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WordPress VIP Terms of Service

These WordPress VIP Terms of Service (“TOS”) and the Order Form in which they are referenced (together, the “Agreement”) shall govern Customer’s use of the Services. By executing an Order Form referencing the TOS, WPVIP and Customer agree to be bound by both the TOS and the Order Form. As used in the TOS, “Customer” means the entity identified as such in the Order Form and “WPVIP” means both WPVIP Inc. and Parsely, Inc. (“Parse.ly”). Parse.ly is a wholly-owned subsidiary of WPVIP Inc.

  1. Order Forms. Subject to the terms of this Agreement, WPVIP will provide Customer the services (“Services”) described in one or more order forms entered into by the parties from time to time under this Agreement (each, an “Order Form”). In the event of any conflict between the TOS and any Order Form, the TOS shall control.
  2. Security. Customer is responsible for maintaining the security of the IDs and passwords it uses to log into its WPVIP accounts. Customer is fully responsible for all activities that occur under its accounts. Customer must immediately notify WPVIP if Customer becomes aware of any unauthorized uses of its accounts or any of its websites hosted by WPVIP (“Sites”), as well as any other breaches of security pertaining to its WPVIP accounts or Sites. Customer is responsible for taking precautions as necessary to protect its environment and systems from viruses, worms, Trojan horses, and other harmful or destructive content.
  3. Content. As between Customer and WPVIP, Customer owns all content that appears on its Sites or is otherwise submitted by Customer to WPVIP. Customer is fully responsible for all actions taken on its Sites. Customer is also fully responsible for all material published or posted to the Sites either by Customer or any third party including all text, graphics, audio files, pictures, video files, computer software and any other material (“Content”). Customer is entirely responsible for any harm resulting from the Content. If Customer elects the Enhanced Distribution setting of the VIP Hosting Service, Customer grants WPVIP a revocable, non-exclusive, transferable, sublicensable, world-wide, royalty-free license to use, reproduce, modify, display, distribute, adapt, and publish the Content in the WordPress.com Reader.
  4. Overburdening Resources. Customer shall not interfere with WPVIP’s business or WPVIP’s ability to provide its services to other customers. Customer shall not use the Services in a manner that places an excessive burden on WPVIP’s network or systems. Customer shall not use or provide open proxies or internet relay chat or use the Services for video streaming. Additional charges may apply if Customer’s use of the Services materially exceeds the use by similarly situated customers. If Customer refuses to make payment of such additional charges, WPVIP may place restrictions on Customer’s use of the Services. Customer may not perform any vulnerability or penetration testing of WPVIP’s network or systems, including Customer’s VIP hosted environment, without WPVIP’s prior written approval.
  5. Parse.ly Services. Sections 5 through 13 only apply to the Parse.ly Analytics and Currents services (“Parse.ly Services”). For clarity, Parse.ly Services are a part of the Services.
  6. Parse.ly Definitions
    1. “Analytics” means the Parse.ly Service that aggregates, organizes, and generates Reports derived from data collected from Customer Monitored Domains and Applications.
    2. “Analytics Reports” means the Analytics reports regarding the Customer Monitored Domains and Applications as prepared by Parse.ly for Customer resulting from Customer’s use of the Parse.ly Services.
    3. “Currents” means the Parse.ly Service that anonymizes, aggregates, organizes, and generates Reports derived from data collected from Participating Customers in the Parse.ly Network.
    4. “Currents Reports” means the Currents reports regarding the Parse.ly Network as prepared by Parse.ly for Customer.
    5. “Customer Data” means data provided by Customer and collected by Parse.ly from Customer Monitored Domains and Applications in its performance of the Parse.ly Service.
    6. “Customer Monitored Domains and Applications” means the domain(s) or application(s) specified in an order form between Parse.ly and Customer (“Order Form”) that are owned by Customer and for which Parse.ly Services will be provided by Parse.ly pursuant to this Agreement.
    7. “Data” means any data used in connection with this Agreement, including Customer Data.
    8. “Documentation” means the user guides and any support material with respect to the Parse.ly Services provided to Customer by Parse.ly.
