Updated December 3, 2015
You may create Extensions (Skins or Boxes) and license and distribute them however you want, but these Extensions are subject to the terms below:
- You can’t sell, rent, trade, distribute, or otherwise transfer DIYthemes Licensed Software Extensions to anyone else.
- You may not include Thesis or any other Extensions from DIYthemes that are subject to the DIYthemes Software License Agreement or the DIYthemes Software Extensions License Agreement in any Extensions that you create (“Your Extensions”).
- You may include any DIYthemes Extensions that carry an MIT license in your own Extensions. DIYthemes Extensions released under an MIT license will be clearly marked in the Extension files.
- You may use the Thesis API to assist in the creation of Your Extensions while still retaining full copyright to Your Extensions (so long as you have not violated any other terms of this agreement in your code).
- If you use the Licensed Software Extensions with other programs (including WordPress Plugins), we can’t be responsible if it doesn’t act properly.
- In order to qualify for a refund, you must meet the requirements outlined in the Refund Policy for Thesis Extensions.
If you need support, please visit our Customer Support Center.
If you need to contact us for a non-support inquiry or to request a refund, please email us at firstname.lastname@example.org.
Finally, If there is any conflict between this summary and the agreement below, the agreement will govern.
THIS DIYTHEMES SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERNS THE INSTALLATION AND USE OF THE LICENSED SOFTWARE EXTENSIONS DESCRIBED HEREIN. THE INSTALLATION AND USE OF THE LICENSED SOFTWARE EXTENSIONS WILL BE SUBJECT TO THE ORDER DOCUMENT(S).
YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IN ORDER TO DOWNLOAD THE SOFTWARE, REGISTER THE SOFTWARE WITH DIYTHEMES, AND MIGHT OBTAIN LICENSE KEYS (WHEN APPLICABLE) NECESSARY TO COMPLETE THE INSTALLATION PROCESS FOR THE SOFTWARE. BY CLICKING ON THE “I AGREE” BUTTON OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT, OR DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT USES THE SOFTWARE AND ANY PERSON OR ENTITY THAT USES THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF. YOU AGREE THAT THIS AGREEMENT IS EQUIVALENT TO ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS OR A GOVERNMENT AGENCY, DEPARTMENT, OR INSTRUMENTALITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.
THIS SOFTWARE IS BEING LICENSED AND NOT SOLD TO YOU. DIYTHEMES PERMITS YOU TO DOWNLOAD, INSTALL, AND USE THE FUNCTIONALITY OR FEATURES OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
Capitalized terms not otherwise defined herein can be found in Exhibit A.
2. USE OF THE LICENSED SOFTWARE EXTENSIONS IN CONNECTION WITH SOFTWARE PACKAGES
The Licensed Software Extensions may only be used in connection with lawfully licensed copies of Thesis software and the limits of use of the Licensed Software Extensions will be equivalent to the limits of use that apply to Your licensed copies of the Thesis software. You should refer to your license agreement for Thesis software to determine whether You have the Thesis Professional, Thesis Basic, Thesis Basic Plus, or the grandfathered Personal or Developer Option. The use of the Licensed Software Extensions in excess of the rights granted to You in the license agreement for Thesis Software will be a breach of this License Agreement and Your license agreement for the Thesis Software.
3. LICENSE GRANTS
Subject to your compliance with the terms and conditions of this Agreement, including (as applicable) your timely payment of license fees set forth in the applicable Order Document (the “License Fees”), DIYthemes grants to you the following nonexclusive, worldwide, nontransferable, nonsublicensable, revocable, limited licenses during the Term (or such other period of time provided in your Order Document) to use the Licensed Software Extensions solely for your Internal Business Purpose and in connection with Thesis software and in conformance with Your Thesis usage Option.
You agree to assume full responsibility for the performance of Your Extensions, and shall indemnify, hold harmless, and defend DIYthemes (including all of its officers, employees, directors, subsidiaries, representatives, Affiliates, and agents) and DIYthemes’ licensors and suppliers from and against any claims or lawsuits, including attorney’s fees and expenses that arise or result from the creation, existence, or use of Your Extensions. You retain title to and copyright for Your Extensions, subject to DIYthemes’ title to and copyright for the Licensed Software Extensions as specified in the Ownership section below.
4. TYPES AND USES OF LICENSED SOFTWARE EXTENSIONS
The Licensed Software Extensions may be used only as allowed under this Agreement. The licensing applicable to Extensions available from DIYthemes will be indicated in the code of the downloaded Extensions and in the description of the Extensions on the DIYthemes websites.
