Principles shall govern. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

With respect to personal data received or transferred pursuant to the DPF program, WebPros International L.L.C. is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission.

Pursuant to the DPF program, EU, UK and Swiss individuals have the right to obtain our confirmation of whether we maintain personal information relating to them in the United States. Upon request, WebPros will provide you with access to the personal information that is held about you. You may also correct, amend or delete the personal information held about you. An individual who seeks access, or who seeks to correct, amend or delete inaccurate data transferred to the United States under the DPF program, should direct their query to [email protected]. If requested to remove data, we will respond within a reasonable timeframe, respecting the given legal boundaries.

Before sharing your data with third parties other than our agents, or before using it for a purpose other than the one for which it was originally collected or subsequently authorized, WebPros requires your individual and informed consent, which can be obtained via the consent management platform used by WebPros. To request to limit the use and disclosure of your personal information, please submit a written request to [email protected].

In certain situations, we may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. Each such request is evaluated and assessed by the WebPros Legal Department prior to making a decision about any data release. WebPros will only provide requested data if it is legally obligated to do so.

Our accountability for personal data that we receive in the United States under the DPF program and subsequently transfer to a third party is described in the DPF program principles. The categories of third parties that could be involved in the transfer or processing of your data can be viewed in section 13 of this Privacy Policy. These include, without limitation, online advertising and retargeting providers, website visitor analytics providers, session and interaction analytics providers, marketing automation and customer relationship management providers, company identification and sales intent data providers, payment and subscription billing providers, support and community platform providers, and cloud infrastructure providers. Each third party which is entrusted with personal data is bound by a data processing agreement in accordance with the data protection laws in effect. In particular, we remain responsible and liable under the DPF program Principles if third party agents we engage to process personal data on our behalf do so in a manner inconsistent with the principles, unless we prove that we are not responsible for the event giving rise to the damage.

In compliance with the DPF principles, we commit to resolve complaints about your privacy and our collection or use of your personal information transferred to the United States pursuant to the DPF program. European Union, United Kingdom and Swiss individuals with DPF program inquiries or complaints should first contact us by email at [email protected] or via post at:

WebPros International, LLC

1100 W 23rd St

Suite 153

Houston TX, 77008

[email protected]

We have further committed to refer unresolved privacy complaints under the DPF program Principles to an independent dispute resolution mechanism, Better Business Bureau (“BBB”) National Programs. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://bbbprograms.org/programs/all-programs/dpf-consumers/ProcessForConsumers for more information and to file a complaint. This service is provided free of charge to you.

If your complaint cannot be resolved through the above channels, under certain conditions you may invoke binding arbitration for some residual claims not resolved by other redress mechanisms. See https://www.dataprivacyframework.gov/framework-article/ANNEX-I-introduction.

4. Joint Data Processing within the WebPros Group

4.1 Joint Data Processing

As part of our business operations and the use of our websites, we work closely within the WebPros group and jointly process certain personal data. The goal is to make our internal processes, IT systems and administration efficient and secure. This may require us to share data within the WebPros group or process it in systems that we operate jointly, including the group wide customer relationship management platform, the group wide consent management platform, the group wide analytics and marketing measurement infrastructure, and the group wide single sign-on and account systems.

The following entities belong to the WebPros group of companies:

– WebPros International GmbH, Vordergasse 59, 8200 Schaffhausen / Switzerland

– WebPros Germany GmbH, Hohenzollernring 72, 50672 Cologne / Germany

– WebPros International L.L.C., 1100 W 23rd St, Houston, TX 77008 / USA

– WebPros Spain S.L.U., Carrer d’Aragó, 182, Àtic, 08011 Barcelona / Spain

– WebPros Bulgaria EOOD, ul. “San Stefano” 22, 1504 Sofia / Bulgaria

– WebPros Japan K.K., G1 Bldg. 7F-1221, 1-3-3 Ginza, Chuo-ku, Tokyo 104-0061 / Japan

– WebPros (India) Pvt. Ltd., B 205, Bldg-42, B-Wing, Azad Nagar Sangam CHS, Andheri, Mumbai 400053, Maharashtra / India

– Canada WebPros International, Ltd., 1055 Dunsmuir Street, Suite 3000, Vancouver, BC V7X 1K8 / Canada

– SocialBee LABS SRL, Poet Grigore Alexandrescu Str, No 51, 400560, Cluj-Napoca / Romania

– Comet Licensing Ltd., 1/52 Acheron Drive, Upper Riccarton, Christchurch 8041 / New Zealand

– WHMCS Ltd., c/o TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ / United Kingdom

For data subjects from the EU, this joint data processing is based on our legitimate interest in accordance with Art. 6 para. 1 lit. f) GDPR in a well functioning corporate organization and IT infrastructure.

For persons from Switzerland, processing is also based on our overriding interest in accordance with Art. 31 para. 1 DSG in order to enable secure and efficient cooperation within the WebPros group.

To ensure data protection is maintained, we have established binding agreements within the WebPros group that specify which company assumes which tasks and responsibilities, including a joint controllership arrangement pursuant to Art. 26 GDPR in respect of the group wide marketing, analytics and account systems. The essence of that arrangement is available on request. If you have any questions or wish to exercise your rights, the WebPros company you first contacted is usually your point of contact, and you may in any event exercise your rights against any of the joint controllers.

4.2 Contact

We have also internally assigned the fulfillment of data subject rights to WebPros International GmbH, Switzerland. You can contact the following point of contact at any time with inquiries or to exercise your data subject rights, and they will forward your request for processing internally:

WebPros International GmbH

Vordergasse 59

8200 Schaffhausen / Switzerland

Email: [email protected]

4.3 Contact details of the data protection officer

The data protection officer of WebPros International GmbH can be reached at [email protected] or by post at the address stated in section 4.2 marked to the attention of the Data Protection Officer.

5. Data Processing on our Websites and Online Services

The individual data affected by the processing described in this Privacy Policy, the processing purposes, the legal bases, the recipients and, where applicable, transfers to third countries are listed below.

5.1 Contacting WebPros

When you contact us, we process the data you provide to us, for example your name, your contact details (if provided), the company you state you act for, and your message, in order to handle your request. The processing is based on our contractual or pre-contractual obligations (Art. 6 para. 1 lit. b) GDPR) or because we have a legitimate interest in responding to your inquiry (Art. 6 para. 1 lit. f) GDPR). Under Swiss data protection law, we rely on our overriding interest in communicating with you and handling your request (Art. 31 para. 1 DSG). Contact and demo request forms on our websites are provided through our customer relationship management platform HubSpot, and the data submitted is stored in that platform as described in section 5.16.

5.2 Contact in case of Job Applications

If you send us your application, for example by email, via a contact form or via our applicant tracking system, we will process the data you provide (such as name, email address, desired location) as well as your message and application documents solely for the purpose of processing your application. Our careers portal and applicant tracking system is operated on our behalf by a human resources information system (HRIS) provider acting as our processor. Application data is hosted in the United States and the transfer is safeguarded by the EU standard contractual clauses pursuant to Art. 46 para. 2 lit. c) GDPR and, where applicable, by the provider certification under the EU-U.S. Data Privacy Framework.

For companies based in the EU, data processing is carried out on the basis of Art. 6 para. 1 lit. b) GDPR, with Sec. 26 BDSG (decision on an employment relationship) taking precedence in Germany. If further processing is required after the procedure is completed for legal prosecution, we base this on Art. 6 para. 1 lit. f) GDPR (legitimate interests).

For applications in Switzerland, Art. 328b of the Swiss Code of Obligations applies. According to this provision, data may be processed as far as it concerns suitability for the employment relationship or is necessary for the execution of the employment contract.

Your application data will be stored for the duration of the application process. After the procedure is completed, we will delete your data within 6 months, unless there are legal retention obligations, consent for longer storage (for example for an applicant pool), or unless further retention is required to protect legitimate interests, for example to defend against claims.

We do not use automated decision making or automated scoring of candidates within the meaning of Art. 22 GDPR in our recruitment process, and we do not use emotion recognition or biometric categorization tools in recruitment.

5.3 Contract fulfillment and data management in the context of service provision

For the establishment, execution and processing of contracts, we process the necessary data (for example name, contact details, address, email address, phone number, access data, license and subscription data) as well as all information required for fulfilling the contract.

The processing is carried out, where applicable, in accordance with Art. 6 para. 1 lit. b) and lit. c) GDPR and the corresponding provisions of the Swiss DSG for contract fulfillment and compliance with legal obligations.

If necessary for contract processing, we transmit data to third parties, for example to supervisory authorities for correspondence or to enforce your rights. Additionally, data may be shared with our affiliated companies within the scope of order processing if they are involved in service provision.

We are subject to export control, sanctions and anti money laundering obligations. We therefore screen customer, partner and beneficial owner data against applicable sanctions and denied party lists using the Compliance Screening service of AEB SE, Stuttgart, Germany, acting as our processor. The legal basis is Art. 6 para. 1 lit. c) GDPR in conjunction with the applicable export control and sanctions regulations and, where no legal obligation applies to the relevant entity, Art. 6 para. 1 lit. f) GDPR. Under Swiss law, we rely on Art. 31 para. 1 DSG. A positive screening result is always reviewed by a human before any decision is taken.

5.4 Ordering, Payment and Subscription Billing

When you place an order in one of our web shops or client areas, for example at store.cpanel.net, in the Plesk online store, at whmcs.com in the client area, at marketplace.whmcs.com, in app.socialbee.com or at account.cometbackup.com, we process your order data, billing and address data, tax identification data, subscription and renewal data, and the transaction reference issued by the payment provider.

Part of our online sales is processed through a reseller of record acting as merchant in its own name, in particular Cleverbridge AG for parts of the Plesk product range. In that case the reseller of record is the seller and an independent controller for the payment transaction, and it applies its own privacy notice. In all other cases, payment is processed by specialized payment service providers acting either as independent controllers or as our processors. Full payment card numbers are entered directly with the payment service provider and are not stored by WebPros. Where we operate an affiliate or partner payout, payout data may be processed by a payment provider such as PayPal or Stripe.

The legal basis is Art. 6 para. 1 lit. b) GDPR for the performance of the contract, Art. 6 para. 1 lit. c) GDPR for statutory retention, invoicing and tax obligations, and Art. 6 para. 1 lit. f) GDPR for fraud prevention and chargeback defense. Under Swiss law we rely on Art. 31 para. 1 DSG. Invoicing and accounting data is retained for the statutory retention periods, which are up to 10 years in Switzerland and in Germany.

5.5 Customer, Partner and Reseller Accounts and Single Sign-On

Several of our Offerings require an account. This includes, but is not limited to Plesk 360 and WebPros Platform 360, the WebPros Account single sign-on used for signup and login at Comet Backup, SocialBee, the cPanel store and license management systems, the WHMCS client area, marketplace and license verification, including its vendor wallet and deposit functions.

For these accounts we process registration data, authentication data including hashed credentials and, where enabled, second factor data, login and session metadata including IP address and device information, entitlement and license data, support entitlements, and, in the case of partner and vendor accounts, company, tax and payout data. Where the account is used across several of our brands through single sign-on, the account data is processed jointly within the WebPros group as described in section 4.

The legal basis is Art. 6 para. 1 lit. b) GDPR for providing the account and the associated services, Art. 6 para. 1 lit. f) GDPR for account security, abuse prevention and license enforcement, and Art. 6 para. 1 lit. c) GDPR where a legal obligation applies. Under Swiss law we rely on Art. 31 para. 1 DSG. Login and security logs are retained for up to 12 months unless a longer retention is required to investigate a specific security incident or to pursue or defend legal claims.

5.6 Support Portals, Knowledge Bases and Community Forums

Our support portals and knowledge bases, including support.plesk.com, support.cpanel.net, help.socialbee.com, support.cometbackup.com, support.webpros.com and help.university.plesk.com, are operated using Zendesk. Zendesk Inc. acts as our processor and is included in our list of sub-processors. We process the data you submit in a ticket, including your name, email address, the affected environment, the technical logs and attachments you provide, and the content of the correspondence. Legacy ticketing systems remain available at tickets.cpanel.net for historical tickets.

Our community platforms include talk.plesk.com, which is operated on the XenForo forum software, the community area of support.cpanel.net, which is operated using Zendesk community functionality, and the WHMCS community forum. Please note that content you post in a community platform, including your chosen user name, your public profile, your avatar, your signature and your posts, is publicly visible and may be indexed by search engines. Please do not post personal data or confidential information in a public community platform. The forum software uses cookies and, for the prevention of automated abuse, a captcha service. Public member directories and online user lists may be available on the forum.

