The following terms of PROTEUSTHEMES Service (“Service”) and end user license agreement (“EULA”) constitute an agreement between you and Proteus Themes, LLC and its affiliates (“PROTEUSTHEMES”). This EULA governs your use of Software and PROTEUSTHEMES Services as defined here and in Terms of use, which this EULA is a part of.
If you do not accept the terms of this EULA, do not install, use or access the PROTEUSTHEMES Services.
By clicking the “ACCEPT” or “ACTIVATE” or similar option in connection with this EULA, you agree to be bound by these terms and conditions not just with respect to PROTEUSTHEMES Services you are obtaining at the time, but also for any additional PROTEUSTHEMES Service you later acquire directly or indirectly through that first PROTEUSTHEMES Service, including new and different PROTEUSTHEMES Services, or updates and upgrades to a prior PROTEUSTHEMES Service, for which you do not accept a separate end user license agreement.
If you do not wish to agree to these terms, please click “DECLINE” or “CANCEL” or “BACK” or any similar option presented with this EULA. If you do so, you will not be able to use PROTEUSTHEMES Services covered by this EULA. If you decline to accept this EULA, or if you are not satisfied with PROTEUSTHEMES Service for any other reason, you may request a refund as described in our Refund Policy.
PROTEUSTHEMES may amend this EULA at any time by notice provided to you in accordance with this EULA, and your continued use of, or decision not to seek a refund for PROTEUSTHEMES Service at any point at least 30 days after the notice date will constitute your acceptance of the amendment of this EULA. PROTEUSTHEMES may require that you accept the amendment of this EULA in order to continue using PROTEUSTHEMES Service you have previously purchased. If you decline to accept the amendment of this EULA, PROTEUSTHEMES may terminate your use of the affected PROTEUSTHEMES Service, in which case any refund is governed by our Refund Policy. Your PROTEUSTHEMES account is for your own use. If you share access to that account or its credentials with third parties, PROTEUSTHEMES may cancel your subscription and account and you are not entitled to any refund. If any damage (direct or indirect) is made to PROTEUSTHEMES due to your actions described in the previous sentence, PROTEUSTHEMES is entitled to claim any damages from you. By downloading, installing, or using the software, you are representing that you purchased the software from an approved source and binding yourself to the EULA. The following terms of the EULA govern your use of the Software (defined below), except to the extent: (a) there is a separate signed contract between you and PROTEUSTHEMES governing your use of the software, or (b) the software includes a separate “click-accept” license agreement or third-party license agreement as part of the installation or download process governing your use of the software. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the signed contract, (2) the click-accept license agreement or third-party license agreement, and (3) this EULA.
If, in the course of acquiring a PROTEUSTHEMES Service you provided PROTEUSTHEMES with an email address and that email address later changes, you must update your user profile to ensure that you receive notices about Subscription Period extensions and other important information about this EULA and the PROTEUSTHEMES Services.
PROTEUSTHEMES may from time to time update any PROTEUSTHEMES Service or replace a PROTEUSTHEMES Service with another PROTEUSTHEMES Service with similar functionality without requesting or obtaining your separate consent, and certain functions may not be available to you while the Update is in process.
PROTEUSTHEMES collects and uses certain information concerning your use of PROTEUSTHEMES Services in accordance with its Privacy Policy.
Before entering into this EULA you represent that you are 18 years of age or older, and are authorized to accept this EULA on behalf of all of the individuals and entities for whom you obtain PROTEUSTHEMES Services.
AGREED TERMS
“Applicable Conditions” with respect to any PROTEUSTHEMES Services, means the Subscription Term for the PROTEUSTHEMES Services and whether that term automatically extends. The Applicable Conditions are specified (i) on the checkout payment page if you obtain the PROTEUSTHEMES Services over the Internet or by other electronic means, or (ii) by email when you purchase the PROTEUSTHEMES Services.
