Mageworx Terms of Use

Effective date: May 1, 2021

Under the “Products” means MGworx, LLC products which may be purchased through the Platform or other sources such as Magento Marketplace and Shopware Extensions Store.

Under the “you” in these Terms of Use means (i) customers who just using https://www.mageworx.com/ without registration but have not yet purchased Products, (ii) customers who have registered in the Platform, (iii) customers who have already proceeded a checkout and purchased Products though the Platform, and (iv) customers who have purchased our Products though other sources (such as Magento Marketplace and Shopware Extensions Store) or receive access to our Products by other means.

If you are an individual agreeing to the terms of these Terms of Use on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity and “you” and “your” shall refer herein to such entity.

As of the earlier date of (i) registration in Platform, or (ii) purchasing the Product, you agree to be bound by and comply with these Terms of Use, and to bind your authorized customers (such as your employees) and require their compliance with these Terms of Use.

Please note that these Terms of Use may be amended from time to time as set forth herein and your continuing use of the Platform and Products constitutes the consent with the relevant Terms of Use.

• 1.1 License terms. When you purchase the Product in accordance with these Terms of Use and download it, we grant you revocable, non-exclusive, non-transferable, non-sublicensable license to the Product, limited to download, install and use of the Product solely for your own personal or business use, subject the terms set forth in these Terms of Use.
• 1.2 When you purchase a Product, the license to that Product (paid and free) is given to use to only one production Magento / Shopware installation. If you need to install the Product on multiple Magento installations, a purchase must be made of that Product per Magento / Shopware installation. Note: you can install one license to one production Magento / Shopware installation and to any number of staging/dev/test hosts at the same time.
• 1.3 Updates. Each Product comes with free updates for active subscribers and free lifetime updates for purchases made before February 1, 2022. However, we reserve the right to exclude any Product from the sales at any time. In such a case, we will cease to develop and offer any update of such Product. Please note that we determine which updates to make at our sole discretion. Any customization of the Products to your needs is not covered by the updates, and can be done under a separate agreement with us.
• 1.4 Copyright info. You are bound to preserve the copyright information intact, this includes the text/link at bottom.
• 1.5 Resale. You not give away, license, sub-license, sell, rent, lease, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Products, or make the whole Product or part of it available to any third parties, including in the form of a resellable customized solution. In certain cases, we may allow you to resell the Products under a separate agreement with us. If you want to get the permission to resell the Products, contact us at [email protected].

2.1 Unless otherwise specified in the Terms of Use you must not:

• a. Use any part of the Platform and Products in whole or part in any other software or product or website;
• Give, sell, distribute, sub-license, rent, lease or lend any portion of the Platform and Products to anyone. You may not place the Products on a server so that it is accessible via a public network such as the Internet for distribution purposes;
• Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform and Products, in whole or in part;
• Use access to the Platform, Products and any other information for the purpose of building or replicating the Platform, Products, conduct of any other activity that is competing to the Platform’s business;
• Try to interfere with the operation of the Platform, disrupt the process of providing the Platform to other customers, or otherwise try to harm the Platform and/or its customers (DoS, DDoS attack, etc.);
• Use the Platform and Products in any other manner that is contrary to the law

2.2 You undertake to comply with the terms set forth herein and agree that we may take all necessary measures to prevent and cease violations of the Terms of Use including revoking your license without prior notice and any refunds.

• 3.1 You expressly understand and agree that all use of the Platform and Products is at your sole risk and that the Platform and Products are provided “as is”. We do not warrant that the Platform and Products meet your needs or requirements, that access to the Platform and Products will be uninterrupted, fast, secure and error-free. No advice or information, whether oral or written, obtained from the Platform and Products or elsewhere, shall create any warranty not expressly stated in these Terms of Use.
• 3.2 You are solely responsible for any consequences of your use of the Platform and Products including any loss in profit or reputation, loss of data, cost of procurement or other intangible loss.