The legal basis for support processing is Art. 6 para. 1 lit. b) GDPR where support forms part of a contracted service, and Art. 6 para. 1 lit. f) GDPR for the operation, moderation and security of the support and community platforms. Publication of your community content is based on Art. 6 para. 1 lit. a) GDPR, since you decide voluntarily to publish it, and on Art. 6 para. 1 lit. f) GDPR for the continued operation of an archive of technical discussions. Under Swiss law we rely on Art. 31 para. 1 DSG. Support tickets are retained for up to 36 months after closure. Community content is retained for as long as the community platform is operated, and on deletion of your account we will anonymize your posts rather than remove technical content on which other users rely, unless you require erasure of the content itself and no overriding interest opposes this.

Where our support platforms use an AI assistant to triage or answer requests, the provisions of section 9 apply in addition.

5.7 Training, Certification and Learning Platforms

We operate learning and certification platforms at university.plesk.com and university.cpanel.net. For these we process your registration data, your course progress, your examination results and your certification status. Please note that these platforms may display partner leaderboards and certification directories in which your name, your company and your ranking are publicly visible. Where such publication takes place, it is based on your consent pursuant to Art. 6 para. 1 lit. a) GDPR, which you may withdraw at any time by contacting [email protected], or on the partner agreement pursuant to Art. 6 para. 1 lit. b) GDPR. Course and certification records are retained for the validity period of the certification and for a further 3 years thereafter in order to be able to evidence the certification.

5.8 Affiliate, Referral and Partner Programs

We operate affiliate and referral programs for several of our brands using specialized affiliate platforms acting as our processors, in particular PartnerStack for Plesk and SocialBee and FirstPromoter for WHMCS and Comet Backup. If you join an affiliate program, we process your registration and identification data, your payout data, and the referral and conversion data generated by your referral links. If you visit our websites through an affiliate link, a referral cookie or comparable identifier is set for a limited period, typically 90 days, in order to attribute a subsequent purchase to the referring affiliate.

The legal basis for the operation of the affiliate account and payout is Art. 6 para. 1 lit. b) GDPR and, for statutory retention, Art. 6 para. 1 lit. c) GDPR. The setting of the referral identifier requires your consent pursuant to Sec. 25 para. 1 TDDDG, Art. 45c FMG or the equivalent national provision implementing Directive 2002/58/EC, and the subsequent attribution analysis is based on Art. 6 para. 1 lit. f) GDPR. Under Swiss law we rely on Art. 31 para. 1 DSG.

5.9 Webinars, Events and Online Meetings

For webinars and online events we use a webinar platform acting as our processor, in particular Livestorm for SocialBee and Comet Backup events. For scheduling meetings and demonstrations we use the meeting scheduling functionality of our customer relationship management platform HubSpot, including on the subdomains page.plesk.com and page.cometbackup.com. We process your registration data, your attendance data, the questions you ask, and where a session is recorded and you have been informed accordingly, the recording.

The legal basis is Art. 6 para. 1 lit. b) GDPR for organizing and providing the event you registered for, Art. 6 para. 1 lit. a) GDPR for any recording that is not necessary to provide the event and for any subsequent marketing use, and Art. 6 para. 1 lit. f) GDPR for the evaluation of attendance and engagement. Under Swiss law we rely on Art. 31 para. 1 DSG. Recording of a session is always announced at the start of the session and you may choose not to activate your camera or microphone.

5.10 Feature Request Boards, Surveys, Reviews and On-Site Messaging

We operate public feature request and roadmap boards, including at features.plesk.com and features.cpanel.net, on a third party platform acting as our processor. Content you post there, including your name or user name and your request, is publicly visible together with the votes it receives. We also conduct customer surveys using survey platforms acting as our processors, and we operate on-site messaging, notification bar and pop-up tools on certain websites, in particular on whmcs.com and marketplace.whmcs.com.

Our websites additionally display review badges and links to independent software review platforms such as G2, Capterra, GetApp, SourceForge and Trustpilot. Where such a badge or widget is embedded and loads content from the review platform, the review platform may receive your IP address and set its own cookies. Some of these platforms, in particular G2, additionally provide a buyer intent measurement service which is described in section 6.

Participation in surveys and the posting of feature requests is voluntary and is based on Art. 6 para. 1 lit. a) GDPR or Art. 6 para. 1 lit. f) GDPR for the analysis of aggregated feedback. The loading of third party review widgets that set cookies or comparable identifiers is based on your consent pursuant to Art. 6 para. 1 lit. a) GDPR in conjunction with the applicable national provision implementing Directive 2002/58/EC. Under Swiss law we rely on Art. 31 para. 1 DSG.

5.11 Accessibility Tools

On some of our websites, in particular whmcs.com, we use a third party accessibility widget which allows you to adapt the presentation of the website, for example contrast, font size, keyboard navigation and screen reader optimization. If you activate a profile in the widget, the widget stores your selection in your browser or with the provider so that it can be applied on subsequent visits. Depending on the profile you select, this selection may allow inferences about a disability and therefore about health data within the meaning of Art. 9 GDPR. For this reason we process such a selection only on the basis of your explicit consent pursuant to Art. 9 para. 2 lit. a) GDPR and Art. 6 para. 1 lit. a) GDPR, and Art. 6 para. 7 DSG for Switzerland. You may withdraw your consent at any time by deactivating the profile in the widget or by clearing the corresponding storage in your browser. We do not use accessibility selections for analytics, advertising, lead scoring or any of the purposes described in sections 6 and 7.

5.12 Search Functions on our Websites

Our websites and documentation portals provide search functions. Where a search function is provided by a third party search provider, for example a hosted documentation search service on docs.cometbackup.com, the search term you enter and technical metadata including your IP address are transmitted to that provider acting as our processor in order to return the search result. This transmission is necessary in order to deliver the function you have requested and is based on Art. 6 para. 1 lit. b) and lit. f) GDPR and, under Swiss law, on Art. 31 para. 1 DSG.

Separately, we analyze which search terms are entered on our websites in order to understand which information visitors are looking for, to identify gaps in our documentation and to improve our content. Where this analysis is carried out using an analytics service that sets or reads cookies or comparable identifiers on your device, or which enriches the search term with other analytics data relating to you, we carry out that analysis only if you have given the corresponding consent in our consent management platform. Where we evaluate search terms in a purely aggregated and non-identifying form, we rely on Art. 6 para. 1 lit. f) GDPR and Art. 31 para. 1 DSG. Search terms are transmitted to Google Analytics only within the scope of the consent you have given for the Analytics category.

Please do not enter personal data, credentials or confidential information into a search field. We do not use website search terms to build a profile of you by name and we do not sell search terms.

5.13 Embedded Third-Party Content and Media

Our websites, blogs, documentation and community platforms embed content hosted by third parties, in particular videos from YouTube and Vimeo, media from a content delivery network operated for the WebPros group, avatars from an avatar service, and social media embeds and share functions for platforms such as Facebook, Instagram, LinkedIn, X, TikTok, Reddit, Pinterest and YouTube. When such content is loaded, the third party provider receives your IP address and may set cookies or read information already stored on your device, and may combine this information with an existing account you hold with that provider.

For this reason, embedded third party content that is not strictly necessary is loaded only after you have given your consent in our consent management platform. The legal basis is Art. 6 para. 1 lit. a) GDPR in conjunction with the applicable national provision implementing Directive 2002/58/EC, and Art. 6 para. 6 DSG for Switzerland. We have no influence on the further processing carried out by the third party provider in its own responsibility. Please consult the privacy notice of the relevant provider for further information.

5.14 Log Files of Website Visits

We log your website visit. In doing so, we process:

– The name or names of our accessed websites

– The date and time of access

– The amount of data transferred

– The browser type and version

– The operating system you use

– The referrer URL, meaning the previously visited website

– Your IP address

– The requesting provider

– The HTTP status code and the requested resource

The legal basis for this data processing is our overriding legitimate interest in the continuous provision, stability and security of our websites in accordance with Art. 6 para. 1 lit. f) GDPR and Art. 31 para. 1 DSG. Server log files are deleted after seven days unless they are needed to prove or clarify specific legal violations that have become known within the retention period. Security and abuse logs generated by our content delivery and bot protection providers may be retained for a longer period as described in section 5.15.

Server log data is used for the operation and security of the websites. It is not used for the analytics, company identification, buying intent or advertising purposes described in sections 6 and 7.

5.15 Content Delivery, Performance Optimization and Bot Protection

We use content delivery network, web application firewall, bot management and performance optimization services in order to deliver our websites reliably and to protect them against denial of service attacks, credential stuffing, scraping and other abuse. These services necessarily process your IP address, request metadata and technical fingerprint information, and they set strictly necessary cookies. Where a caching or performance optimization service is used on a website, it may set its own cookies in order to serve the correct cached version of a page to you.

On forms, registration pages and login pages we use captcha and bot verification services, in particular Google reCAPTCHA on socialbee.io, whmcs.com and cometbackup.com and a captcha service on talk.plesk.com. These services process your IP address, your interaction with the page and technical browser and device information in order to distinguish human users from automated requests.

The legal basis is Art. 6 para. 1 lit. f) GDPR and Art. 31 para. 1 DSG, based on our legitimate interest in the availability and security of our websites and in the prevention of abuse and fraud, and Art. 6 para. 1 lit. c) GDPR insofar as we are required to implement appropriate security measures pursuant to Art. 32 GDPR. Where a captcha or performance service is not strictly necessary for the requested function, it is loaded only after consent. Security log data is retained for up to 12 months, and longer only where required to investigate a specific incident or to pursue or defend legal claims.

5.16 Newsletter, Customer Information and Marketing Communication

To keep you regularly informed about our company and our offers, we operate several email newsletters. For this purpose we process the data you provide during registration, namely your email address and any voluntary information such as your name, your company and your role.

To prevent misuse, we use the double opt-in procedure. After registration you confirm it through a confirmation email. The registration process is logged in order to prove its legality, namely the time of registration and confirmation as well as the IP address. The legal basis is your consent, for the EU pursuant to Art. 6 para. 1 lit. a) GDPR and for Switzerland pursuant to Art. 31 para. 1 DSG. The logging and the confirmation email are based on our legitimate interest in proving proper registration pursuant to Art. 6 para. 1 lit. f) GDPR and Art. 31 para. 1 DSG.

Our newsletters and marketing emails contain measurement technologies, in particular tracking pixels and individualized links, which allow us to determine whether and when an email was opened, which links were clicked, and which pages of our websites you visited afterwards. This measurement is carried out at the level of the individual recipient and is combined with the other data held about you in our customer relationship management platform, including for the purposes described in section 6. The legal basis for this measurement is your consent pursuant to Art. 6 para. 1 lit. a) GDPR, which is obtained together with the newsletter registration. You may withdraw this consent at any time with effect for the future, either by unsubscribing from the newsletter or by contacting [email protected], and you may prevent the measurement by configuring your email client not to load external images.

The data is transmitted to HubSpot, Inc. (USA) as part of order processing. HubSpot is certified under the EU-U.S. and Swiss-U.S. Data Privacy Framework, ensuring an adequate level of data protection under both EU and Swiss law. Additionally, EU standard contractual clauses are in place. European branch: HubSpot Ireland Ltd., 30 North Wall Quay, Dublin 1, Ireland.

Based on our legitimate interest in accordance with Art. 6 para. 1 lit. f) GDPR and the existing customer relationship with WebPros, customers may be provided with information relating to other WebPros products which may be of interest to them. Where a WebPros entity established in Germany sends such information, it does so only in respect of its own similar goods or services, only to a customer from whom the email address was obtained in connection with the sale of a good or service, only where the customer has not objected, and only where the customer was clearly informed at the time of collection and in each communication that they may object at any time, in accordance with Sec. 7 para. 3 of the German Act against Unfair Competition. At any time, customers have the option to opt out of the receipt of such information by using the unsubscribe option in any communication received or by contacting [email protected].

Newsletter registration and consent records are retained for the duration of the subscription and for a further 3 years after withdrawal in order to be able to evidence the lawfulness of the processing. Where you object to marketing, we retain a minimal suppression record for as long as necessary to give effect to your objection.