5. SOFTWARE RESTRICTIONS
You agree not to (a) use Your Extensions except as expressly authorized in this Agreement; (b) copy the Licensed Software Extensions; (c) modify, adapt, or create derivative works of the Licensed Software or any other Extensions from DIYthemes that are subject to the DIYthemes Software License Agreement or the DIYthemes Software Extensions License Agreement; (d) rent, lease, loan, resell, transfer, sublicense (including but not limited to offering any of the functionality of the Licensed Software Extensions on a service provider, hosted, or time-sharing basis), or distribute the Licensed Software Extensions to any third party; (e) repurpose, rename, repackage, or redistribute the Licensed Software Extensions; (f) perform or reveal the results of any unreasonable or unsubstantiated (i.e. lacking sufficient evidence to make claims) benchmark tests or other evaluation of the Licensed Software Extensions, or (g) authorize any third parties to do any of the above. Any consultant, contractor, or agent hired to perform services for you may operate the Licensed Software Extensions on your behalf under these terms and conditions, provided that: (v) you are responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to you; (x) such use is only in connection with your Internal Business Purpose; (y) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (z) you remain fully liable for any and all acts or omissions by such third parties related to this Agreement. Any violation of this Section shall be a material breach of this Agreement, subject to immediate termination of this Agreement for which no notice from DIYthemes shall be required.
DIYthemes, its suppliers, and/or its licensors own all worldwide right, title, and interest in and to the Licensed Software Extensions, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration, and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications, and DIYthemes-created databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information, and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing. Except as expressly stated in this Agreement, DIYthemes does not grant you any intellectual property rights in the Licensed Software Extensions, and all right, title, and interest in and to all copies of the Licensed Software Extensions not expressly granted remain with DIYthemes, its suppliers, and/or its licensors. The Licensed Software Extensions are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove or obscure any copyright, trademark, and/or any other intellectual property or proprietary notices from the Licensed Software Extensions.
7. SOFTWARE LICENSE AND FEES
In order to access and use the Licensed Software Extensions, you are required to pay to DIYthemes the license fees set forth in your Order Document (the “License Fees”). Any failure to pay the License Fees may result in automatic revocation and termination of this Agreement and all rights and licenses granted hereunder in DIYthemes’ sole discretion. With the exception of Section 8 (Licensed Software Extensions Refund), all License Fees are non-refundable once paid.
8. MAINTENANCE AND SUPPORT
DIYthemes offers the Extensions “as is” and with no implied meaning that they will function exactly as you would like or will be compatible with all 3rd party components and WordPress Plugins.
In addition, we do not provide support for WordPress or other WordPress Themes or Plugins that we have not developed.
Technical support is available in the Customer Support Center. If you need to contact us for a non-support inquiry, please email our representatives at email@example.com.
DIYthemes does not warrant any support or maintenance information found in the members-only community forums, and you use that information at your own risk.
9. LICENSED SOFTWARE EXTENSIONS REFUND
Under certain circumstances, DIYthemes may grant a refund on Licensed Extensions. In order to qualify for a refund, you must meet the requirements outlined in the Refund Policy for Thesis Extensions.
In addition, you acknowledge that the Licensed Software is provided on an “as is” basis, and DIYthemes disclaims any warranty or liability obligations to you of any kind with respect to the Licensed Software.
10. WARRANTY DISCLAIMER
DIYTHEMES, ITS AFFILIATES, LICENSORS, AND SUPPLIERS PROVIDE THE LICENSED SOFTWARE EXTENSIONS AS-IS AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU AGREE THAT, AS BETWEEN YOU AND DIYTHEMES, YOU ARE RESPONSIBLE FOR THE ACCURACY AND QUALITY OF YOUR DATA INPUT INTO ANY LICENSED SOFTWARE EXTENSIONS. BECAUSE THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES OR JURISDICTIONS, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, DIYTHEMES’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO DIYTHEMES UNDER THE APPLICABLE ORDER DOCUMENT GIVING RISE TO SUCH LIABILITY IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL DIYTHEMES BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE LICENSED SOFTWARE EXTENSIONS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE EXTENSIONS, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT DIYTHEMES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, DIYTHEMES WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE FUNCTIONS OF THE LICENSED SOFTWARE EXTENSIONS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. DIYTHEMES IS ACTING ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING, AND LIMITING OBLIGATIONS, WARRANTIES, AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSES.
DIYthemes may terminate this Agreement (and your license rights) upon notice in the event that you breach any provision of this Agreement and have not cured the breach during such notice period. Notwithstanding the foregoing, a material breach of any license granted to you shall be grounds for immediate termination. DIYthemes may also terminate this agreement if you violate the Website Conduct provision (Section 3) of the Terms of Service Agreement. Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you agree to immediately cease using the Licensed Software Extensions and destroy all copies of the Licensed Software Extensions, including any documentation, and other DIYthemes proprietary or confidential information in your possession or control. If DIYthemes finds necessary cause, DIYthemes may remotely erase system files if You do not comply with these terms. As a consequence, please store any files in the provided and designated user folders or risk deletion. DIYthemes provides this warning as a courtesy and does not warrant and will not indemnify the loss of any data.