    9. “Monitored Domains and Applications” means the domains and applications monitored by one or more Parse.ly Services throughout the Parse.ly Network.
    10. “Parse.ly Code” means Parse.ly’s proprietary tracking code that is installed on web pages of the Monitored Domains or installed into the software of the Monitored Applications for the purpose of collecting Participating Customers’ Data), together with any fixes, updates, and upgrades provided by Parse.ly.
    11. “Parse.ly Network” means the network of Participating Customers’ domains and applications monitored by one or more Parse.ly Services.
    12. “Parse.ly Website” means the website operated by Parse.ly at the URLs https://parsely.com, https://www.parse.ly, or any successor site Parse.ly designates, through which the Parse.ly Services, including Reports, may be made available to Customer.
    13. “Participating Customers” means both Analytics customers and Currents customers who allow the Parse.ly Services to aggregate, organize and generate Reports derived from data collected through such customers’ Monitored Domains and Applications.
    14. “Reports” means Analytics Reports and Currents Reports, when used collectively or interchangeably.
  7. Participating Customers. (applicable only to Participating Customers.) Subject to the terms and conditions of the Agreement, Parse.ly grants to Customer during the Term a limited, non-exclusive, non-transferable license: (i) to install, copy, and use the Parse.ly Code, solely in conformance with the Documentation and solely as necessary to operate the Parse.ly Services; (ii) to reproduce and use the Documentation solely as necessary to operate the Parse.ly Services; and (iii) to access, view and download Reports through the Parse.ly Website solely for the purpose of operating and managing the Customer Monitored Domains and Applications.
  8. Currents Customer. (applicable only to customers subscribed to Currents.) Subject to the terms and conditions of the Agreement, Parse.ly grants to Customer during the Term a limited, non-exclusive, non-transferable license: to access, view and download Currents Reports, as provided by Parse.ly.
  9. Registration, User Names and Passwords. To register for the Parse.ly Services, Customer must complete the registration process by providing Parse.ly with current, complete, and accurate information as prompted by the registration form, including a user name and password (“Access Protocols”). The Access Protocols may also include utilizing a third-party authentication provider. Customer may authorize others to access Customer’s account by creating separate Access Protocols for them and associating the Access Protocols with Customer’s account. Parse.ly will rely on the Access Protocols as a method to authenticate authorized users. Unless otherwise provided for in an Order Form, such Access Protocols shall be created for and provided to a human individual user only. Any Access Protocols that are no longer in use by such individual for whom Customer created such Access Protocols must be disabled immediately upon the earliest to occur of the following: (i) such individual is no longer utilizing that individual’s Access Protocols, (ii) such individual has not utilized their Access Protocols for longer than ninety (90) consecutive days, or (iii) this Agreement is terminated. Accordingly, Customer will be responsible for the security of the Access Protocols and be responsible for all activity carried out under Customer’s account using associated user names and passwords. Customer agrees to notify Parse.ly immediately of any known unauthorized use of the Access Protocols or any other known or suspected breach of security.
  10. Customer Data. (Applicable only to Participating Customers.) Except for the rights provided pursuant to this Agreement, Customer owns and retains all intellectual property rights in and to the Customer Data and reserves all right, title, and interest in the Customer Data. Customer hereby grants to Parse.ly (and those Parse.ly works with) a royalty-free, transferrable, sub-licensable, perpetual, and irrevocable worldwide license to use, store, aggregate, reformat, reproduce, transfer, display, disclose, modify, and distribute the Customer Data: (a) during the Term of this Agreement for the purpose of operating, providing and improving the Parse.ly Services; and (b) on a perpetual basis, for the creation and distribution of derivative works, reports and compilations of aggregated data and/or statistics such as reports on Internet trends, provided, however, in any such derivative works, reports and compilations of aggregated data and/or statistics, Parse.ly will maintain the confidentiality of Customer Data and will not publish Customer-specific statistics, but only aggregated trends/rankings and/or references to public Internet content.