6. Website Analytics, Visitor Measurement and Business Intent Analysis

WebPros collects analytical data while you visit our websites and processes that analytical data for its own purposes. This section describes that processing in detail. It applies in addition to, and not instead of, the provisions on cookies and similar technologies in section 8 and the provisions on advertising in section 7.

6.1 Analytical data collected during your website visit

When you visit one of the Offerings listed in section 2, we collect and process analytical data about your visit. Depending on the Offering and on the consent you have given, this may include:

– Online identifiers, in particular cookie identifiers, client identifiers, session identifiers, device identifiers and comparable identifiers stored on or read from your terminal device

– Your IP address, and the network, host name, autonomous system and approximate geographic location derived from it

– Technical characteristics of your device and software, including browser type and version, operating system, language settings, screen resolution, device category and referrer

– Navigation and page view data, including the pages, documentation articles, pricing pages, product pages, download pages and blog articles you view, the order in which you view them, the time spent on each page, and your scroll depth

– Interaction data, including clicks, mouse movement, hovering, form field focus and abandonment, downloads, video plays, expansion of accordions and use of on-site search

– Entry and exit points, campaign parameters, referring search engines and referring third party websites, and the marketing campaign, advertisement or affiliate link through which you reached us

– Conversion and commercial events, including trial starts, license activations, cart views, checkout steps, purchases, demo requests, contact form submissions, webinar registrations and newsletter registrations

– Engagement with our marketing emails as described in section 5.16, where you have consented to that measurement

– Where you are logged in to one of our accounts or have identified yourself to us, for example by submitting a form, the association between the above analytical data and your account or contact record, including your name, email address, company and role

Where technically available, we link the analytical data collected across our own domains and subdomains, including across our marketing websites, documentation portals, support portals, web shops and account systems, so that a visit spanning several of these domains is measured as a single visit rather than as several unrelated visits.

6.2 Purposes of processing and our own use of analytical data

We process the analytical data described in section 6.1 for our own purposes and in our own responsibility as controller. The purposes are:

– Measuring reach, audience and content performance, and understanding how our Offerings are found and used

– Detecting technical errors, broken navigation paths and performance problems, and improving the stability, usability and structure of our Offerings

– Improving our documentation, knowledge base articles and product information on the basis of what visitors actually look for and read

– Measuring the effectiveness of our marketing campaigns, advertisements, affiliate placements, newsletters and events, and attributing conversions to the campaigns that produced them

– Optimizing our Offerings by testing alternative versions of pages, content and functions

– Analyzing user activity in order to determine which company or organization a visit is likely to originate from, as described in section 6.3

– Analyzing user activity in order to determine signals of purchase readiness and commercial interest, as described in section 6.4

– Prioritizing and personalizing our sales and marketing activities, including deciding which prospects our sales teams contact, in which order, with which product focus and with which message

– Producing internal business reporting, market and demand analysis, pipeline forecasting and product strategy

– Detecting and preventing abuse, fraud, license misuse and automated scraping of our Offerings

Analytical data is used by us for our own purposes as described above. We do not sell analytical data. Where analytical data is disclosed to a third party, this is done either to a processor acting on our instructions, or to an advertising partner within the scope of section 7 and only on the basis of your consent.

6.3 Identification of the acting company

Our Offerings are directed primarily at businesses, in particular at hosting providers, managed service providers, web professionals, agencies and their staff. In order to understand which businesses are interested in our products, we evaluate the analytical data described in section 6.1 with the aim of determining the company or organization on whose behalf a visitor is acting.

For this purpose we process, in particular, your IP address and the network and host information derived from it, the company domain of an email address you have provided to us, information you have provided in a form, and the pattern of pages viewed during the visit and across visits. We compare this information against commercially available business databases and network registries, in order to associate the visit with a company, an industry, a company size, a geographic market and, where available, publicly available contact information for the relevant business function. This process is commonly referred to as reverse IP lookup, company identification, firmographic enrichment or account identification.

The result of this process is an assessment at the level of the company. However, because the assessment is derived from data relating to your individual visit, and because it may be linked to your contact record where you have identified yourself to us, this processing constitutes the processing of personal data relating to you and, where the assessment is used to evaluate your behavior and interests, it constitutes profiling within the meaning of Art. 4 no. 4 GDPR.

The identification of the acting company is not always accurate. In particular, an IP address may be assigned to an internet access provider, to a mobile network, to a shared office, to a virtual private network or to a hosting provider rather than to the company you actually work for, and business databases may contain outdated information. We therefore treat the result as an indication and not as a certainty, and no measure with a legal or similarly significant effect on you is taken on the basis of this assessment.

6.4 Determination of buying intent signals and lead prioritization

We further evaluate the analytical data described in section 6.1, together with the company assessment described in section 6.3 and with the data held about you and about your company in our customer relationship management platform, in order to determine signals of purchase readiness and commercial interest. This is commonly referred to as intent data, buyer intent, engagement scoring or lead scoring.

The signals we evaluate include, in particular:

– Which product, edition, extension or pricing pages were viewed, how often and how recently

– Repeat visits from the same identifier or from the same company within a given period, and any increase in the intensity of such visits

– Views of pages that typically precede a purchase decision, for example pricing, comparison, migration, licensing, reseller, enterprise and total cost of ownership pages

– Downloads of trial versions, technical documentation, white papers and comparison material

– Registrations for webinars, events and demonstrations, and attendance at them

– Engagement with our marketing emails, advertisements and affiliate placements

– Use of the on-site search function and the specific terms searched for

– Product and account signals available to us, for example trial usage, license status, expiry dates and prior purchases

– Signals made available to us by independent software review platforms in relation to research activity on our product categories, as described in section 5.10

On the basis of these signals we calculate a score or a qualitative classification for a visitor, a contact and a company. We use that score in order to decide which prospects our sales and marketing teams approach, at what time, with which product focus and with which message, and in order to plan our sales capacity and our marketing spend. We may also use it in order to select which content, offers or on-site messages are shown to you.

This processing constitutes profiling within the meaning of Art. 4 no. 4 GDPR. It does not constitute a decision based solely on automated processing which produces legal effects concerning you or similarly significantly affects you within the meaning of Art. 22 GDPR or Art. 21 DSG. No price, no product availability, no credit decision, no eligibility decision and no contractual term is determined on the basis of the score. A score is at most a prioritization for human sales activity, and any contact with you is initiated and conducted by a member of our staff.

6.5 Interaction analytics, session recording and heatmaps

On several of our websites we use interaction analytics services which record how visitors interact with a page. Depending on the service and the Offering, these services generate aggregated heatmaps of clicks, mouse movement and scroll depth, and they may create a reconstructed recording of an individual session, meaning a replay of the mouse movements, clicks, scrolling, page transitions and, where enabled, non sensitive form interactions of a single visit. The services currently used for this purpose are Hotjar on plesk.com and cpanel.net and Microsoft Clarity on webpros.com, cpanel.net, socialbee.io, whmcs.com and cometbackup.com. These providers act as our processors.

We configure these services so that password fields, payment fields and fields designated as sensitive are suppressed at the point of capture and are not transmitted, and so that IP addresses are truncated or not stored where the service offers that option. Nevertheless, a session recording can be intrusive, and information that you type into a free text field may be captured. Please therefore do not enter personal data or confidential information which you do not wish us to see into free text fields on our websites.

Session recording and heatmap analytics are activated only if you have given the corresponding consent in our consent management platform. The legal basis is Art. 6 para. 1 lit. a) GDPR and Art. 6 para. 6 DSG, together with the applicable national provision implementing Directive 2002/58/EC. Recordings and heatmap data are retained for the retention period configured with the provider, which does not exceed 12 months, and are then deleted.

6.6 Website optimization and A/B testing

On some of our websites we use an experimentation service in order to test alternative versions of pages, headlines, forms and functions and to determine which version performs better. For this purpose the service assigns you to a test group, stores that assignment in an identifier on your device, and measures the events described in section 6.1 separately per test group. This is activated only on the basis of your consent pursuant to Art. 6 para. 1 lit. a) GDPR in conjunction with the applicable national provision implementing Directive 2002/58/EC, and Art. 6 para. 6 DSG for Switzerland. Test group assignment does not affect the price, the availability or the contractual terms of any product.

6.7 Legal bases for the processing described in this section

Insofar as the collection of the analytical data described in section 6.1 requires the storage of information on your terminal device or access to information already stored on your terminal device, and that storage or access is not strictly necessary in order to provide the service you have expressly requested, we carry it out only on the basis of your consent pursuant to Sec. 25 para. 1 TDDDG for Germany, Art. 45c FMG and Art. 6 para. 6 DSG for Switzerland, and the corresponding national provision implementing Directive 2002/58/EC in other jurisdictions. That consent is obtained through our consent management platform and is documented as described in section 8.2.

The subsequent processing of the analytical data, including the company identification described in section 6.3 and the buying intent analysis described in section 6.4, is based on:

– Art. 6 para. 1 lit. a) GDPR, where the processing is based on the consent you have given in our consent management platform, in particular for all processing in the Analytics and Marketing cookie categories, for session recording, for A/B testing and for the transmission of data to advertising partners

– Art. 6 para. 1 lit. f) GDPR, on the basis of our legitimate interest in understanding the market for our products, in addressing potential business customers efficiently, in allocating our sales and marketing resources sensibly, and in operating, securing and improving our Offerings, insofar as the processing does not require consent

– Art. 31 para. 1 DSG, on the basis of our overriding interest, for processing governed by Swiss law

– Art. 6 para. 1 lit. b) GDPR, where the analysis of usage data forms part of a service you have contracted for

We have carried out and documented a balancing of interests in respect of the processing based on Art. 6 para. 1 lit. f) GDPR. In that assessment we have taken into account, in particular, the business to business context of our Offerings, the fact that the assessment is aimed at the acting company rather than at your private life, the fact that no decision with a legal or similarly significant effect is taken on the basis of the assessment, the limited retention periods, and the unconditional right to object described in section 6.10. A summary of that balancing of interests is available on request from [email protected].

6.8 Recipients and third country transfers

The analytical data described in this section is processed by us and by processors acting on our instructions. These include our web analytics providers, our interaction analytics providers, our experimentation provider, our tag management provider, our customer relationship management and marketing automation provider, our company identification and business intent data providers, and our cloud infrastructure providers. Within the WebPros group the analytical data is processed jointly as described in section 4, in particular in the group wide customer relationship management platform and the group wide analytics infrastructure.

Several of these providers are established in the United States or process data in the United States. Those transfers are safeguarded by the EU-U.S. Data Privacy Framework where the provider is certified, and otherwise by the EU standard contractual clauses pursuant to Art. 46 para. 2 lit. c) GDPR together with the supplementary measures described in section 3. The corresponding provisions of Art. 16 et seq. DSG apply to processing governed by Swiss law. The current list of the providers used per Offering is available in our consent management platform and in our list of sub-processors.

6.9 Retention

Analytical data is retained as follows. Raw event level analytics data is retained for a maximum of 14 months and is then deleted or aggregated. Session recordings and heatmap data are retained for a maximum of 12 months. Company identification and buying intent scores are retained for a maximum of 24 months from the last relevant activity, and are then deleted unless a contract or a pre-contractual relationship has come into existence, in which case the relevant data is retained within the customer or prospect record in accordance with section 16. Consent records are retained for 3 years after the consent ends in order to be able to evidence the lawfulness of the processing.

6.10 Your right to object and to withdraw your consent

You have an unconditional right to object, at any time and without giving reasons, to the processing of your personal data for direct marketing purposes, including the profiling described in sections 6.3 and 6.4, pursuant to Art. 21 para. 2 GDPR. If you object, we will cease that processing immediately. You may also object at any time, on grounds relating to your particular situation, to any other processing based on Art. 6 para. 1 lit. f) GDPR pursuant to Art. 21 para. 1 GDPR. Under Swiss law, you may request pursuant to Art. 30 para. 2 lit. b) DSG that we refrain from the processing.

Where the processing is based on your consent, you may withdraw that consent at any time with effect for the future, in our consent management platform, which you can reopen at any time using the icon in the lower left area of our websites. Withdrawal does not affect the lawfulness of the processing carried out up to the point of withdrawal.

To object, please use the consent management platform or send an email to [email protected]. We also honor recognized opt-out signals transmitted by your browser, including the Global Privacy Control signal, in respect of the sale and sharing of personal information and of targeted advertising, as described in section 18.

