Terms of Service

1. ACCEPTANCE OF TERMS
Services to you are provided by Wordze, subject to the following Terms of Service ("TOS"). We may update these terms from time to time without notice to or agreement by you. To review the most current version of the TOS at anytime, please go to: http://www.wordze.com/terms.php. In addition, when using particular Wordze services, you shall be subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules will be located on this site, and may be periodically updated. Wordze also may offer other services from time to time that could be governed by separate and distinct Terms of Service. Finally, you may be subject to additional terms and conditions that apply when you use affiliate services, third-party content, or third-party software. You are responsible for being aware of and providing your consent to such additional terms of service.

2. DESCRIPTION OF SERVICE
Wordze currently provides users with keyword research tools.

These services may include certain communications from Wordze, such as service announcements, administrative messages and the Wordze Newsletter. You are hereby notified that these communications are considered to be an integral part of your Wordze membership. You do not have the right to “opt out” of receiving these communications. You further understand and agree that the Wordze services are provided "AS-IS" and that Wordze assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
You are responsible for obtaining access to the Wordze Service, which may involve third-party fees (such as Internet service provider or airtime charges). You are fully responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS
In order to subscribe and maintain your usage of the Wordze Service, you hereby agree to: (a) provide true, accurate, current and complete information about yourself as required by the registration form (such information referred to as the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the event you provide or Wordze has any reasonable grounds upon which to believe that you have provided any information that is untrue, inaccurate, not current or incomplete, Wordze reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any portion thereof, without right of reimbursement of fees paid by you. Wordze is concerned about the safety and privacy of all its users, and will enforce its right to maintain a reputable web-service program. Wordze reserves the right to decline your account application, without reason or cause.

4. MEMBER ACCOUNT, PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your password and account information, and for all activities that occur by users of your password or account, whether or not such use was authorized by you. You further agree to: (a) immediately notify Wordze of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Wordze specifically disclaims any liability, loss, or damages resulting from or related to your failure to comply with this Section.

5. REFUNDS; SUBSCRIPTIONS
Please be advised that once you have subscribed to Wordze that all sales are final. No refunds are available to you, regardless of whether you have accessed and used the service or not.

You also understand, agree and acknowledge that all memberships that are labeled as "subscriptions" are automatically renewed and your credit card will be billed within 24-hours of your advertised billing cycle.

6. INDEMNITY
You hereby understand and agree to indemnify Wordze, its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, and hold them harmless from any claim or demand, including all costs and attorneys' fees, made by any third-party due to or arising out of Content made available through the Service, your use of the Service, your connection to the Service, your right of access to the Service, your violation of any terms of the TOS, or your violation of any rights of a third-party.

7. NO RESALE OR DUPLICATION OF THE WORDZE SERVICE
You hereby understand and agree not to reproduce, duplicate, copy, sell, resell, rename, or exploit for any commercial or non-profit purposes, any portion of the Service, use of the Service, or access to the Service.

8. GENERAL PRACTICES REGARDING USE AND STORAGE
You hereby understand and acknowledge that Wordze may establish general practices and restrictions on use of the Service, including, without limitation, the maximum number of days that a project or other uploaded Content will be retained by the Service, the maximum disk space that will be allotted on Wordze's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You hereby agree that Wordze has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. You hereby acknowledge that Wordze reserves the right to log off accounts that are inactive for an extended period of time. You acknowledge that in order to monitor and improve its service, Wordze uses certain programs that collect search engine-related information from the computers of our users. You further acknowledge that Wordze reserves the right to change these general practices and restrictions at any time, in its sole discretion, with or without notice to you.

9. MODIFICATIONS TO OR DISCONTINUATION OF SERVICE
Wordze reserves the right at any time, to modify, supplement, or wholly discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice to you. You agree that Wordze shall not be liable to you or to any third party if Wordze decides, in its sole discretion, to take any of these actions that may result in a modification, suspension or discontinuance of the Service.

10. TERMINATION OF SERVICE FOR CAUSE
You hereby understand and agree that Wordze may, under certain circumstances and without prior notice, immediately terminate your Wordze account, any associated email address, and access to the Service. Cause for such termination include, but may not be limited to: (a) breaches or violations, or threat thereof, of the TOS or other incorporated agreements, guidelines, or applicable laws, (b) requests made by law enforcement or other government agencies, (c) a request by you (for example, self-initiated account deletions), (d) suspension, discontinuation, or material modification to the Service (or any part thereof), (e) unexpected technical issues or problems, and (f) extended periods of inactivity. Termination of your Wordze account includes: (a) removal of access to all offerings within the Service, and (b) cessation of further use of the Service. Further, you agree that all terminations for cause shall be made in Wordze's sole discretion and that Wordze shall not be liable to you or any third-party for any damages resulting from a termination of your account, any associated email address, or access to the Service.
In the event you breach any term of this Agreement, Wordze reserves the right to deem this contract null and void. Wordze reserves the right to suspend and terminate your subscription with Wordze and your right to use or receive any services or benefits relating to the Wordze program immediately if you breach any term herein, without right of reimbursement of payments made by you to Wordze.

11. WORDZE'S PROPRIETARY RIGHTS
You hereby understand and acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable state and federal intellectual property laws, including but not limited to trademark, copyright, and patent regulations. Except as expressly and previously authorized by Wordze, in writing, you hereby agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part, or in any way infringe upon Wordze’s intellectual property.

12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING TERMS:
1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WORDZE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. WORDZE MAKES NO WARRANTY THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WORDZE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THE TOS.

13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORDZE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LIQUIDATED, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WORDZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

14. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

15. NOTICE
Notices to you may be made via email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you on the Service, and you are responsible for awareness of these notices.

16. FINAL AGREEMENT
The TOS constitutes the entire agreement between you and Wordze and governs your use of the Service. All other oral or written agreements, express or implied, that may have been made to you by Wordze, are hereby superceded.

17. CHOICE OF LAW AND JURISDICTION
The TOS and the relationship between you and Wordze shall be governed by the laws of the State of Virginia without regard to its conflict of law provisions, or your place of residence. You hereby agree to submit to the personal and exclusive jurisdiction of the state court located within the County of Spotsylvania, Virginia. The failure of Wordze to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

18. ATTORNEYS FEES
In the event Wordze is required to enforce the terms of this agreement, you shall be liable for all associated costs and/or attorneys’ fees, including those incurred on appeal.

19. SEVERABILITY
If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS shall remain valid and enforceable to the maximum extent consistent with applicable law.

20. STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

21. MISCELLANEOUS
The section titles in the TOS are for convenience only. They have no binding nor legal effect.