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

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

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WHMCS Limited

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