Independently of the above, you may prevent or limit the collection of analytical data by deactivating or deleting cookies in your browser, by using the browser setting that requests that no tracking take place, and by using the opt-out mechanisms offered by the individual providers, which are listed in our consent management platform.

7. Advertising, Retargeting and Conversion Measurement

We advertise our Offerings on third party platforms and we measure the success of that advertising. Where you have given the corresponding consent for the Marketing cookie category, advertising and measurement technologies are activated on our websites. Depending on the Offering, these include the technologies of Google Ads and the Google advertising network, Meta Platforms, LinkedIn, Microsoft Advertising, Criteo, AdRoll, Reddit, Quora and Capterra. The current list per Offering is available in our consent management platform.

For these purposes the relevant platform receives, in particular, an online identifier, your IP address, the page you visited, and the conversion event that occurred, and it may combine that information with an existing account you hold with that platform and with information it has collected on other websites. This enables interest based advertising and retargeting, meaning that you may be shown advertising for our Offerings on other websites and platforms after visiting our websites, and it enables us to measure how many purchases, trials and inquiries resulted from a given advertisement. We may also transmit audience segment information, and, where you have consented to this, a pseudonymized identifier derived from your email address, in order to build or exclude advertising audiences.

This processing involves profiling for direct marketing purposes and, where the advertising platform acts in its own responsibility, a disclosure of personal data to that platform which under certain United States privacy laws constitutes a sale or a sharing of personal information for cross context behavioral advertising. Section 18 describes the corresponding opt-out rights.

The legal basis for the activation of the advertising technologies and for the transmission of data to the advertising platforms is your consent pursuant to Art. 6 para. 1 lit. a) GDPR in conjunction with Sec. 25 para. 1 TDDDG, Art. 45c FMG, Art. 6 para. 6 DSG and the corresponding national provisions implementing Directive 2002/58/EC. Where an advertising platform acts jointly with us as controller in respect of the measurement, a joint controllership agreement pursuant to Art. 26 GDPR is in place with that platform. Transfers to the United States are safeguarded as described in section 3. You may withdraw your consent at any time in our consent management platform, and you may in addition use the advertising settings and opt-out mechanisms of the relevant platform.

8. Use of Cookies and Similar Technologies

8.1 Cookies

We use cookies and comparable technologies on our websites. Cookies are small text files that are stored on your device, for example your computer, smartphone or tablet, and which contain certain information. Comparable technologies include local storage, session storage, pixels, tracking pixels, software development kits, device fingerprinting and server side identifiers. Wherever this Privacy Policy refers to cookies, these comparable technologies are covered as well.

You can find out which cookies and comparable technologies we use on the relevant Offering, who provides them, for what purpose, and for how long they are stored, at any time in our consent management platform. You can open the consent banner via the icon in the lower left area of our websites. There you can manage, revoke or adjust your consent in accordance with Sec. 25 para. 1 TDDDG for Germany, Art. 45c FMG and Art. 6 para. 6 DSG for Switzerland, and the corresponding national provisions implementing Directive 2002/58/EC in other jurisdictions. You can also configure your browser to refuse or delete cookies, although this may impair the functionality of our Offerings.

8.2 Our cookie consent management platform

To document your selection of cookies and comparable technologies and to comply with our legal obligations, we use a consent management platform. When you visit our website, we ask for your cookie preferences. Your decision is stored in a dedicated cookie. The legal basis for this is Art. 6 para. 1 lit. c) GDPR and Art. 7 para. 1 DSG for Switzerland, as we are legally required to be able to demonstrate and to manage your consent.

For managing your consents we use the consent management platform Usercentrics, provided by Usercentrics GmbH, Sendlinger Strasse 7, 80331 Munich, Germany. The following data is processed and transmitted to Usercentrics:

– Your consent or rejection, including date, time, language and consent identifier

– Device data, such as browser information and anonymized IP address

The processing of this data is carried out in order to fulfill our legal obligations pursuant to Art. 6 para. 1 lit. c) GDPR and Art. 7 para. 1 DSG for Switzerland. Consent records are retained for 3 years after the consent ends.

Technologies which are not strictly necessary are loaded only after you have given the corresponding consent. This applies in particular to all technologies in the Analytics and Marketing categories, to the interaction analytics described in section 6.5, to the experimentation service described in section 6.6, to the embedded third party content described in section 5.13 and to the advertising technologies described in section 7.

8.3 Cookie categories in use by WebPros

We classify cookies and comparable technologies into the following four categories.

Cookie types	Description
Essential	Essential Cookies help make an Offering usable by enabling basic functions like page navigation and access to secure areas of the Offering. The Offering cannot function properly without these cookies.
Functional	Functional Cookies allow the Offering to remember the user’s website preferences and choices they make on the Offering including login details, geo-location, language, and enhanced content. This allows the Offering to provide personalized features for users. Functional Cookies are used to enhance the performance of Offerings, as without them, certain functions of the Offerings may not be available. Functional Cookies are helping to provide services that a user requests.
Analytics	Analytic Cookies collect information about your use of the Offering and enable us to improve the way it works. These cookies give us aggregated information that we use to monitor site performance, count page visits, spot technical errors, see how users reach the site, and measure the effectiveness of advertising (including emails we send to you).
Marketing	Marketing Cookies allow us and other trusted advertisers to select advertisements that are based on your interests, including those expressed or inferred by visits to our Site or apps or across other Offerings, online services, and apps over time. Others help prevent the same advertisement from continuously reappearing for you. These types of cookies also help us provide you with content on the Site that is tailored to your interests and needs. Some Marketing Cookies and other technologies are used in part to also facilitate advertising. Please be aware that Marketing Cookies in some cases have a direct relation to Social Cookies. These Social Cookies are used to enable you to share content, which is a matter of your own interest as well as may participate in the process of authorization via social media services to gain access to 3rd party apps/websites, if you choose to do so. Social cookies may also be used for advertising/analytics purposes.

Cookies in the Essential category are set on the basis of Art. 6 para. 1 lit. b) and lit. f) GDPR and do not require consent. Cookies in the Functional, Analytics and Marketing categories are set only on the basis of your consent pursuant to Art. 6 para. 1 lit. a) GDPR in conjunction with the applicable national provision implementing Directive 2002/58/EC, and Art. 6 para. 6 DSG for Switzerland. Storage periods range from the duration of the browsing session to a maximum of 24 months and are stated per technology in our consent management platform.

8.4 Note on Google Services

We use various services from Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) on our websites, in particular Google Tag Manager, Google Analytics 4, Google Ads and Google reCAPTCHA. This may also involve data transfers to Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.

For data subjects in the EU, the transfer is based on the EU-U.S. Data Privacy Framework. Google is certified for this and is subject to the adequacy decision of the European Commission for the USA. For Switzerland, the transfer is based on the Swiss-U.S. Data Privacy Framework. Google is also certified for this, so that Switzerland recognizes an adequate level of data protection for transfers to the USA. If, in exceptional cases, there is no certification or adequate protection, we additionally ensure the protection of your data through standard contractual clauses or other suitable measures.

In Google Analytics we have activated IP address truncation, we have deactivated the use of the data for Google’s own purposes to the extent that the service permits, and we have concluded the data processing terms offered by Google. Where Google acts as an independent controller in respect of advertising services, section 7 applies.

8.5 Offering-specific cookie and technology table

The list of the cookies and comparable technologies used on the specific Offering you are currently visiting, including the provider, the purpose, the category, the storage period and the recipient country for each entry, is as follows:

9. Use of Artificial Intelligence (AI) Features

Some of our websites, products and online services include AI powered features such as chatbots, support assistants, content assistants, AI search and other tools based on large language models (“LLMs”) (collectively “AI Features”). This section describes how personal data is processed in connection with these AI Features. AI Features currently in use include the AI support assistant available in the Plesk support portal and the AI content generation features available in SocialBee.

9.1 Data collected and purposes of processing

When you use AI Features, we process the text inputs and prompts you submit, AI generated outputs, and associated usage and technical data such as session identifiers and timestamps. This data is used to provide the requested AI functionality, ensure security, prevent misuse and improve our services. Please do not submit special categories of personal data, for example health, financial or political information, through AI Features.

The legal basis for processing is Art. 6 para. 1 lit. b) GDPR (contract performance) where AI Features form part of a requested service, Art. 6 para. 1 lit. f) GDPR (legitimate interests) for service improvement and security, and Art. 6 para. 1 lit. a) GDPR (consent) where explicitly required. Under Swiss law, processing is based on Art. 31 para. 1 DSG.

9.2 No use of user data for AI model training

We do not use any data submitted through AI Features, including inputs, prompts, conversation content or AI generated outputs, to train, fine tune, retrain or otherwise improve any LLM or AI system, whether operated by us or by any third party provider. We contractually require all AI service providers to uphold this same prohibition.

9.3 Third-party AI service providers

AI Features may be powered by third party LLM providers acting as data processors on our behalf. Your input data may be transmitted to such providers solely to deliver the requested service. We require all AI providers to process data only to the extent necessary to provide the service, to implement appropriate technical and organizational security measures, to refrain from using your data to train or improve any AI model, and to comply with applicable data protection law including the GDPR. AI sub-processors and their involvement in certain services are included in the published WebPros list of sub-processors on www.webpros.com. WebPros reserves the right to change or add LLM providers at any time, provided that the safeguards described in this document are fulfilled. International transfers are governed by the mechanisms described in section 3.

9.4 AI-assisted outputs and automated processing

AI Features on our websites are informational and assistive in nature. They do not produce legally binding automated decisions within the meaning of Art. 22 GDPR or Art. 21 DSG. Where any AI driven process were to result in decisions with significant legal or similar effect, we would inform you separately and provide the applicable safeguards and rights. Your general rights regarding automated decision making and profiling are set out in section 17.7.

9.5 AI chatbot transparency, labeling and access controls

Where AI Features take the form of a chatbot or conversational assistant accessible on our websites or within our products, the following additional measures apply.

(a) Disclosure of AI nature. In accordance with Art. 50 para. 1 of Regulation (EU) 2024/1689 (the “EU AI Act”) and applicable national transparency requirements, all chatbot interfaces are clearly and prominently labeled as AI powered prior to or at the commencement of any interaction. Users will not be left under the impression that they are communicating with a human being.

(b) Consent for website-based chatbots. Where a chatbot deployed on our websites processes personal data through technologies that access or store information on the user’s terminal device, for example session cookies, local storage or comparable client side technologies, such processing is subject to prior informed consent in accordance with the applicable national laws implementing Directive 2002/58/EC. Such consent is obtained through our consent management platform before the chatbot widget is activated. Where the chatbot is provided exclusively as part of a logged-in product or support environment and no terminal device storage beyond strictly necessary session management is involved, processing will not require prior consent, provided that no additional tracking technologies are employed.

(c) No automated decisions. Chatbot interactions do not constitute automated decision making within the meaning of Art. 22 GDPR. Chatbot outputs are informational and assistive only. Users are not subject to any decision based solely on automated processing that produces legal or similarly significant effects as a result of their chatbot interaction. Chatbot interaction data is not used for the buying intent scoring described in section 6.4 unless you have given the corresponding consent.

(d) EU AI Act classification. Chatbots of the type deployed by WebPros, meaning general purpose conversational assistants powered by LLMs operating in an informational and support capacity without producing legal effects, are not classified as high risk AI systems under Annex III of the EU AI Act. They are subject to the transparency obligations set out in Art. 50 EU AI Act. WebPros ensures compliance with these transparency obligations and monitors regulatory developments regarding the classification of LLM based systems under the EU AI Act.

9.6 Internal analysis of call transcripts

WebPros uses Gong (Gong.io Inc.) to record and transcribe certain customer facing calls, for example sales and customer success conversations. Recording takes place only where all participants have been informed at the start of the call and have agreed to the recording. For internal quality assurance, coaching and aggregated trend analysis, the textual transcripts generated by Gong are processed by us using the Anthropic Claude large language model. The underlying audio and video recordings are not transmitted to the LLM provider. Anthropic, PBC acts as a contractually bound data processor and is included in our list of sub-processors.

The legal basis for the recording and transcription of the call is your consent pursuant to Art. 6 para. 1 lit. a) GDPR, which is obtained at the start of the call and which you may refuse or withdraw at any time without any disadvantage, in which case the call continues without recording. The legal basis for the subsequent internal analysis of the transcript is Art. 6 para. 1 lit. f) GDPR, based on our legitimate interest in evaluating and improving the quality of customer interactions and our services. For processing governed by Swiss law, Art. 31 para. 1 DSG applies. Where the applicable national law requires the consent of all parties for the recording of a conversation, we record only where that consent has been obtained.