  11. Proprietary Rights; Feedback. Except for the limited, express license and access grant provided to Customer pursuant to this Agreement, Parse.ly and its licensors own and retain all intellectual property rights in and to the Parse.ly Code, the Parse.ly Website, the Documentation, the Reports, the Parse.ly Services, including the underlying structure, functions, methods of operation, and ideas relating to the Parse.ly Services, and any and all processes, methods, algorithms, derivative works, aggregations, compilations, data or software developed or created based on, derived from, or incorporating, in whole or in part, any Data, including any and all enhancements or modifications thereto. Parse.ly reserves all right, title and interest in all of the foregoing. Parse.ly may, in its sole discretion, utilize, in any manner Parse.ly deems appropriate, all comments and suggestions, whether written or oral, furnished by Customer to Parse.ly in connection with Customer’s access to and use of the Parse.ly Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer assigns to Parse.ly all right, title and interest, including all intellectual property rights, in and to the Feedback.
  12. Modifications to the Parse.ly Services. Parse.ly reserves the right to change, modify, add to, discontinue, or retire any aspect or feature of the Parse.ly Services at any time without notice. From time to time, Parse.ly may, but is under no obligation to, release upgrades, fixes or new versions of the Parse.ly Services, although these upgrades may not be consistent across all platforms and devices.
  13. Parse.ly Code. Customer agrees to comply with all reasonable Parse.ly requests necessary for its operation of the Parse.ly Services during the Term, including the inclusion of the Parse.ly Code on each page of the Customer Monitored Domains, the integration of the Parse.ly Code in the Customer Monitored Applications, and making available the content using the method Parse.ly reasonably designates. Customer agrees that Customer will not, nor will it permit anyone else to: (a) adapt, alter, modify, improve, translate, or create derivative works of the Parse.ly Code or the Parse.ly Services, including without limitation any Reports (except as authorized herein); (b) attempt to access or download the technology used by Parse.ly to provide the Parse.ly Services (other than the Parse.ly Code as provided by Parse.ly for Customer to use the Parse.ly Services) or reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Parse.ly Services; (c) provide any third party access to the Parse.ly Services or use the Parse.ly Services on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment; (d) transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the operation of the Parse.ly Services; (e) attempt to test the vulnerability of the Parse.ly Services or Parse.ly’s system or network or circumvent any security or authentication measures protecting the Parse.ly Services; (f) remove any proprietary notices or labels in the Reports or the Data; (g) use the Parse.ly Services in any manner detrimental to Parse.ly, including any use of the Parse.ly Code, Parse.ly Services, Documentation, Reports, or Data for the purpose of creating or improving any services or technology that performs similar functions or is competitive with Parse.ly.
  14. Customer Warranties.
    Customer represents, warrants and covenants that:
    1. its use of the Services will be in accordance with the Agreement and all applicable laws and regulations;
    2. neither its use of the Services nor the Content will infringe upon or violate the rights (including intellectual property rights) of any third party;
    3. Customer will post a privacy policy that complies with applicable law on the Sites and will comply with such privacy policies;
    4. Customer has fully complied with any third-party licenses relating to the Content, and has done all things necessary to successfully pass through to end users any required terms;
    5. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
    6. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
    7. the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
    8. Customer has not assigned keywords to its Sites in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and WPVIP may change or remove any description or keyword that it considers inappropriate or unlawful, or that may otherwise cause harm to WPVIP; and
    9. None of Customer’s Sites are directed to children under the age of 13 (as defined by COPPA).

      Without limiting any of the foregoing representations or warranties, WPVIP has the right (though not the obligation) to remove Content from a Site, or suspend or terminate Customer’s use of the Services, to prevent harm to WPVIP or its systems.
  15. Customer Privacy Requirements. Customer will be solely responsible for complying with all applicable laws in connection with the collection, use and sharing of personal information via its Sites. Without limiting the foregoing, Customer will provide all notices, and obtain all consents, as required under applicable law in connection with the collection, use and disclosure of personal information via its Sites.
