Last updated: April 23, 2021
The following Terms of Service govern the usage of content available at or through CMS2CMS website (“Website”) and CMS2CMS service (“Service”), owned and operated by MagneticOne.
By using the Website and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access our Services through your CMS2CMS Account to these Terms of Service.
If you do not agree to these Terms of Service, you may not use the Website or the Service. Violation of any of the terms below will result in the termination of your CMS2CMS Account.
- “Service” means CMS2CMS service, namely, the automated website migration due to the Terms of Service and the Service Level Agreement of the CMS2CMS.
- “Website” means CMS2CMS website at the following link: https://cms2cms.com/.
- “Account” means CMS2CMS Account registered by the CMS2CMS user according to the Account Terms mentioned in these Terms of Service.
- “You” (your, yours, etc.) means the visitor of the Website, the applicant for the CMS2CMS Service, the CMS2CMS user of the Service.
- “We” (us, our, etc.) or “CMS2CMS” also known as MagneticOne (dba CMS2CMS).
- “CMS2CMS trademarks” means “CMS2CMS”, “cms2cms.com” and CMS2CMS logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter of CMS2CMS.
1. GENERAL TERMS
1.1. Acceptance of Terms
1.1.2. The failure of MagneticOne to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service incorporate the entire agreement between you and MagneticOne and govern your use of the Service, superseding any prior agreements between you and MagneticOne (including, but not limited to, any prior versions of the Terms of Service).
1.1.3. You may not assign your CMS2CMS user’s rights or obligations under these Terms of Service without MagneticOne’s prior express written consent.
1.1.4. Should a provision of these Terms of Service be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
1.2. Modification of Terms
1.2.1. MagneticOne reserves the right to temporarily or permanently modify or discontinue these Terms of Service at any time, with or without notice. Any modifications, such as augmentation or enhancement of the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service shall constitute acceptance of the Terms of Service as modified.
1.3. Copyright and Content Ownership
1.3.1. We claim no intellectual property rights over the data you provide to the Service (“Data”). Your profile and data uploaded remain yours. When taking part in surveys or providing testimonials, you agree to allow MagneticOne to publish the Data without your prior consent.
1.3.2. CMS2CMS does not pre-screen Data, but CMS2CMS and its designee have the right (but not the obligation), in their sole discretion to refuse or remove any Data that is available via the Service.
1.3.4. You recognize MagneticOne’s right, title, and interest in and to all CMS2CMS trademarks used by MagneticOne and agree not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair MagneticOne’s right, title, and interest therein, nor shall you cause diminishment of value of CMS2CMS trademarks through any act or representation.
1.3.5. MagneticOne shall own all worldwide rights, titles, and interests (including copyright and other proprietary or intellectual property rights) in and to the Code Content of the CMS2CMS Service.
1.3.6. You understand and agree that MagneticOne’s CMS2CMS Service is proprietary software and is delivered as a SaaS (Software as a Service) model only. CMS2CMS Service may not be transferred, altered, copied or duplicated in any way or for any reason and may only be used by you if you pay for CMS2CMS Service usage according to these Terms of Service.
1.4. License Used
1.4.1. CMS2CMS uses GNU GENERAL PUBLIC LICENSE Version 3 for all of our plugins and extensions, which is authoritative. Read the full license terms and conditions here.
2. SERVICE SPECIFIC TERMS
2.1. Acceptance of Service
2.1.1. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. 2.1.2. While MagneticOne prohibits offensive conduct and content on the Website and Service, you understand and agree that MagneticOne cannot be held responsible for the information you might be exposed to.
2.1.3. You understand that MagneticOne uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
2.1.4. You understand that the technical processing and transmission of the Service, including your Data, may be transferred unencrypted and involve: i) transmissions over various networks; ii) changes to conform and adapt to technical requirements of connecting networks or devices. This does not include payment information, which is transferred encrypted.
2.1.5. You expressly understand and agree that MagneticOne shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if MagneticOne 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.
2.1.6. MagneticOne does not warrant that the Service will meet your specific requirements, be uninterrupted or error-free.
2.1.7. MagneticOne reserves the right, but not the obligation, to verify the correctness, authority and legality of your use of the Service.
2.1.8. MagneticOne’s maximum aggregate liability to you arising out of or in connection with these Terms of Service is limited to the total amount of the fees paid by you to MagneticOne under these Terms of Service.
2.2. Modification of Service
2.2.1. MagneticOne reserves the right to modify or terminate the Service for any reason, without notice at any time. 2.2.2. We may, but have no obligation to, remove Data and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
2.2.3. All prices on the Service are subject to change without prior notice from MagneticOne. If such notice is due, it may or may not be provided at any time by MagneticOne or the Service itself.
2.2.4. MagneticOne shall not be liable to you or to any third party for any modifications, price change, suspension, or discontinuance of the Service.