Transcripts are processed only to the extent necessary, are not used to train, fine tune or otherwise improve any Anthropic or third party AI model, and access is restricted to authorized WebPros personnel on a need to know basis. International transfers to Anthropic in the United States are safeguarded by the EU standard contractual clauses pursuant to Art. 46 para. 2 lit. c) GDPR and, where available, an applicable adequacy decision. Recordings and transcripts are retained for a maximum of 24 months. You may object to the analysis at any time pursuant to Art. 21 GDPR.

9.7 Data retention and your rights in relation to AI Features

Interaction data from AI Features is retained only as long as necessary to provide the service or as required by law. Session based inputs are generally not retained beyond the active session unless you have an account and session history is an explicit feature. Retention is otherwise governed by section 16. Your rights of access, rectification, erasure, restriction, portability and objection apply equally to data processed through AI Features and are described in section 17. To exercise your rights or raise any AI related privacy concern, please contact [email protected].

10. Identity Verification and Sanctions Screening

In certain cases we are required to verify the identity of a customer, a partner, a reseller or an authorized representative. This applies in particular where we are subject to know your customer, anti money laundering, sanctions, export control or fraud prevention obligations, where a high value or high risk transaction is concerned, or where a partner or reseller account is onboarded. Separately, and only where we have reasonable doubts as to your identity and no less intrusive means of verification is available to us, we may need to establish your identity before acting on an account recovery request or on a request to exercise your rights as a data subject.

For this purpose we may ask you to provide a copy of an official identity document. The following data may be processed: the image or scan of the document you provide to us, and the name, date of birth, nationality and document number extracted from it. The document is reviewed manually by the WebPros Legal Department in order to compare that data with entries in the applicable sanctions, embargo and denied party lists and, where relevant, in order to confirm your identity. No facial image is recorded, no biometric template is created, and no automated facial comparison, liveness detection or other automated biometric analysis is carried out. The review and any decision resulting from it are always made by a member of the WebPros Legal Department.

Please redact or mask any information on the document that we have not asked for. Where you provide us with data that is not required for the purposes stated above, we mask it as soon as the review has been completed. Please do not send an identity document by unencrypted email. On request we will make a secure channel available to you for the transmission.

The legal basis is Art. 6 para. 1 lit. c) GDPR in conjunction with the applicable anti money laundering, sanctions and export control provisions, Art. 6 para. 1 lit. b) GDPR where the verification is necessary in order to enter into or to perform the contract, and Art. 6 para. 1 lit. f) GDPR for the prevention of fraud and for the protection of your account and your data where we verify your identity before acting on an account recovery request or on a data subject request. In the latter case Art. 12 para. 6 GDPR applies. Under Swiss law we rely on Art. 31 para. 1 DSG.

Where the applicable anti money laundering or export control law requires us to retain a record of the verification, we retain it for the period prescribed by that law, which is generally 5 to 10 years. In all other cases the copy of the document is deleted as soon as the verification has been completed, and we retain only the fact that a verification took place, its date and its outcome.

If you do not wish to provide an identity document, please contact [email protected] so that we can agree an alternative form of verification. Where no alternative form of verification is legally sufficient, we may be unable to enter into or to continue the business relationship or, in the case of a data subject request, to act on that request.

11. Product Telemetry, License Management and Update Checks

Our software products communicate with WebPros systems and with the domains listed in section 2 for a number of purposes. This section describes that processing. Where you use our products in the environment of a hosting provider or partner, that partner may additionally act as controller in respect of your use of the product.

11.1 License activation, verification and entitlement management

In order to activate a license, to verify entitlement, to prevent license misuse and to determine which updates and extensions you are entitled to, our products transmit license keys, installation identifiers, server IP address and host name, product version and edition, activation status and, where applicable, the identity of the reseller or partner to our license management systems, including manage2.cpanel.net, verify.cpanel.net, the WHMCS license verification endpoint, the Plesk key administrator and partner central systems, and the WebPros account systems. The legal basis is Art. 6 para. 1 lit. b) GDPR for the performance of the license agreement and Art. 6 para. 1 lit. f) GDPR for the prevention of license misuse and piracy. Under Swiss law we rely on Art. 31 para. 1 DSG. License records are retained for the duration of the license and for the statutory retention period thereafter.

11.2 Update checks and security notifications

Our products query our update and repository servers in order to determine whether updates, patches and security fixes are available. In doing so, the product version, the operating system, the architecture and the IP address of the requesting server are transmitted and logged. The legal basis is Art. 6 para. 1 lit. b) GDPR and Art. 6 para. 1 lit. f) GDPR, and additionally Art. 6 para. 1 lit. c) GDPR in conjunction with Art. 32 GDPR insofar as the delivery of security updates is a security measure. Under Swiss law we rely on Art. 31 para. 1 DSG.

11.3 Product usage telemetry and error reporting

Some of our products collect usage telemetry and error reports in order to understand which functions are used, to detect defects and to prioritize development. In Plesk this is implemented through a user activity tracking function which records the actions carried out in the administration interface together with an installation identifier and a session identifier, stores that data on cloud infrastructure operated by our infrastructure provider, and makes it available for analysis in a product analytics tool. Plesk additionally uses an error and performance monitoring service for the collection of crash and error reports. In WHMCS an analytics function records administration area activity and installation configuration data. Comparable functions may exist in other products and are documented in the respective product documentation.

Where the product documentation designates the telemetry function as optional, it can be deactivated in the product configuration, and in WHMCS it is activated per administrator account. Where telemetry is collected on the basis of our legitimate interest, the legal basis is Art. 6 para. 1 lit. f) GDPR and Art. 31 para. 1 DSG, based on our interest in the quality, security and further development of our products. Where the applicable national law implementing Directive 2002/58/EC requires consent for the storage of an identifier on the terminal device, telemetry is activated only on that basis. Telemetry data is retained for a maximum of 24 months. Error reports are retained for a maximum of 12 months.

Telemetry data collected inside a product installation is not merged with the website analytics described in section 6 for the purpose of the buying intent scoring described in section 6.4 unless the account holder has consented to that use or unless the data has been aggregated so that it no longer relates to an identified or identifiable person.

11.4 Data in customer environments

Where personal data of your own customers or end users is contained in a product installation, a control panel, a billing system, a backup set or a support diagnostic file, we process that data solely as a processor on your instructions and on the basis of the applicable data processing agreement. You remain the controller in respect of that data. Where you provide us with a diagnostic file, a database dump or a backup for support purposes, please redact any data that is not required in order to resolve the request.

12. Offering-Specific Provisions

The following provisions apply in addition to the general provisions of this Privacy Policy in respect of the Offering concerned. In the event of a conflict, the Offering specific provision prevails for that Offering.

12.1 Plesk

The Plesk websites include a marketing website, a blog, a documentation portal, a Zendesk based support portal with an AI support assistant, a community forum operated on forum software with public member profiles, a training and certification platform with public partner leaderboards, a public feature request board and the Plesk 360 and WebPros Platform 360 account and single sign-on system at platform360.io. Part of the Plesk product range is sold through a reseller of record. Plesk software contains the license management, update check and user activity tracking functions described in section 11. Plesk extensions provided by third parties may set their own cookies inside the product interface, and the relevant extension documentation as well as privacy policy applies to those.

12.2 cPanel and WHM

The cPanel websites include a marketing website, a blog, a documentation portal, a Zendesk based support portal including a community area with publicly visible posts, a web shop operated on WHMCS software with its own account and checkout, a training platform, a public feature request board, partner and license management portals, a legacy ticketing system, a first party link redirection service used to measure clicks on links in our communications, and a separate security announcement site. cPanel software contains the license management and update check functions described in section 11.

12.3 WHMCS

WHMCS Ltd. is established in the United Kingdom and the UK GDPR applies to its processing in addition to this Privacy Policy. The WHMCS websites include a marketing website, a documentation portal, a developer portal, a client area with checkout and license verification, a marketplace at marketplace.whmcs.com with separate vendor and buyer accounts, an internal wallet and deposit function and the MarketConnect service, a feature request site, a download portal, an accessibility widget, and a community forum operated on separate forum software with its own accounts and publicly visible content. Marketplace vendors are independent third parties and receive the data necessary to fulfill an order for their product. WHMCS software contains the license verification and administration area analytics functions described in section 11. The payment gateways, domain registrars, fraud protection providers and other modules listed on our website are integrations which you as the operator of a WHMCS installation may activate, in which case you determine the resulting processing as controller.

12.4 SocialBee

SocialBee LABS SRL is established in Romania. SocialBee is a social media management service. In order to provide the service, SocialBee connects to the application programming interfaces of third party social media and content platforms on your instruction, currently including Facebook, Instagram, Threads, X, LinkedIn, TikTok, YouTube, Pinterest, Bluesky and Google Business Profile, and to content, automation and link management services which you may choose to connect, currently including Canva, Unsplash, GIPHY, Zapier and comparable automation platforms and URL shortening services.

When you connect a social media account, you authorize the connection through the authorization procedure of the relevant platform. SocialBee stores the resulting access and refresh tokens, the account identifier, the profile name and avatar, the permission scopes granted, and the content, scheduling, publication status and performance statistics of the posts you manage through the service. Where a connected platform returns audience or engagement data, that data may include personal data relating to the users who interact with your posts. In respect of that data you act as controller and SocialBee acts as your processor on the basis of the applicable data processing agreement, and you are responsible for having a legal basis for the processing and for informing those users. SocialBee applies the platform terms of the relevant social media platform in addition to this Privacy Policy.

The legal basis for the connection and for the processing of the connected account data is Art. 6 para. 1 lit. b) GDPR for the performance of the contract. You may disconnect a connected account at any time in the application, and you may in addition revoke the authorization in the settings of the relevant platform, in which case the stored tokens are invalidated and deleted. SocialBee provides AI content generation features which are subject to section 9.

SocialBee additionally uses a meeting notetaking service for internal meetings and, on its marketing website, a buyer intent measurement service provided by an independent software review platform, which is subject to section 6.4.

12.5 Comet Backup

Comet Licensing Ltd. is established in New Zealand and the New Zealand Privacy Act 2020 applies to its processing in addition to this Privacy Policy. The Comet Backup websites include a marketing website, a documentation portal with a hosted search function, a Zendesk based support portal, a webinar platform, a meeting scheduling service, and an account and single sign-on system at account.cometbackup.com through which trial registration takes place using the WebPros single sign-on.

Comet Backup is backup software. The backup content and the metadata of your backups, including file names, paths and sizes, and the credentials for the storage destination you configure, are processed by you as controller in your own installation. Where you use the storage service offered under the Comet Storage brand, the underlying object storage is provided by a third party storage provider acting as our sub-processor, and we act as your processor in respect of the stored content on the basis of the applicable data processing agreement. Where you configure a third party storage destination such as an object storage service of another provider, that provider acts on your instruction and its own terms apply. Backup content is encrypted, and where you manage the encryption keys yourself we have no ability to access the content. Comet Backup software contains the license management and update check functions described in section 11, and it can be integrated with third party billing, monitoring and remote management systems which you may choose to activate, in which case you determine the resulting processing as controller.

12.6 XOVI

XOVI is a search engine and LLM search optimization and online marketing product. It is operated and sold by WebPros Germany GmbH, which is the controller for that Offering. The XOVI websites include a marketing website, a documentation and help portal, a customer account with subscription and billing functions, and the XOVI application. Where the XOVI Offering uses a consent management platform, an analytics provider, an advertising technology or a support platform other than those named in this Privacy Policy, the provider concerned is identified in the consent management platform on that website and in our list of sub-processors, and the general provisions of sections 5 to 8 of this Privacy Policy apply accordingly.

13. Recipients of personal data

We disclose personal data only to the extent necessary and only to recipients, who have a need to know of the information in order to allow us to provide the services or for other legally permitted purposes under applicable privacy laws.

The categories of recipients may be the following (full list – not all apply in each specific case).