In the event of termination of this Agreement, DIYthemes will have no obligation to refund any License Fees or other fees received from you during the Term.
Section 1 (Definitions), Section 3 (solely with respect to indemnity), Section 6 (Ownership), Section 10 (Warranty Disclaimer), Section 11 (Limitation of Liability), Section 12 (Termination) and Sections 3 (Severability) through 16 (General) shall survive termination of this Agreement.
Unless otherwise provided herein, all rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
You agree that DIYthemes may publish a brief description highlighting your deployment of the Licensed Software Extensions and identify you as a DIYthemes customer on any of DIYthemes’ websites, client lists, press releases, and/or other marketing materials.
15. THIRD PARTY CONTENT DISCLAIMER
Some of the DIYthemes Extensions and content (“Third-Party Content”) in the DIYthemes Store or in the support forums are submitted by third parties. Such Third-Party Content is the sole responsibility of the originator of that Third-Party Content. DIYthemes is not responsible for any Third-Party Content, whether or not DIYthemes reviewed or moderated such Third-Party Content. You agree that you bear all risks associated with using or relying on the Third-Party Content. DIYthemes does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Third-Party Content, regardless of who originated that content (including our employees, partners, Affiliates, or moderators), and even if an application is designated as “DIYthemes Approved”. DIYthemes hereby disclaim all warranties, including but not limited to any implied warranties of merchantability, quiet enjoyment, integration or fitness for a particular purpose, relating to Third-Party Content. DIYthemes shall not be liable or responsible in any way for any loss or damage of any kind, including direct damages and indirect damages, including but not limited to compensatory damages, lost profits, loss of use, data, business interruption, costs of procuring substitute software, or other indirect or consequential damages, relating to your use of or reliance upon any Third-Party Content.
16. CHOICE OF LAW AND DISPUTES
This Agreement will be considered as having been entered into in the State of Texas, and will be interpreted exclusively in accordance with the laws of the State of Texas. The parties to this Agreement irrevocably and unconditionally consent to the exclusive jurisdiction and venue of the state and Federal courts located in Travis County, Texas, in connection with any action related to this Agreement.
All notices required or permitted under this Agreement or any Exhibit hereto will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth in the applicable Order Document(s) or to such other address as may be specified by either party to the other party in accordance with this Section. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. DIYthemes may assign this Agreement in whole or in part to (i) an Affiliate, upon written notice to you (such notice to be delivered electronically or otherwise) or (ii) in connection with an internal reorganization or in connection with a merger, acquisition, or sale of all or substantially all of DIYthemes’ assets. Any attempt to assign this Agreement other than as permitted herein will be null and void; provided, however, DIYthemes may assign its rights to receive payment due as a result of performance of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement, along with any additional terms incorporated herein by reference, including any Order Documents and any Exhibits hereto, constitute the complete and exclusive understanding and agreement between the parties and supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to their subject matter. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. Any terms and conditions contained or referenced by either party in a quote, purchase order, acceptance, invoice, or any similar document purporting to modify the terms and conditions contained in this Agreement shall be disregarded and have no effect unless otherwise expressly agreed to by the parties in accordance with the preceding sentence.
- “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly Controls or is Controlled by such person or entity, from time to time, but only for so long as such Control exists. “Control” and its grammatical variants means (i) a general partnership interest in a partnership, or (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors.
- “Enhancements” means any updates, upgrades, releases, fixes, enhancements, or modifications to the Licensed Software Extensions.
- “Extensions” mean any separate downloadable suite, add-on, command, function, or application, including any example module, which extend the Thesis Software.
- “Internal Business Purpose” means the use of any of the Licensed Software Extensions, as applicable, only for Your internal business use with Your systems, networks, devices, and data. Such use does not include use of Your systems, networks, or devices as part of services You provide for a third party’s benefit.
- “Order Document(s)” mean the purchase order or any equivalent ordering document and the order confirmation that detail the components, solutions, and quantities of your purchase of the Licensed Software.
- “Licensed Software Extensions” means Thesis software extensions licensed through DIYthemes. This includes, but is not limited to, any Skins, Boxes, Skin Mods, or any Enhancements thereof that are licensed under the DIYthemes Software Extensions License Agreement.
- “DIYthemes” means DIYthemes, LLC, a Texas Limited Liability Company, located in Austin, Texas, with a PO box of 5429, Austin, Texas 78763.
- “Thesis API” means the documentation and functionality included with the Licensed Software which enable the creation of Extensions.
- “DIYthemes Extensions” mean any Extensions downloadable from the My Account area of DIYthemes’ website.
- “Your Extensions” mean any Extensions you’ve created that work with Licensed Software from DIYthemes.