Thanks for using Whole Child 365. Please read these Terms carefully.
By using Whole Child 365 or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Whole Child 365 (“Agreement”).
A few definitions to help you understand these Terms:
Whole Child 365 (“Whole Child 365,” “we,” or “us”) is an online marketing and subscription platform (the “Service”) offered through the URL www.wholechild365.com (“Website”) that allows you to, among other things, create and receive educational activities and information via email. Whole Child 365 is a Georgia limited liability company. Whole Child 365 has independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).
If you don’t agree to these Terms, you must immediately discontinue your use of the Service.
Whole Child 365 uses Mailchimp and Shopify to provide certain features of the Service, and, as a result, we are contractually obligated to make our Members aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the MailChimp Terms of Service and Shopify Terms of Service.
If you have any questions about our Terms, feel free to contact us.
ACCOUNT 1. Eligibility In order to use the Service, you must:
- be at least eighteen (18) years old and able to enter into contracts;
- complete the registration process;
- agree to these Terms;
- provide true, complete, and up-to-date contact and billing information; and
- not be based in Cuba, Iran, North Korea, Syria, or any other country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country.
Whole Child 365 may refuse service, close accounts of any users, and change eligibility requirements at any time.
When you sign up for the Service and agree to these Terms, the Agreement between you and Whole Child 365 is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Whole Child 365 account, subscription, or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. Signing up for a subscription and and clicking the “Subscribe” button means that you’ve officially “signed” and accepted the Terms. If you sign up for the Service on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
3. Terminating your subscription
You or Whole Child 365 may terminate the Agreement at any time and for any reason by terminating your Whole Child 365 account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. Once your subscription is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it.
5. Account and Password
We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account or subscription, and when you access and use the Service, is and will remain complete and accurate.
6. Monthly Subscription
When you sign up for a Monthly subscription, you agree to recurring billing. Billing occurs on the same day each month, based on the date that you started the Monthly Plan. Billing for Monthly Plans may be paused, and you may choose to close your account permanently at any time.
Our charges for Monthly Plans are posted on our Website and may be changed from time to time. If any part of a month is included in the Term, then payment is due for the full month. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”).
7. Credit Cards
As long as you’re a Member with a paid account or otherwise have an outstanding balance with us, you’ll provide us with valid credit card information and authorize us to deduct the monthly charges/a one-time fee against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. If your credit card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new credit card. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and suspend your account until your payment can be processed.
We’ll give you a refund for a prepaid month if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund from us under any other circumstances. We may, at our sole discretion, offer a refund if a Member requests one.
9. Charges for Add-Ons
If you use an Add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the Add-on is active.
10. Billing Changes
We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.
11. Proprietary Rights Owned by Us
You will respect our proprietary rights in the Website and the software used to provide the Service (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property).
12. Proprietary Rights Owned by You
14. Limitation of Liability
To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. In any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
In addition, for the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of our Acceptable Use Policy, regardless of whether we terminate or suspend your account due to such violation.
15. No Warranties
To the maximum extent permitted by law, we provide the Website and the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Website and/or Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (a) your Content, (b) your use of the Service, (c) your violation of any laws or regulations, (d) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (e) any misrepresentations made by you, or (f) a breach of any representations or warranties you’ve made to us.
17. Legal Fees and Expenses
If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover all reasonable legal fees, expenses, and any damages or other relief we may be awarded.
18. Equitable Relief
If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
19. Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team aren’t responsible for the behavior of any third parties, linked websites, or other Members.
21. Notice to U.S. Government End Users
The Software and Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
- only as Commercial Items,
- with the same rights as all other end users, and
- according to the Terms.
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
23. Choice of Law
The State of Georgia’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. Any dispute related to the Agreement or the Service itself will be decided by the state and federal courts in Fulton County, Georgia, and each party will be subject to the jurisdiction of those courts.
24. Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.
28. Amendments and Waiver
Amendments or changes to the Agreement won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
29. No Changes in Terms at Request of Member
Because we have so many Members, we can’t change these Terms for any one Member or group.
30. Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
31. Notification of Security Breach
In the event of a security breach that may affect you, we’ll notify you of the breach once we have determined, in our discretion, that it occurred and will provide a description of what happened.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, 3535 Peachtree Rd, Suite 502-208, Atlanta, Georgia, 30305, or any addresses as we may later post on the Website.
33. Entire Agreement
The Agreement and any Additional Terms you’ve agreed to by enabling any Add-ons make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.
Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.
Updated August 22, 2018.