– Companies within the WebPros group, as described in section 4

– Cloud infrastructure, hosting, content delivery and security providers

– Customer relationship management, marketing automation and email delivery providers

– Analytics, tag management, interaction analytics and experimentation providers, and company identification and business intent data providers

– Advertising, retargeting and conversion measurement platforms, as described in section 7

– Consent management platform providers

– Support desk, knowledge base, community platform, learning management, webinar and event providers

– Resellers of record, payment service providers, subscription billing providers and collection agencies

– Affiliate and partner program platform providers

– Sanctions, export control and fraud screening providers

– Large language model and AI service providers, as described in section 9

– Human resources, applicant tracking and payroll providers, in respect of applicant and employee data

– Auditors, tax advisers, attorneys, insurers and other professional advisers bound by professional secrecy

– Public authorities, courts and law enforcement bodies, where we are legally obliged to disclose or where disclosure is necessary in order to establish, exercise or defend legal claims

– Acquirers or prospective acquirers and their advisers, in the context of a merger, acquisition, reorganization or sale of assets, subject to appropriate confidentiality safeguards

– Hosting providers, resellers, managed service providers and other WebPros partners, in respect of the customer relationship they maintain with you

Every recipient acting on our behalf is bound by a data processing agreement in accordance with Art. 28 GDPR and Art. 9 DSG. The current list of our sub-processors, including the WebPros brands to which each sub-processor is allocated and the country in which it processes data, is published in the legal section of www.webpros.com. We do not sell personal data. Section 18 describes the treatment of disclosures which constitute a sale or a sharing of personal information under United States privacy laws.

14. Data Security and Notification of Data Breaches

We implement appropriate technical and organizational measures pursuant to Art. 32 GDPR and Art. 8 DSG in order to protect your personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage. These measures include transport encryption of our websites and services, encryption of data at rest, role based access control and the least privilege principle, multi factor authentication for administrative access, network segmentation, logging and monitoring, vulnerability management and patching, secure software development practices, regular penetration testing, background screening of personnel where lawful, confidentiality undertakings, security awareness training, supplier security assessment and a documented incident response process. Our security posture is subject to periodic re-assessment.

Notwithstanding these measures, the transmission of information over the internet cannot be guaranteed to be completely secure. Please use a strong and unique password for your account, enable multi factor authentication where offered, and inform us without delay at [email protected] if you become aware of a suspected security incident or vulnerability affecting our Offerings.

In the event of a personal data breach we will notify the competent supervisory authority without undue delay and, where feasible, within 72 hours of becoming aware of it, in accordance with Art. 33 GDPR, and we will notify affected data subjects in accordance with Art. 34 GDPR where the breach is likely to result in a high risk to their rights and freedoms. Corresponding notifications are made to the Federal Data Protection and Information Commissioner in accordance with Art. 24 DSG, to the Information Commissioner’s Office in accordance with the UK GDPR, and to the Office of the Privacy Commissioner in accordance with the notifiable privacy breach provisions of the New Zealand Privacy Act 2020, and under the other applicable regimes referred to in section 18. Where we act as a processor, we will notify the relevant controller without undue delay in accordance with Art. 33 para. 2 GDPR and the applicable data processing agreement.

15. Children’s Data

Our Offerings are directed at businesses and at professional users and are not directed at children. We do not knowingly collect personal data from children under the age of 16, or under the higher age of consent applicable in the relevant jurisdiction. If you believe that a child has provided personal data to us, please contact [email protected] and we will delete that data without undue delay. We do not knowingly sell or share the personal information of any consumer under 16 years of age within the meaning of the applicable United States privacy laws.

16. Duration of Data Processing

We store personal data only as long as it is necessary to achieve the respective purpose or until you withdraw your consent. The specific retention periods for the individual processing activities are stated in the relevant sections of this Privacy Policy. Where no period is stated, we retain the data for as long as is necessary for the purpose described, and the criteria we apply are the continued existence of the contractual or pre-contractual relationship, the applicable statutory retention obligations and the applicable limitation periods.

If there are legal retention obligations, for example under commercial, tax or social security law in Switzerland, the EU, the United Kingdom, the United States or New Zealand, the retention of certain data may be required for up to 10 years or longer, regardless of the processing purpose. Data which is required in order to establish, exercise or defend legal claims is retained until the expiry of the applicable limitation period.

To ensure that no data is stored longer than necessary, we operate a deletion concept, we conduct regular reviews and we delete or anonymize personal data as soon as the purpose of storage ceases to exist and there are no legal obligations or overriding legitimate interests remaining.

17. Your Rights as a Data Subject

17.1 Request for information and access

Upon request, you can receive information about the personal data we have stored about you, the purposes of the processing, the categories of data concerned, the recipients or categories of recipients, the envisaged retention period, the origin of the data where it was not collected from you, and the safeguards applied to any third country transfer. The first copy is provided free of charge. For further copies we may charge a reasonable fee covering our administrative costs, and we may refuse or charge for manifestly unfounded or excessive requests, in accordance with Art. 12 para. 5 GDPR and Art. 19 of the Swiss Data Protection Ordinance.

17.2 Rectification, erasure and restriction of processing

If you no longer agree with the storage of your personal data, or if the data has become incorrect, we will delete or restrict your data upon your instruction or make the necessary corrections, as far as this is possible under applicable law. The same applies if we should only process data in a restricted manner in the future.

17.3 Right to object

You have the right to object at any time, on grounds relating to your particular situation, to the processing of your personal data which is based on Art. 6 para. 1 lit. e) or lit. f) GDPR, including profiling based on those provisions, pursuant to Art. 21 para. 1 GDPR. Where your personal data is processed for direct marketing purposes, you have an unconditional right to object at any time and without giving reasons, including in respect of the profiling described in section 6, pursuant to Art. 21 para. 2 GDPR. Following such an objection your personal data will no longer be processed for those purposes. Under Swiss law, you may request pursuant to Art. 30 para. 2 lit. b) DSG that we refrain from a particular processing.

17.4 Right to withdraw consent with effect for the future

You can withdraw your consent at any time with effect for the future, without giving reasons and without any disadvantage. Withdrawal is as easy as giving consent, and for consent relating to cookies and comparable technologies you may withdraw it in our consent management platform, which you can reopen at any time using the icon in the lower left area of our websites. Your withdrawal will not affect the lawfulness of the processing carried out up to the time of withdrawal.

17.5 Data portability

If data processing is based on a contract or on your consent and is carried out by automated means, you have the right to data portability. Upon request we will provide the data you provided to us in a common, structured, commonly used and machine readable format, so that you can transfer the data to another controller if desired.

17.6 Data which cannot be attributed to you

Data for which we are unable to identify the data subject, for example because it has been anonymized or aggregated for analysis purposes, is not covered by the aforementioned rights. If you provide us with additional information that allows us to identify you, we will give effect to your rights in respect of that data. Where we are unable to identify you from the information available to us, we will inform you accordingly in accordance with Art. 11 para. 2 GDPR.

17.7 Profiling, automated decision-making and scoring

Some of our offerings carry out profiling within the meaning of Art. 4 no. 4 GDPR in the cases described in section 6 and section 7 of this Privacy Policy, namely the analysis of your website activity, the identification of the company on whose behalf you act, the determination of buying intent signals and lead prioritization, the interaction analytics described in section 6.5, and the interest based advertising described in section 7. That profiling is carried out on the basis of your consent, or on the basis of our legitimate interest as set out in section 6.7, and you have an unconditional right to object to it insofar as it serves direct marketing purposes.

Your data is not used by us for automated decisions which have legal consequences for you or which significantly affect you in a similar way, as described in Art. 22 GDPR and Art. 21 DSG. In particular, no price, no product availability, no contractual term, no credit decision and no eligibility decision is determined solely by automated means. Where we exceptionally introduce automated decisions of that kind, we will inform you transparently in advance, we will obtain your explicit consent where required, and we will provide you with the right to obtain human intervention, to express your point of view, to receive an explanation and to contest the decision.

17.8 Exercising your rights and right to lodge a complaint

If you have any questions regarding the processing of your personal data, or if you wish to exercise a right of access, rectification, erasure, restriction, objection, withdrawal of consent or portability, please contact [email protected]. We will respond without undue delay and in any event within one month of receipt of the request, and we may extend that period by a further two months where the request is complex, in which case we will inform you of the extension and the reasons for it. In order to protect your data we may need to verify your identity before acting on a request, and we will request only the information necessary for that purpose. You may act through an authorized agent, in which case we will require evidence of the authorization.

You also have the right to lodge a complaint with a supervisory authority. In the case of a WebPros company based in Switzerland you may complain to the Federal Data Protection and Information Commissioner (FDPIC), Feldeggweg 1, 3003 Bern, Switzerland. If you are located in the EU or the EEA you may complain to the supervisory authority of your habitual residence, your place of work or the place of the alleged infringement. Further authorities are named in section 18. Lodging a complaint does not affect any other administrative or judicial remedy.

18. Supplementary Country and Regional Provisions

The following provisions apply in addition where the law of the relevant jurisdiction applies to the processing of your personal data.

18.1 European Union and European Economic Area

Where a WebPros entity established outside the EU and the EEA offers goods or services to, or monitors the behavior of, data subjects in the EU or the EEA within the meaning of Art. 3 para. 2 GDPR, that entity has designated WebPros Germany GmbH, Hohenzollernring 72, 50672 Cologne, Germany, as its representative in the Union pursuant to Art. 27 GDPR. You may contact the representative at [email protected] in respect of all issues related to the processing of your personal data. The competent supervisory authorities of the WebPros entities established in the EU include the data protection authority of North Rhine-Westphalia for Germany, the Agencia Española de Protección de Datos for Spain, the Commission for Personal Data Protection for Bulgaria, the Autoritatea Naţională de Supraveghere a Prelucrării Datelor cu Caracter Personal for Romania. You may lodge a complaint with the authority of your habitual residence or place of work irrespective of which entity carried out the processing.

18.2 United Kingdom

The UK General Data Protection Regulation and the Data Protection Act 2018 apply to the processing carried out by WHMCS Ltd. and to processing relating to data subjects in the United Kingdom. References in this Privacy Policy to provisions of the GDPR are to be read as references to the corresponding provisions of the UK GDPR. Transfers of personal data out of the United Kingdom are safeguarded by the UK Extension to the EU-U.S. Data Privacy Framework where the recipient is certified, by the International Data Transfer Agreement or by the International Data Transfer Addendum to the EU standard contractual clauses, or by an applicable adequacy regulation. Where a WebPros entity established outside the United Kingdom is subject to the UK GDPR, WHMCS Ltd. acts as its representative in the United Kingdom pursuant to Art. 27 UK GDPR. You have the right to lodge a complaint with the Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, United Kingdom.

18.3 Switzerland

The Swiss Federal Act on Data Protection applies to processing carried out by WebPros International GmbH and to processing relating to data subjects in Switzerland. The competent authority is the Federal Data Protection and Information Commissioner, Feldeggweg 1, 3003 Bern, Switzerland.

18.4 United States: Data Privacy Framework

The provisions applicable to the Data Privacy Framework are set out in section 3.2.

18.5 California

If you are a California resident, the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”) may provide you with additional rights regarding our use of your personal information.

Categories of personal information collected. In the preceding 12 months we have collected the following categories of personal information as enumerated in the CCPA: identifiers, including name, postal address, email address, telephone number, account name, internet protocol address and unique online and device identifiers. Personal information categories listed in the California Customer Records statute, including name, address, telephone number and payment information. Commercial information, including records of products or services purchased, licenses held, subscription status and purchasing or consuming histories or tendencies. Internet or other electronic network activity information, including browsing history, search history and information regarding your interaction with our websites, applications and advertisements. Geolocation data, in the form of approximate location derived from your IP address. Professional or employment related information, including your employer, your job title and your business function. Audio and visual information, in the form of call recordings where you have agreed to the recording and, in the identity verification process described in section 10, the image or scan of an identity document. Inferences drawn from the above in order to create a profile reflecting preferences, characteristics, predispositions, behavior and aptitudes, in particular the company assessment and the buying intent score described in sections 6.3 and 6.4. Sensitive personal information, limited to account log-in credentials in combination with the credential required to access the account, government identifiers processed for identity verification purposes as described in section 10, and any information revealing a disability which you voluntarily provide by activating an accessibility profile as described in section 5.11.

Sources, purposes and disclosures. We collect this information directly from you, automatically from your device and your interaction with our Offerings, from our group companies, from our partners and resellers, and from publicly available and commercially available business data sources. We use it for the business and commercial purposes described in this Privacy Policy, in particular in sections 5, 6, 7, 9, 10 and 11. We disclose it for business purposes to the categories of recipients listed in section 13.