“Authorized Purposes” means with respect to PROTEUSTHEMES Services, building and running websites for yourself or for your clients. A single-theme (Personal) license covers one website. A ProteusClub membership covers unlimited websites. Older plans and promotional deals, such as Theme Club and AppSumo codes, keep the website limit they were sold with. Each website beyond your license’s limit, including each client website, requires its own license. Authorized Purposes do not include resale or redistribution of the PROTEUSTHEMES Services themselves (for example, offering a theme for download or sale on its own or in a bundle).
“PROTEUSTHEMES” means Proteus Themes, LLC, a North Carolina limited liability company.
“Approved Source” means PROTEUSTHEMES (including purchases through its checkout provider, FastSpring) or a marketplace PROTEUSTHEMES has authorized to sell its themes, such as ThemeForest.
“Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner.
“Group Company” means, with respect to PROTEUSTHEMES, an entity controlling, controlled by or under common control with PROTEUSTHEMES.
“Control,” as used in this section, means ownership of more than 50% of the outstanding voting interest of the applicable entity.
A “Person” includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
“Personally Identifiable Information” means information that can be used to uniquely identify, contact, or locate a single individual or can be used with other sources to uniquely identify a single individual including, as applicable under applicable law, personal data (as the term is used by the EU General Data Protection Regulation (GDPR)).
“Privacy Policy” means the PROTEUSTHEMES privacy policy available at https://www.proteusthemes.com/legal/privacy-policy/ as updated from time to time.
“Software” means all software programs distributed, published or otherwise made available by PROTEUSTHEMES or its affiliates. Software also includes Documentation, updates, and upgrades as well as accompanying manual(s) and other written, electronic or online materials or documentation, and any and all copies of such software and its materials, which is part of Service.
“Services” means all Services made available by PROTEUSTHEMES, including but not limited to Services accessed through webpage www.PROTEUSTHEMES.com, by means of a browser or by other online communication methods.
“Software and Services” are collectively referred to as “PROTEUSTHEMES Services”.
“Subscription Term” with respect to each PROTEUSTHEMES Service, means the period beginning on the date you obtain the PROTEUSTHEMES Services and continuing for the term (defined by the passage of time, your use of the PROTEUSTHEMES Services or another metric) specified by the Applicable Conditions.
“Technical Specifications” means the technical documentation applicable to the Software, available at https://www.proteusthemes.com/help/ as updated from time to time.
“Third Party Materials” means software, Services, websites, offers, and promotions or products provided by any third party and governed by Third Party Terms and Conditions.
“Third Party Terms and Conditions” means any license agreements, terms of use, terms of Service, privacy policies and other conditions established by third parties governing access to or use of Third Party Materials.
“Update/Upgrade” means content or code PROTEUSTHEMES deploys to update and/or upgrade PROTEUSTHEMES Services including but not limited to new releases or versions of Software, bug fixes, security fixes and compatibility updates; or any other available update provided by PROTEUSTHEMES from time to time in connection with a PROTEUSTHEMES Service.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this EULA.
LICENSE GRANT
Conditioned upon compliance with the terms and conditions of the EULA, PROTEUSTHEMES grants to you a nonexclusive, non sublicensable and nontransferable license to use for Authorized Purposes the PROTEUSTHEMES Service for which you have paid the required license fees to an Approved Source. Unless otherwise expressly provided in the Documentation or any applicable supplemental license agreement, you shall use the Software solely for Authorized Purposes. No other licenses are granted by implication, estoppel or otherwise. In addition to the limitations established by this EULA you will not (i) copy Software for any purpose other than, as reasonably necessary to use the same as contemplated by this EULA, and to preserve uninstalled/off-line copy for disaster recovery purposes; (ii) install the Software on any operating system not supported by PROTEUSTHEMES, or (iii) remove any copyright, trademark or other proprietary notices from the Software.