• 4.1 General rule. We retain all and any rights to the Platform and Products, its components, any content placed in the Platform and other intellectual property, except as expressly granted to you herein.
• 4.2 Trademark ownership. All trademarks, service marks and trade names are owned, registered and/or licensed by us. You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your access or use of the Platform and Products.
• 4.3 Feedback. You understand that any comments, feedback, or ideas you send us are provided on a non-confidential basis and you grant to us a perpetual, worldwide license to use all comments, feedback and ideas you may share with us, without notice, compensation or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services. We reserve the right to publish a selected list of users of our Platform and Products.

• 5.1 Creating the account. You can create the account via the registration form in the Platform without purchasing the Product. Also, your account will be created automatically when you proceed to a checkout before purchasing the Product through the Platform.
• 5.2 Login and password. You will receive a password and login to the provided e-mail. The login and password serve for your identification and are required to access the account. The login and password are confidential information. You are fully responsible for maintaining the confidentiality of the login and password, in particular, to prevent access to your login and password by third parties. Hereby you confirm that you are aware and agree that if any person has been identified within the Platform using your login and password, such person is recognized as you and any activity of such person is considered as your activity. We are not responsible for any consequences that occurred as a result of access by a third party to your account.

• 6.1 Price. Starting February 1, 2022, the Magento Products can be purchased under the annual subscription prices only which are available in the Platform. Please note that the price of the Products may change from time to time, and the actual prices will always be available in the Platform.
• 6.2 Payments conditions. The first-year Magento Product subscription price is paid 100% in advance before purchasing the Magento Product. Second-year and onwards Magento Product price shall equal 60% of the paid first-year purchase price and shall be paid 100% in advance before continuing with access to second-year and onwards subscription.
• 6.3 Payment methods. The Product price can be paid using one of the methods provided in the Platform or Magento Marketplace or Shopware Extensions Store. We are not liable for the hardware and software complex of payment systems of providers and are not responsible for errors in such hardware and software complexes. The payment provider is fully responsible for refunds if the money was written off because of any errors in the hardware and software complex of payment systems operation and the payment was not authorized by the provider.
• 6.4 Receiving the Product. After you have purchased the Product, you will receive lifetime access from your account to the codebase of the Product versions that have been released during your active subscription period. Inactive subscribers will continue to use and customize the Product available in your accounts without having access to the Product versions released after the end of your subscription period. Purchases made before February 1, 2022, reserve the right to access the Product updates free of charge for a lifetime.
• 6.5 Refunds. We offer a 60-day money back guarantee for the first-year subscription purchases. From the date of purchase, you have up to 60 days to notify us that you would like to get a refund of the purchased Product(s) in full volume. Second-year and onwards purchases have 60 days to request a cashback in Mageworx store credits equal to the paid subscription fee back to their accounts. Legal action may be pursued if we determine that you maintained and continued to use the Product(s) after receiving a refund. Installation, product customization and any support work fees are not refundable. Follow this link, to learn more about our Refund Policy.

• 7.1 We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Platform and the Products, without a prior notice to you.

• 8.1 We offer free email/live chat support for our active Products subscriptions purchased through the Platform, Magento Marketplace, Shopware Extensions Store and Amasty Marketplace from February 1, 2022, and continue with free lifetime email/live chat support for our Products purchased before February 1, 2022. To request support, contact us at [email protected].
• 8.2 Before providing the support, we have the right to ask you for confirmation that the Product was purchased from us through the Platform or Magento Marketplace or Shopware Extensions Store (such as order ID) or Amasty Marketplace and may decline in support if it cannot be established that the Product was purchased from us through the Platform or Magento Marketplace or Shopware Extensions Store or Amasty Marketplace.
• 8.3 We may also decline in support if we have reason to believe that you have violated the rules for using the Platform or the Products.
• 8.4 Any customizations are not covered by free technical support. If you are willing to get additional features added to the original Product, a quote will be provided at Mageworx hourly rate.