Sale and sharing. We do not sell personal information for monetary consideration. However, the use of the advertising and analytics technologies described in sections 6 and 7 may constitute a sale or a sharing of personal information for cross context behavioral advertising under the CCPA, in respect of the categories identifiers, internet or other electronic network activity information, commercial information, geolocation data, professional information and inferences. We do not sell or share sensitive personal information, and we do not use or disclose sensitive personal information for purposes other than those permitted by the CCPA without a right to limit. We do not sell or share the personal information of consumers we know to be under 16 years of age.

Your California rights. You have the right to know and to access the specific pieces and categories of personal information we have collected about you, the right to request deletion, the right to request correction of inaccurate personal information, the right to opt out of the sale and sharing of your personal information, the right to limit the use and disclosure of sensitive personal information, the right to opt out of automated decision making technology to the extent provided by the applicable regulations, and the right not to receive discriminatory treatment for exercising any of these rights. We do not offer financial incentives for the retention or sale of personal information.

How to exercise your rights. You may exercise these rights by contacting [email protected] or by writing to the address stated below. You may opt out of the sale and sharing of your personal information by adjusting your preferences in our consent management platform, which you can reopen at any time using the icon in the lower left area of our websites, and by disabling the Marketing and Analytics categories. We also recognize and honor the Global Privacy Control opt-out preference signal transmitted by your browser or extension. You may use an authorized agent to submit a request, in which case we will require written authorization and may require you to verify your identity directly. We will respond within the periods prescribed by the CCPA, and you may appeal a decision by contacting [email protected] with the subject line “Privacy Appeal”.

Shine the Light. Pursuant to California Civil Code Section 1798.83, residents of the State of California have the right to request from companies conducting business in California certain information relating to third parties to which the company has disclosed certain categories of personal information during the preceding year for the third parties’ direct marketing purposes. Alternatively, the law provides that a company may comply, as WebPros does, by disclosing in its privacy policy that it provides consumers with a choice regarding the sharing of personal information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated in this Privacy Policy, WebPros provides you with that choice before sharing your personal information with third parties for their direct marketing purposes. If you do not opt in, or if you choose to opt out at the time WebPros offers that choice, WebPros does not share your information with the identified third party for its direct marketing purposes.

If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please send your request to [email protected] or write to us at the following mailing address:

WebPros International, LLC

Attention: Privacy

1100 W 23rd St

Suite 153

Houston TX, 77008

[email protected]

Please put the statement “Your California Privacy Rights” in the subject field of your email, or include it in your letter if you choose to write to us at the designated mailing address. You must also include your name, street address, city, state and ZIP code. We are not responsible for notices that are not labeled or sent properly, or that do not contain complete information.

18.6 Other United States states

Comprehensive state privacy laws also apply in a number of other states, including Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Florida, Delaware, Iowa, Nebraska, New Hampshire, New Jersey, Tennessee, Minnesota, Maryland, Indiana, Kentucky and Rhode Island, and further states as their laws come into effect. If you are a resident of one of those states, you have, subject to the specific provisions and exemptions of your state law, the right to confirm whether we process your personal data and to access that data, the right to correct inaccuracies, the right to request deletion, the right to obtain a portable copy, the right to opt out of targeted advertising, of the sale of personal data and of profiling in furtherance of decisions that produce legal or similarly significant effects, and the right not to be discriminated against for exercising those rights. We obtain your consent before processing sensitive data where your state law requires it.

As described in sections 6 and 7, we process personal data for targeted advertising and we engage in disclosures that may constitute a sale of personal data under these laws. We do not use profiling in furtherance of decisions that produce legal or similarly significant effects. You may exercise your opt-out rights through our consent management platform, through the Global Privacy Control signal, or by contacting [email protected]. Where your state law provides a right of appeal against our decision on a request, you may appeal by contacting [email protected] with the subject line “Privacy Appeal”, and if the appeal is denied you may contact your state attorney general.

18.7 Romania

SocialBee LABS SRL is established in Romania. The competent supervisory authority is the Autoritatea Naţională de Supraveghere a Prelucrării Datelor cu Caracter Personal, B-dul G-ral. Gheorghe Magheru 28-30, Sector 1, 010336 Bucharest, Romania.

18.8 New Zealand

Comet Licensing Ltd. is established in New Zealand and the Privacy Act 2020 and the information privacy principles set out in it apply to its processing. You have the right to request access to and correction of your personal information under information privacy principles 6 and 7. Personal information is disclosed outside New Zealand only where the recipient is subject to comparable safeguards in accordance with information privacy principle 12. You may complain to the Office of the Privacy Commissioner, PO Box 10094, The Terrace, Wellington 6143, New Zealand.

18.9 Japan

WebPros Japan K.K. is established in Japan and the Act on the Protection of Personal Information applies to its processing. You may request disclosure, correction, suspension of use or deletion of your retained personal data by contacting [email protected]. The competent authority is the Personal Information Protection Commission.

18.10 Canada

Canada WebPros International, Ltd. is established in Canada and the Personal Information Protection and Electronic Documents Act, together with any applicable provincial privacy legislation, applies to its processing. You may complain to the Office of the Privacy Commissioner of Canada or to the competent provincial authority.

18.11 India

WebPros (India) Pvt. Ltd. is established in India and the Digital Personal Data Protection Act, 2023 applies to its processing as and when the relevant provisions are brought into force. You may contact [email protected] in order to exercise your rights to access, correction, completion, updating, erasure and grievance redressal, and to nominate another individual to exercise your rights.

19. Changes to this Privacy Policy

This Privacy Policy is subject to periodic revision and may be amended by WebPros from time to time if necessary, in particular where our Offerings, the technologies we use or the applicable law change. The version number and the date of the last update are stated at the beginning of this document. Where an amendment is material and affects the processing of your personal data, we will inform you by an appropriate means before the amendment takes effect, for example by a notice on our websites, by email or in your account, and we will obtain your consent again where the amendment requires it. Please review this Privacy Policy periodically for updates. Previous versions are available on request from [email protected].

Technical Support Agreement

IMPORTANT: THIS TECHNICAL SUPPORT AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND WHMCS LIMITED. READ IT CAREFULLY. AMONG OTHER PROVISIONS, IT CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I AGREE” BUTTON AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS TECHNICAL SUPPORT AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE SERVICES. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.

1.Definitions.

1.1 “Agreement”

means this Technical Support Agreement.

1.2 “Applicable Law”

means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.

1.3 “Beta Version”

means any version of the Software released by WHMCS for testing as determined by WHMCS in its sole discretion, including without limitation versions of the Software designated by WHMCS as “BETA”.

1.4 “Effective Date”

has the meaning given in the Support Pricing Agreement.

1.5 “EULA”

means the applicable End-User License Agreement for the Software.

1.6 “Incident”

means a request by you for assistance in addressing a single technical problem relating to the Software. WHMCS shall make the final determination as to what constitutes an “Incident” in its sole discretion.

1.7 “Intellectual Property Rights”

means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under Applicable Law, including all applications for and registrations of any of the foregoing.

1.8 “Licensee”

means, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You

1.9 “Normal Business Hours”

means (a) twenty-four hours a day, seven days a week in the case of technical support related Incidents; and (b) 8:00 a.m. to 5 p.m. Greenwich Mean Time during business days and excluding holidays in the case of billing related Incidents. WHMCS may amend the definition of “Normal Business Hours” from time to time in its sole discretion by providing notice of such change on its website.

1.10 “Priority Support”

means the Services provided by WHMCS to individuals or entities who have purchased Priority Support from WHMCS.

1.11 “Priority Support Fees”

has the meaning given in Section 4 (Priority Support Fees).

1.12 “Scheduled Service Outage”

means a period of time specified by WHMCS during which WHMCS will not provide the Services.

1.13 “Services”

means the technical support services provided by WHMCS in connection with this Agreement whether such services are provided via email, telephone support, the WHMCS website (including without limitation the WHMCS Client Area, the documentation, Frequently Asked Questions or discussion forums located on the website) or by any other means.

1.14 “Software”

means the WHMCS software program(s) for which you are seeking the Services, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third-party components.

1.15 “Standard Support”

has the meaning given in Section 2.7.2 (Eligibility for Submission of Incidents).

1.16 “Submissions”

has the meaning given in Section 3.5 (Submissions).

1.17 “Support Pricing Agreement”

means, as applicable, (a) this Agreement and any other agreement entered into between you and WHMCS for the provision by WHMCS of Technical Support, as applicable, which sets forth (among other things) the term, any applicable support fees and the number of Incidents you may submit under the agreement; (b) any Pricing and Term Agreement entered into between you and WHMCS with respect to the Software which sets forth (among other things) the term, any applicable Support Fees and the number of Incidents you may submit under this Agreement; (c) any technical support provisions of the WHMCS EULA entered into between you and WHMCS; (d) the term, termination and the technical support provisions of any other agreement entered into between you and a WHMCS Licensee or reseller for the provision of technical support services related to the Software. The Support Pricing Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.

1.18 “Term”

has the meaning given in the Support Pricing Agreement.

1.19 “Territory”

means the world, except to the extent that the provision of the Services or the use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).

1.20 “Third Party Users”

means, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.

1.21 “Trademarks”

means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of WHMCS including without limitation the WHMCS logo. WHMCS may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.

1.22 “Unscheduled Service Outage”

means a period of time during which WHMCS is unable to provide the Services or during which it is not commercially reasonable for WHMCS to provide the Services as a result of unforeseen circumstances including but not limited to force majeure events such as those set forth in Section 9.1 (Force Majeure).

1.23 “Updates”

means any bug fixes, patches and other modifications of the Software provided by WHMCS.

1.24 “WHMCS”

means WHMCS Limited.

1.25 “WHMCS Anonymous Usage Data”

means all data collected by WHMCS in connection with the use of the Software by You, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the server upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “WHMCS Anonymous Usage Data” may also include information collected by WHMCS from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.

1.26 “WHMCS Client Area”

means WHMCS’s customer service and Incident tracking system or such successor system as WHMCS may designate from time to time which is presently available at http://www.whmcs.com/members or such other URL as WHMCS may designate from time to time.

1.27 “WHMCS Licensee”

means an individual or entity that has obtained one or more valid licenses for the Software.

1.28 “You” or “Your”

means or refers to the individual or entity entering into this Agreement with WHMCS, whether or not such terms are capitalized in this Agreement.

2.Services.

2.1 Provision of Services by WHMCS.

Subject to the terms and conditions of this Agreement, WHMCS shall use commercially reasonable efforts to provide You with the Services during the Term provided that you have not exceeded (a) the number of Incidents set forth by the Support Pricing Agreement; or (b) a commercially reasonable number of incidents as determined by WHMCS if the Support Pricing Agreement does not specify the maximum number of Incidents. Notwithstanding the foregoing, WHMCS may in its sole discretion elect to provide, to not provide or to provide on a limited basis (a) the Services for Standard Support; and (b) the Services for Beta Versions of the Software.

2.2 Normal Business Hours.

WHMCS shall use commercially reasonable efforts to provide the Services during Normal Business Hours, except in the event of a Scheduled Service Outage or an Unscheduled Service Outage.

2.3 Scope of Services.

WHMCS will provide the Services only in connection with Incidents that it determines are related to the Software or any third-party applications included with the Software. WHMCS will not provide the Services for Incidents that it determines are related to third-party software not included with the Software, operating systems, hardware or networks unless WHMCS determines, on a case-by-case basis and in its sole discretion, that such issues are reasonably related to the Software or any third-party applications included with the Software.

2.4 Web and Email Support.

WHMCS shall use commercially reasonable efforts to provide the Services via its website using the WHMCS Client Area or via email communications. WHMCS shall provide the Services, and all Incidents shall be submitted, in the English language only.

2.5 Location of Services.

WHMCS shall use commercially reasonable efforts to provide the Services at any facility it designates for the provision of such Services. The origin from which a particular Incident is submitted may be located in anywhere in the Territory. WHMCS shall not provide the Services “on site.”

2.6 Submission of Incidents.

2.6.1 WHMCS Client Area. Support must be purchased and all Incidents must be submitted via the WHMCS Client Area.

2.6.2 Submission Details. In order for WHMCS to provide the Services to you, you must provide all information requested by WHMCS with respect to each Incident. If you fail to provide sufficient detail regarding the Incident, WHMCS shall not be obligated to provide the Services to you and the limited warranty of Section 6.2 (Limited Warranty) shall not apply to the Incident.