  16. Copyright and DMCA Policy. If WPVIP receives a notification of copyright infringement pertaining to the Sites under Automattic’s Digital Millennium Copyright Act (“DMCA”) Policy (located at https://automattic.com/dmca-notice/) or otherwise, WPVIP will send such notification to Customer (“DMCA Notification”). Customer will be responsible for taking action with respect to each DMCA Notification within 48 hours by either (a) removing the allegedly infringing Content or (b) determining that the Content at issue is not infringing, notifying WPVIP of the same, and taking sole responsibility for the continued publication of such Content in which case Customer shall be solely liable for any and all damages, expenses and legal fees incurred by Customer, WPVIP and/or third parties as a result of such Content.
  17. Fees and Payment. As consideration for the Services, Customer shall pay WPVIP the fees set forth in the applicable Order Form. WPVIP shall invoice Customer per the schedule set forth in the Order Form and all invoices shall be due and payable within thirty days of receipt of invoice. Invoices may be submitted by both Parse.ly and WPVIP Inc. depending upon the Services purchased. All payments shall be made in US Dollars. Any payments more than thirty days overdue will accrue interest at a rate of 1.5% per month, or if lower, the maximum rate allowed by law, until paid. WPVIP reserves the right to suspend its provision of the Services if Customer fails to timely pay any undisputed amounts due to WPVIP under this Agreement until such amounts have been paid. Customer shall be responsible for all applicable taxes (e.g. sales tax, VAT, GST) imposed by any governmental authority relating to the purchase of the Services (except for any taxes based on WPVIP’s income). WPVIP will issue service credits in the event it fails to meet the Performance Requirement set out in the VIP Cloud Hosting Service Level Agreement located at https://wpvip.com/cloud-hosting-sla-feb-2017/. These service credits are Customer’s sole and exclusive remedy for WPVIP’s failure to meet the Performance Requirement.
  18. Term and Termination. This Agreement begins on the Contract Start Date set forth in the Order Form and shall continue for so long as WPVIP is providing Customer with products or services under such Order Forms. Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of written notice of such breach. If WPVIP fails to achieve a system availability of 98.5% for the VIP Cloud Hosting service over two consecutive 30-day periods, Customer may immediately terminate this Agreement on written notice to WPVIP.
  19. WPVIP Warranties; Disclaimer. WPVIP represents and warrants that: (i) it will perform the Services in a timely, professional and workmanlike manner, and (ii) it will comply with applicable law in connection with the performance of the Services. Other than the warranties set forth in the previous sentence, all Services are provided “as is” and without warranty of any kind from anyone, including, without limitation, any warranty of merchantability or fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed. Further, WPVIP does not warrant results or freedom from bugs or uninterrupted use.
  20. Indemnification.
    1. By Customer. Customer agrees to indemnify, defend and hold harmless WPVIP, and its affiliates, contractors, and licensors, and their respective directors, officers, employees and agents from, and against any and all claims and expenses, including attorneys’ fees, arising out of or related to (i) Customer’s use of the Services, (ii) Customer’s breach of this Agreement, and (iii) the Content, including for any actions it takes or fails to take with respect to a DMCA Notification.
    2. By WPVIP. WPVIP will indemnify, defend and hold Customer, its affiliates, officers, directors and employees harmless from any and all third party claims, and all amounts actually paid to unaffiliated third parties in connection with such claims (including but not limited to, reasonable attorneys’ fees), to the extent that the claim alleges that the Services infringe or misappropriate any U.S. patent or copyright (each, an “Infringement Claim”), provided that Customer promptly notifies WPVIP in writing of the Infringement Claim (provided that any failure to provide prompt notification shall not relieve WPVIP of its indemnification obligations unless such failure results in material prejudice to WPVIP), grants WPVIP the option to assume sole control of the defense and settlement of the Infringement Claim, and provides WPVIP, at WPVIP’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. In the event of any such Infringement Claim, WPVIP may, at its option: (i) obtain a license to permit Customer to continue using the Services; (ii) modify or replace the relevant portion(s) of the Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time; or (iii) terminate this Agreement by providing notice to Customer, and provide Customer with a pro rata refund of any unearned fees prepaid by Customer. Notwithstanding the foregoing, WPVIP will have no liability for any Infringement Claim to the extent that it results from or relates to: (1) modifications to the Services made by a party other than WPVIP or its agents; (2) the combination, operation or use of the Services with equipment, devices, data or software not provided by WPVIP; (3) Customer’s failure to use updated or modified versions of the Services provided by WPVIP to avoid a claim; (4) WPVIP’s compliance with any specifications or requirements provided by Customer; (5) Customer’s use of the Services other than in accordance with this Agreement; or (6) third party or open source software, including the open source WordPress product available at http://wordpress.org. The indemnification obligations set forth in this section are WPVIP’s sole and exclusive obligations (and Customer’s sole and exclusive remedies) with respect to claims that the Services infringe or misappropriate any third party’s intellectual property rights.