GPL Components. The Software includes components licensed under the GNU General Public License version 2.0 or later (“GPL”), including all PHP source code and any other files designated as GPL in the applicable product package. A copy of the GPL is available at https://www.gnu.org/licenses/old-licenses/gpl-2.0.html.
No Restriction of GPL Rights. Nothing in this EULA limits the rights granted under the GPL with respect to GPL Components. Any restriction set forth in this EULA on modification, reverse engineering, transfer, sublicensing, or redistribution does not apply to GPL Components.
Non-GPL Components. Except for GPL Components and third-party components licensed under their own open-source terms, the remaining components of the Software — including but not limited to CSS, SCSS, JavaScript, images, graphics, design assets, and Documentation — are proprietary to PROTEUSTHEMES and are licensed solely under the terms of this EULA.
LICENSE TERM
The license term under this EULA shall commence on the date that you accept this EULA and install or otherwise use the Software and/or PROTEUSTHEMES Services and ends on the earlier date of either your disposal of the Software and/or PROTEUSTHEMES Services or PROTEUSTHEMES’s termination of this EULA. You may terminate the EULA and the license at any time by destroying all copies of Software and any Documentation. Your rights under the EULA will terminate immediately without notice from PROTEUSTHEMES if you fail to comply with any provision of the EULA. Upon termination, you shall destroy all copies of Software and Documentation in your possession or control. All your confidentiality obligations, all restrictions and limitations imposed on you under the section titled “General Limitation” and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this EULA. In addition, the provisions of the sections Limitation of Liability and Limited Warranty shall survive termination of the EULA.
PROTEUSTHEMES, in addition to such other rights as may be available at law, in equity or otherwise, may terminate your license to any or all PROTEUSTHEMES Services without liability (i) for convenience on five (5) days’ prior notice, provided that PROTEUSTHEMES, in its sole discretion, shall for paid PROTEUSTHEMES Services, grant a license for a substantially similar product for the remainder of the Subscription Term, or (ii) for cause at any time without notice.
GENERAL LIMITATION
This is a license, not a transfer of title, to the PROTEUSTHEMES Service, and PROTEUSTHEMES retains ownership of all copies of PROTEUSTHEMES Service. You acknowledge that PROTEUSTHEMES Services contain trade secrets of PROTEUSTHEMES or its licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information and Documentation. Except as otherwise expressly provided under the EULA, you shall only use PROTEUSTHEMES Services in connection with the use of PROTEUSTHEMES Service you purchased from an Approved Source and you shall have no right, and you specifically agree not to:
(i) transfer, assign or sublicense your license rights to any other person or entity (other than in compliance with any PROTEUSTHEMES relicensing/transfer policy then in force) and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void;
(ii) make error corrections to or otherwise modify or adapt the PROTEUSTHEMES Service or create derivative works based upon the PROTEUSTHEMES Service, or permit third parties to do the same, except to customize it for websites built for Authorized Purposes (for example, with a child theme or custom CSS);
(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce PROTEUSTHEMES Service to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that PROTEUSTHEMES is legally required to permit such specific activity pursuant to any applicable open source license;
(iv) use or permit PROTEUSTHEMES Service to be used to provide services to third parties, other than building and running websites for your clients for Authorized Purposes, without the express written authorization of PROTEUSTHEMES; or
(v) disclose, provide, or otherwise make available trade secrets contained within PROTEUSTHEMES Services in any form to any third party without the prior written consent of PROTEUSTHEMES. You shall implement reasonable security measures to protect such trade secrets.
UPDATES/UPGRADES AND ADDITIONAL COPIES.