2.7 Service Levels.

2.7.1 Standard Support. Any Licensee may submit Incidents to the WHMCS Client Area in the Support Center section of the WHMCS Client Area. Standard Support is provided on a “best efforts” basis with no guarantees of response time

2.7.2 Priority Support. WHMCS offers paid support which is available 8 hours a day, 5 days per week and has a 1 hour guaranteed response time during these hours. Any WHMCS Licensee is eligible to purchase Priority Support through the WHMCS Client Area. Pricing for Priority Support may be found in the WHMCS Client Area and is hereby incorporated into this Agreement by reference.

2.7.3 Subscription Requirements. Licensees are required to have a “Support & Updates” subscription enabled in order to receive Standard Support or Priority Support.

2.7.4 Bulk Discounts on Support Fees. If You are interested in purchasing (or prepaying for) bulk Priority Support tickets for multiple Incidents, please contact WHMCS for further details.

2.7.5 Priority of Support. WHMCS will use commercially reasonable efforts prioritize its response to Incidents depending upon the level of support and fees paid applicable to such Incidents. Notwithstanding the foregoing sentence, WHMCS may elect to prioritize its response to a given Incident depending upon the relative severity of the support issues reported in other Incidents pending in the WHMCS Client Area regardless of the type of support applicable to such Incidents.

2.7.6 Escalation of Incidents. WHMCS maintains internal escalation procedures with respect to Incidents. In the event that a WHMCS representative is unable to find a resolution to the Incident (assuming a resolution is commercially feasible), WHMCS will escalate the Incident in accordance with its internal escalation procedures. WHMCS may change its internal escalation system from time to time within its sole discretion.

2.7.7 Support Levels. Subject to Section 2.7.5 (Priority of Support), WHMCS will use commercially reasonable efforts to resolve all Incidents as soon as reasonably possible, but does not make any representations or warranties as to the timeliness of the resolution of any Incident. WHMCS shall resolve all Incidents subject to Section 2.8 (Resolution of Incidents).

2.8 Resolution of Incidents.

In the event that WHMCS resolves your Incident, or makes a determination that no resolution is commercially feasible, WHMCS will provide you notice through the WHMCS Client Area and close the Incident on such system. Alternatively, WHMCS may determine whether a support issue raised in an Incident constitutes a bug in the Software (“Software Bug”) or a request for a new feature (“Feature Request”). If WHMCS determines that a support issue raised in an Incident constitutes a Software Bug or a Feature Request, WHMCS will close the Incident and determine whether such Software Bug or Feature Request should be forwarded to WHMCS’s development team for further consideration and possible correction or inclusion into the Software. Any information, feedback, ideas or suggestions you provide to WHMCS with respect to a Software Bug or Feature Request shall be deemed a Submission. WHMCS shall in its sole discretion determine: (a) whether an Incident has been resolved; (b) whether a resolution is commercially feasible; (c) whether a support issue raised in an Incident constitutes a Software Bug or Feature Request; and (d) whether or not and when to close an Incident. WHMCS will not provide the Services for closed Incidents.

2.9 Support Data.

In order to provide the Services to you, WHMCS may collect information from you including but not limited to: (a) IP addresses, usernames and passwords necessary to login to the FTP, WHMCS Software or other means deemed necessary by WHMCS Staff; (b) the usernames and passwords necessary to login into any account affected by the Incident, including email accounts, WHMCS Licensee accounts, administrative accounts and other accounts; (c) other information that you voluntarily supply or that WHMCS requests in order to resolve your Incident; and (d) WHMCS Anonymous Usage Data ((a) through (d) collectively, “Support Data”). WHMCS will use commercially reasonable efforts to preserve the security of the Support Data by using reasonable physical and electronic security measures (except to the extent WHMCS is required or permitted to disclose, access or use such information by Applicable Law), but WHMCS cannot guarantee the security of such data. To the extent that Applicable Law requires that you obtain any consents, permissions or licenses from third parties or to give any notices or disclaimers to third parties prior your disclosure of Support Data to WHMCS, you agree to comply with such Applicable Laws prior your disclosure of Support Data to WHMCS.

2.10 License Exchange.

You agree that this the terms and conditions of this Agreement and the Support Pricing Agreement shall supersede any prior agreement and between you and WHMCS applicable to any support services provided by WHMCS to you with respect to the Software.

2.11 Conduct.

You agree that any illegal, lewd, abusive, profane or otherwise disturbing submissions by You to WHMCS shall constitute a material breach of this Agreement giving rise to WHMCS’s termination rights in Section 5.2.

3. Intellectual Property Rights.

3.1 Ownership.

WHMCS owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) the Services; and (d) any and all Submissions (collectively, “WHMCS IP Rights”).

3.2 No Contest.

You acknowledge and agree that the WHMCS IP Rights are and shall remain the sole and exclusive property of WHMCS. You agree that You shall never oppose, seek to cancel, or otherwise contest WHMCS’s ownership of the WHMCS IP Rights or act in any manner that would or might conflict with or compromise WHMCS’s ownership of the WHMCS IP Rights, or similarly affect the value of the WHMCS IP Rights. Whenever requested by WHMCS, You shall execute such documents as WHMCS may deem necessary or appropriate to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights. In the event WHMCS is unable, after using its reasonable endeavours (which shall not require WHMCS to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint WHMCS as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect WHMCS’s ownership of the WHMCS IP Rights with the same legal force and effect as if executed by You. In the event You become aware that any third party is, or may be, infringing the WHMCS IP Rights, You agree to notify WHMCS of such fact.

3.3 No Implied License or Ownership.

Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to the WHMCS IP Rights.

3.4 Submissions.

With respect to any feedback, suggestions or ideas (“Submissions”) that you submit to WHMCS concerning the Software, Services, or any of WHMCS’s products or services, you agree that: (a) your Submissions will automatically become the property of WHMCS, without any compensation to you; (b) WHMCS may use or redistribute the Submissions for any purpose and in any way; (c) WHMCS is not obligated to review any Submissions; and (d) WHMCS is not obligated to keep any Submissions confidential.

4 Priority Support Fees.

As a condition of the provision of the Services by WHMCS under this Agreement, you shall pay WHMCS the amounts for Priority Support Fees You agreed to pay via the WHMCS Client Area in accordance with the payment terms contained therein. All Support Fees are subject to change at any time.

5 Term and Termination.

5.1 Term.

This Agreement shall commence on the date of Your execution of this Agreement and shall automatically expire at the end of the Term.

5.2 Termination.

WHMCS may terminate this Agreement (a) in the event of your breach of this Agreement upon 30 days notice to you if such breach remains uncured after the expiration of the 30 day notice period; or (b) immediately without notice in the event of Your material breach of this Agreement. You acknowledge and agree that any breach by You of the following provisions of the Agreement shall each constitute a material breach: (i) any conduct inconsistent with the WHMCS IP Rights as set forth in Section 3 (Intellectual Property Rights); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of this Agreement or your rights and obligations with respect to this Agreement in violation of Section 9.8 (Assignment); (iii) any breach of Section 4 (Fees); and (iv) any breach of your representations and warranties under Section 6.1 (Mutual Representations). Additionally, a material breach by you of any agreement or contract between you and WHMCS, including without limitation a breach of WHMCS’s Trademark Usage Policy, any applicable EULA or the Partner NOC Agreement shall be deemed a material breach of this Agreement and shall give rise to WHMCS’s right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a nonexclusive list.

5.3 Survival.

Sections 1 (Definitions), 3 (Intellectual Property Rights), 4 (Support Fees), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive termination or expiration of this Agreement for any reason.

6 Warranties; Disclaimer.

6.1 Mutual Warranties.

Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the Services and the performance of its obligations under this Agreement.

6.2 Limited Warranty.

WHMCS will use commercially reasonable efforts to resolve any Incident for which you have purchased Telephone Support. If WHMCS determines, pursuant to Section 2.8 (Resolution of Incidents), that it is us unable to resolve the Incident in a commercially feasible manner, WHMCS will refund any Support Fees associated solely with the telephone support.

6.3 Disclaimer.

EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SERVICES ARE PROVIDED “AS IS” AND WHMCS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WHMCS DOES NOT WARRANT THAT THE SERVICES ARE OR SHALL BE ERROR-FREE OR WILL BE PROVIDED WITHOUT INTERRUPTION. IF THE SERVICES ARE DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF WHMCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES.

6.3.1 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.

6.3.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WHMCS, ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.

6.3.3 SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

7.Limitation of Liability.

7.1 Lost Profits; Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHMCS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF WHMCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Total Cumulative Liability; Exclusive Remedy.

EXCEPT FOR AMOUNTS OWED BY YOU TO WHMCS UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHMCS’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY WHMCS FOR THE INDIVIDUAL INCIDENT SUPPORT PURCHASED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY IN SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND WHMCS’S ENTIRE LIABILITY SHALL BE FOR WHMCS TO REFUND THE SUPPORT FEES PAID FOR THAT INCIDENT. THE REMEDIES IN THE FOREGOING SENTENCE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND YOU MUST REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO WHMCS NO MORE THAN TEN (10) DAYS FOLLOWING CLOSURE OF THE TICKET.

8. Indemnification.

You shall indemnify, defend and hold harmless WHMCS and its directors, officers, staff, employees and agents and their respective successors, heirs and assigns and WHMCS affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “WHMCS Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the WHMCS Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of your representations, warranties or obligations under this Agreement; (b) in the event that you submit Incidents on behalf of Licensees, (i) a breach of a Licensees’ representations, warranties or obligations under any provisions in a Third Party User’s support agreement relating to WHMCS, the Software or the Services; and (ii) any Claims based upon or arising from any allegation that a third-party Licensee was harmed due to any termination or suspension of the Services to such user by WHMCS pursuant to the terms and conditions of this Agreement; provided, however, that in any such case WHMCS or its affiliates, as applicable, (x) provide you with prompt notice of any such claim; (y) permit you to assume and control the defence of such action upon your written notice to WHMCS of your intention to indemnify; and (z) upon your written request, and at no expense to WHMCS or its affiliates, provide to you all available information and assistance reasonably necessary for you to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the WHMCS Parties, without WHMCS’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by WHMCS or it affiliates in connection with or arising from any such claim.

9. Miscellaneous.

9.1 Force Majeure.

No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.

9.2 Independent Contractors.

It is the intention of the parties that WHMCS and you are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between WHMCS and you.

9.3 Choice of Law; Venue; Jurisdiction.

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims).

9.4 Entire Agreement.

This Agreement, together with any Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.

9.5 Basis of Bargain.

Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between WHMCS and you and shall inure to the benefit of WHMCS. WHMCS would not be able to provide the Software on an economic basis without such limitations.

9.6 Severability.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9.7 Amendment or Modification.

This Agreement is subject to change without prior notice from WHMCS. You shall be deemed to have accepted any changes or modifications by your continuing use of the Software. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by WHMCS.

9.8 Assignment.

This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety by WHMCS in its sole discretion. In addition, WHMCS may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that WHMCS will remain liable and responsible for any performance or obligation so delegated. A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.

9.9 Waiver.

Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

9.10 Remedies Cumulative.

Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

9.11 No Third-Party Beneficiaries.

This Agreement is made for the benefit of the parties only, and this Agreement is not for the benefit of, and was not created for the benefit of, any third parties. Except for the provisions of Clause 8 which are intended to be enforceable by the Persons respectively referred to therein (each, a “Beneficiary”) by virtue of the Contracts (Rights of Third Parties) Act 1999, the Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement (including without limitation any Third Party Users). Notwithstanding the previous sentence, this Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary

9.12 Notices.

All notices or questions relating to this Agreement shall be directed to: WHMCS Limited C/O TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom. Any notice required to be given under this Agreement shall be deemed given by WHMCS when sent to you by email, telephone, fax or mail to the contact information supplied by you to WHMCS. You may update such information from time to time upon written notice to WHMCS at the address in this Section 9.12. Any failure by you to provide WHMCS with updated contact information will not invalidate the effectiveness of any notice sent by WHMCS to the contact information previously supplied by you.

9.13 Export Controls.

The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.

9.14 Time-Limited Claims.

Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.

Last Updated: September 2013

Imprint

WHMCS Limited

is a limited liability company registered in England & Wales (#6265962)

Address:	c/o TMF, 13th Floor, One Angel Court, London, EC2R 7HJ United Kingdom
Managing Directors:	Dr. Christian Koch, John Kipling
VAT-ID:	VAT GB 927 774 676
Internet:	www.whmcs.com
E-mail:	[email protected]