  21. Limitation of Liability. Notwithstanding anything else herein or otherwise, and except for bodily injury, neither WPVIP nor any of its suppliers or licensors shall be liable or obligated with respect to the subject matter hereof, or under any contract, negligence, strict liability or other legal or equitable theory, for (i) any amounts in excess of the aggregate of the fees paid to WPVIP hereunder with respect to the applicable product or service during the six month period immediately prior to the cause of action; (ii) any cost of procurement of substitute goods, technology, services or rights; (iii) interruption of use or loss of data, revenue, business, savings, or goodwill; or (iv) for any matter beyond its reasonable control. Neither party shall be liable for any incidental, consequential or punitive damages. The Services are not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance where the failure of product could lead directly to death, personal injury or significant physical or environmental damage. The parties agree that this section represents a reasonable allocation of risk and that WPVIP would not proceed in the absence of such allocation.
  22. Publicity. Customer agrees that WPVIP may use Customer’s name and logo in client listings.
  23. Confidentiality. WPVIP and Customer each acknowledge that they may be furnished with, receive or otherwise have access to information of or concerning the other party that such party considers to be confidential, a trade secret or otherwise restricted. “Confidential Information” means all information, in any form, furnished or made available directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked confidential, restricted, or with a similar designation, or information which, under the circumstances of its disclosure, a reasonable party would deem to be confidential information. Each Party shall maintain as confidential and shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own Confidential Information, but in any event no less than commercially reasonable efforts. The provisions of this Section will not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of Receiving Party; (ii) is already in Receiving Party’s possession without any confidentiality obligations; or (iii) is independently developed by Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information to the limited extent required to comply with law, regulation or court order.
  24. Miscellaneous.
    1. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    2. This Agreement is not assignable or transferable by either party, provided that this Agreement may be assigned in its entirety by either party to a successor in interest, parent or affiliated company, in connection with a sale of all or substantially all of a party’s assets or business, and/or, in the case of Customer, in part pursuant to the sale or transfer of any of the websites that are the subject of the Services provided hereunder.
    3. The provisions hereof are for the benefit of the parties only and not for any other person or entity. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
    4. The Services provided under this Agreement may allow Customer to download, access or use third-party software or services (“Third-Party Services”), including WordPress plugins, themes, or other software applications. The Third-Party Services are provided by third parties independent of the Services provided by WPVIP under this Agreement, and WPVIP is not responsible for the Third-Party Services. Customer will comply with the terms applicable to the Third-Party Services.
    5. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable.
    6. This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement will be made exclusively in the state or federal courts located in San Francisco, California, and both parties hereby submit to the jurisdiction and venue of such courts.
    7. This Agreement (including any other terms and conditions referenced in this Agreement) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. Any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect.
    8. This Agreement may only be amended in a writing signed by both parties.
    9. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney’s fees and costs in connection with such action.
    10. Any provisions which by their nature should survive termination or expiration of this Agreement will survive, including Sections 3, 4, 9, 10-13, and 20-24.
    11. All notices must be in writing and may be sent either by post or courier to the physical address appearing in the Order Form or by email to the email address appearing in the Order Form or such other email address as provided by the party for notice.

Last updated: November 11, 2021

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