• 9.1 Indemnification. You agree to hold harmless and indemnify us and our authorized officers, directors, employees, agents, partners, resellers, successors and assigns from and against any third-party claim arising from or in any way related to your breach of these Terms of Use, use of the Platform and Products, or violation of applicable laws, rules or regulations in connection with the Platform and Products, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of any kind and nature.
• 9.2 Indemnification procedure. We will give you notice of any matters giving rise to a claim for indemnification. Immediately after receiving a correspondent notice from us you shall cooperate with us, take control of the defense and investigation of such matters. Particularly, within 10 business days after receipt of the notice with respect thereto at your sole cost and expense you shall employ legal counsel approved by us. We shall not be liable for any settlements, litigation costs or expenses incurred by you. Our failure to cooperate with you will not relieve you of your obligations under this section except to the extent that you can demonstrate that it has been materially prejudiced as a result of such failure. We may participate in and observe the proceedings at our own cost and expense with counsel of our own choosing.

• 10.1 Limitations. You expressly understand and agree that, to the extent not prohibited by applicable law, we shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages incurred by you, however caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. The foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
• 10.2 Cap on liability. In any case our cumulative liability for all claims arising from or relating to the provision of the Platform and Products shall be a maximum of the Products price paid to us by you during the 6 months immediately preceding the event which gave rise to the claim.
• 10.3 Force Majeure. In no event will we be liable or responsible, or be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any term herein, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control (“Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of these Terms of Use, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

• 11.1 Applicable law. Any issue which is not agreed in the Terms of Use will be governed by Minnesota law.
• 11.2 Dispute resolution. The parties will endeavor to resolve all disputes, controversies and claims that may arise in connection with the execution, termination or invalidation of the Terms of Use by negotiations. The party which has any claims and (or) disagreements shall send a message to the other party indicating the claims and (or) disagreements that have arisen. The message is sent to the following e-mail address: to the customer – to the e-mail address provided during registration; to us – to [email protected]. If dispute, disagreement or claim was not solved by negotiations, such dispute shall be resolved in the competent courts by the location of MGworx, LLC.

• 12.1 You have a right to use the Platform and the Products upon the termination of these Terms of Use. Your licenses to the Products will be revoked upon termination of these Terms of Use.
• 12.2 These Terms of Use may be terminated by us at any time without prior notice to you if you fail to use Platform and the Products in accordance with the terms of these Terms of Use (including, but not limited to, obscuring or removing any link or copyright notice).
• 12.3 You may terminate these Terms of Use at any time by destroying all copies of the Products.
• 12.4 Regardless of the party initiating the termination, you shall uninstall and destroy any and all copies of the Products immediately after the termination and (or) receiving the termination notice from us.
• 12.5 Termination of these Terms of Use by any reason does not bind us to return you the amount spent for purchase of the Product.
• 12.6 If you continue to use the Platform and the Products after we give you notice of termination of your right, you hereby agree to accept an injunction to enjoin you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce our revocation of your right and any damages suffered by us because of your misuse of the Platform and the Products.

• 13.1 Severability. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• 13.2 Entire agreement. These Terms of Use is the final, complete and exclusive Terms of Use between you and the Platform with respect to the subject matters hereof and supersede and merge all prior discussions and Terms of Uses between the parties with respect to such subject matters (including any prior Terms of Use).
• 13.3 No waiver of rights. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.
• 13.4 Titles and interpretation. The clauses titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
• 13.5 Independent contractor. Your relationship to the Platform is that of an independent contractor, and neither party is an agent or partner of the other.
• 13.6 Assignment. These Terms of Use and your rights and obligations herein may not be assigned by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign these Terms of Use in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without your consent. The terms of these Terms of Use shall be binding upon assignees.

MGworx, LLC
Address: 222 South Ninth St, Suite 1600, Minneapolis, MN, USA, 55402
e-mail: [email protected]