Notwithstanding any other provision of the EULA: (1) You have no license or right to make or use any additional copies or upgrades unless you, at the time of making or acquiring such copy or upgrade, already hold a valid license to the original PROTEUSTHEMES Service and have paid the applicable fee to an approved source for the upgrade or additional copies; (2) use of upgrades is limited to PROTEUSTHEMES Service supplied by an approved source for which you are the original end user purchaser or otherwise hold a valid license to use PROTEUSTHEMES Service which is being upgraded; and (3) the making and use of additional copies is limited to the websites allowed for Authorized Purposes and to necessary backup purposes. Updates will be deemed a part of the PROTEUSTHEMES Services for all purposes under this EULA. Updates may include both additions to and removals of particular functionality offered by a PROTEUSTHEMES Service or may replace it entirely, and the content and functionality of such updates is at the sole discretion of PROTEUSTHEMES. PROTEUSTHEMES may offer you the option to decline or delay Updates, but you must download and permit installation of all available Updates to obtain maximum benefit from the PROTEUSTHEMES Services. PROTEUSTHEMES may stop providing support for a PROTEUSTHEMES Service until you have accepted and installed all Updates. PROTEUSTHEMES will determine when and if Updates are appropriate and has no obligation to make any Updates available to you. PROTEUSTHEMES in its sole discretion may stop providing Updates for any version of the PROTEUSTHEMES Services other than the most current version, or Updates supporting use of the PROTEUSTHEMES Services in connection with any versions of operating systems, email programs, browser programs and other software with which the PROTEUSTHEMES Services are designed to operate.
PROPRIETARY NOTICES
You agree to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of PROTEUSTHEMES Service in the same form and manner that such copyright and other proprietary notices are included on PROTEUSTHEMES Service. Except as expressly authorized in the EULA, you shall not make any copies or duplicates of any Software without the prior written permission of PROTEUSTHEMES.
EXPORT, RE-EXPORT, TRANSFER AND USE CONTROLS
PROTEUSTHEMES Service or direct products thereof supplied by PROTEUSTHEMES under the EULA are subject to export controls under the laws and regulations of the United States and any other applicable countries’ laws and regulations. Information regarding compliance with export, re-export, transfer and use is part of the Terms of Use. You certify that you are not a person with whom PROTEUSTHEMES is prohibited from transacting business under applicable law.
IDENTIFIED COMPONENTS; ADDITIONAL TERMS
PROTEUSTHEMES Service may contain or be delivered with one or more components, which may include third-party components, identified by PROTEUSTHEMES in Service, readme.txt file, third-party click-accept or elsewhere (the “Identified Component(s)”) as being subject to different license terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, “Additional Terms”) than those set forth herein. You agree to the applicable Additional Terms for any such Identified Component(s).
LIMITED WARRANTY
The Software in PROTEUSTHEMES Service is provided “AS IS”. This limited warranty extends only to the Software you purchased from an Approved Source. Your sole and exclusive remedy and the entire liability of PROTEUSTHEMES and its affiliates under this limited warranty will be, at PROTEUSTHEMES’s option, repair, replacement, or refund of the purchase price of the Software, subject to the condition that any error or defect constituting a breach of this limited warranty is reported to the Approved Source supplying the Software to you within the warranty period. PROTEUSTHEMES or the Approved Source supplying the Software to you may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does PROTEUSTHEMES warrant that the Software is error free or that you will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, PROTEUSTHEMES does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
LIMITATION OF LIABILITY
The liability of PROTEUSTHEMES and its partners is limited as set out in the Terms of Use, which this EULA is part of.
REGISTRATION AND PRIVACY
In order to activate any PROTEUSTHEMES Service, you, or a third party you have authorized to do so on your behalf, may be required to register with PROTEUSTHEMES online. As a material condition for PROTEUSTHEMES to grant the licenses and provide PROTEUSTHEMES Services contemplated by this EULA, you represent that the registration information you or the authorized third party provide to PROTEUSTHEMES (including your e-mail address in particular) is accurate and complete as of the date you register and you will keep it up to date when and if any changes are made. PROTEUSTHEMES collects, uses and shares your registration information only as described in its Privacy Policy.
CHANGES AND MODIFICATION
This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. PROTEUSTHEMES reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on PROTEUSTHEMES’s website. You will be deemed to have accepted such changes by continuing to use the PROTEUSTHEMES Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.