Terms and conditions

Your use of PhraseWorthy’s products, software, services and web sites (referred to collectively as the “Services” in this document) is subject to the terms of a legal agreement between you and PhraseWorthy. “PhraseWorthy” means PhraseWorthy LLC. This document explains how the agreement is made up, and sets out some of the terms of that agreement. These Terms of Service form a legally binding agreement between you and PhraseWorthy in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to below as the “Terms”.

The Parties hereby agree as follows:

  1. Use of the Services by you
    1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to PhraseWorthy will always be accurate, correct and up to date.
    2. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
    3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by PhraseWorthy, unless you have been specifically allowed to do so in a separate agreement with PhraseWorthy. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
    4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
    5. Unless you have been specifically permitted to do so in a separate agreement with PhraseWorthy, you agree that you will not reproduce, duplicate, copy, attempt to create a substitute or similar service through use of or access to, sell, trade or resell the Services for any purpose.
    6. You agree that you are solely responsible for (and that PhraseWorthy has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which PhraseWorthy may suffer) of any such breach.
    7. You agree that you are responsible for your own conduct and Content while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms.
  2. Billing and Payment
    1. If you select a paid Services level, you may choose to subscribe and pay for the Services on either a monthly or annual basis and PhraseWorthy will bill the account administrator in advance for use of the Services. Current pricing for monthly and annual paid levels are as set forth on the PhraseWorthy web site, and PhraseWorthy reserves the right to modify pricing at any time, provided however that PhraseWorthy will notify the account administrator of a paid level account by email prior to any monthly or annual price increase affecting that account. If you upgrade to a higher paid level or tier, PhraseWorthy will credit any remaining balance from your previous subscription payment to your new level or tier. You may choose to discontinue your paid level account at any time; however, PhraseWorthy does not issue refunds for unused subscription periods.
    2. You agree to maintain valid and up-to-date billing information on file with PhraseWorthy. You may update this billing information at any time in your Account settings.
    3. All payments due are in U.S. dollars unless otherwise indicated on the subscription pricing page or invoice.
    4. Credit Card or Debit Card. Fees for accounts where you are paying with a credit card, debit card or other non-invoice form of payment are due at the beginning of the month for which Services will be provided to you. For credit cards, or debit cards: (i) PhraseWorthy will charge you for all fees when due at the beginning of each service month or year, as applicable; and (ii) these fees are considered delinquent if not received at the start of each service month or year.
    5. Invoices. Payments for invoices are due ten days after the invoice date, unless otherwise specified, and are considered delinquent after such date.
    6. Renewal. For paid levels, at the end of each annual or monthly subscription period (as applicable), the Services will automatically renew for an additional year or month, respectively. If you wish to change your subscription level or term, the account administrator must change the settings in the account administration console provided as part of the Services.
    7. Other Forms of Payment. PhraseWorthy may enable other forms of payment by making them available in the account administration and payments page. These other forms of payment may be subject to additional terms which you may have to accept prior to using the additional forms of payment.
    8. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by PhraseWorthy in collecting such delinquent amounts, except where such delinquent amounts are due to PhraseWorthy's billing inaccuracies.
    9. PhraseWorthy will endeavor to notify you (or in the case of a Team account, your account administrator) if your paid account has delinquent fees. If delinquent fees are not paid, PhraseWorthy will automatically downgrade your account to a free PhraseWorthy account and/or suspend your use of the Services.
    10. You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than PhraseWorthy’s income tax) (collectively “Taxes”), and you will pay PhraseWorthy for the Services without any reduction for Taxes. If PhraseWorthy is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide PhraseWorthy with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to PhraseWorthy, you must provide PhraseWorthy with an official tax receipt or other appropriate documentation to support such payments.
  3. Your passwords and account security
    1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
    2. Accordingly, you agree that you will be solely responsible to PhraseWorthy for all activities that occur under your account.
    3. If you become aware of any unauthorized use of your password or of your account, you agree to notify PhraseWorthy immediately at support@phraseworthy.com.
  4. Content in the services
    1. You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to PhraseWorthy (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by PhraseWorthy or by the owners of that Content, in a separate agreement.
    2. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
  5. Proprietary rights
    1. You acknowledge and agree that PhraseWorthy (or PhraseWorthy’s licensors) and its resellers own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by PhraseWorthy or its resellers and that you shall not disclose such information without PhraseWorthy’s prior written consent.
    2. Unless you have agreed otherwise in writing with PhraseWorthy, nothing in the Terms gives you a right to use any of PhraseWorthy’s or its resellers' trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
    3. If you have been given an explicit right to use any of these brand features in a separate written agreement with PhraseWorthy, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.
    4. Other than the limited license set forth in Section 13, PhraseWorthy acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with PhraseWorthy, you agree that you are responsible for protecting and enforcing those rights and that PhraseWorthy has no obligation to do so on your behalf.
    5. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
    6. Unless you have been expressly authorized to do so in writing by PhraseWorthy, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
  6. Publicity
    1. If you have a paid or educational PhraseWorthy account, PhraseWorthy may identify you as a customer on our site or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at support@phraseworthy.com or by sending a letter to PhraseWorthy’s address which is found at the beginning of these Terms. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.
  7. Termination and Refund Policy
    1. This Agreement shall continue until you cancel your subscription or until terminated by PhraseWorthy. You may cancel your subscription at any time. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).
    2. PhraseWorthy may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that PhraseWorthy determines, in its sole discretion, violate this Agreement or the rights of PhraseWorthy or any third party, or is otherwise inappropriate. Without limitation, PhraseWorthy may deny you access to the Services, or terminate this Agreement and your account, if your use of the Services exceeds the 30-day and 24-hour use limitations set forth under the section titled “License.”
    3. Upon termination of your account(s), your right to use the Services and Software and to access the Site and any of its content will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.