2.3. User Obligations
2.3.1. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, MagneticOne as a company, or any other MagneticOne service or product.
2.3.2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, usage of the Service, or access to the Service without written permission from MagneticOne.
2.3.3. You must not upload, post, host, or transmit unsolicited e-mail, SMS, or “spam” messages through or to the Service, or on the Website.
2.3.4. You must not transmit any worms or viruses or any code of a destructive nature through the Service or Website. You must not misuse the Website or the Service by knowingly introducing any type of malicious software (namely, “web crawlers”, “web robots”, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware”, or “adware”, or other code which is malicious or technologically harmful, as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, the Service, or the Website, or a computer system, or network, or another device on which such code is stored or installed. You must not attempt to gain unauthorized access to the Service, or the Website, or the server on which the Website is stored, or any server, computer, or database connected to the Website or the Service. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. In the event of such a breach, your right to use the Website will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other malicious software that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or the Service, or to your downloading of any material posted on the Website, or on any website linked to the Website.
2.3.5. If you become aware of any issues with the Service that result in the improper functioning of the Service, you are bound to inform CMS2CMS instantly. If no such notice is provided, the Service cannot be held responsible for the due consequences.
2.3.6. CMS2CMS guarantees the highest Service security standards, therefore you are obliged to follow the highest level of security and control of any third parties or hostile software on your part. Any kind of observance of the rules will result in our inability to provide high-level service, for which CMS2CMS shall not be held responsible.
2.3.7. You shall not perform the following actions when using the Service or the Website, because your performance of any of the following actions is a violation of this Terms of Service:
1) Receiving, processing, storing, or disseminating through the Service any information data that: violates applicable law; infringe anyone’s intellectual property rights; violate the rights and legitimate interests of third parties; contain materials of erotic, pornographic, or offensive nature; contribute to incitement to religious, racial or ethnic hatred.
2) Committing acts that violate the rights, freedoms, honor and dignity of any person. Illegal collection, systematization, storage, or dissemination of personal information.
3) Registration of the Account on behalf of or instead of another person without its proper legal authority. Allowing to use the Account to third parties. Attempt to obtain or gain access to the Account of another user of the Service in any way, including, but not limited to, by deception, abuse of trust.
4) Attempt to obtain or obtaining of unauthorized access to the Website, Service, or its software code.
2.4. Account Terms
2.4.1. When registering a new Account you are bound to meet the following terms:
- You must be 18 years or older to use the Website;
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted;
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process and provide all the necessary details to the support center;
- You are responsible for maintaining the security of your Account and the accompanying password (the “Password”). CMS2CMS cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;
- You are responsible for all the Data posted and activity that occurs under your Account;
- You may not use your Account for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
2.4.2. Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any MagneticOne customer, employee, member, or officer will result in immediate Account termination.
2.4.3. MagneticOne, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other MagneticOne service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to the Account, and the forfeiture and relinquishment of all Content in your Account. MagneticOne reserves the right to refuse service to anyone for any reason at any time.
2.4.4. By providing CMS2CMS with the Account information for any of your websites, you’re agreeing to allow CMS2CMS to login to your account, view all Account information, modify any other settings deemed necessary for automated interaction, and otherwise the compatibility with the Service and/or send a data to/from the Website on your behalf. CMS2CMS does not know, keep or in any other manner get full access to your login and password information, but can only access your Account with your sole permission.
2.4.5. By registering an Account at CMS2CMS Website, you agree to occasionally receive newsletters, updates, information, and notices, etc. with information that we deem to be of interest to the authorized users of CMS2CMS. If you do not want to receive newsletters and updates, you may unsubscribe at any time based on your wish.
2.4.6. A breach or violation of any of the Account Terms as determined in the sole discretion of MagneticOne will result in immediate Account termination.
2.4.7. Your Account can be automatically deactivated if it was not active for a period of 90 calendar days. After you have received an email notification with information about the deletion you have 7 calendar days to follow the instructions (sign in or make API call) to keep the Account active.
2.4.8. If your automatic payment ever fails, you have 14 calendar days to fix payments, or your Account will be suspended.
2.5. Support Terms
2.5.1. Technical support is available via email or live chat. The guaranteed response period is 72 hours (3 business days). The actual resolution period may be longer if the issue is complicated or depending on the volume of requests at any point of time.
2.5.2. Complaints about the accuracy of migrated data can be accepted within 30 days after Full Migration was completed. During this period, the emergence, change, or destruction of data in the database can take place due to website usage. All these changes may distort the results of the migration. Therefore, CMS2CMS must not be held responsible for any of the above-mentioned issues.
2.5.4. You must provide a timely response to the requests made by the Service Support Team. If no response is provided on your side, the issue in question shall be considered exhausted. In this case, we reserve the right to act on the problem using our own judgment or based on the previous agreement.
2.5.5. Technical requests that require additional investigations from our tech engineers will be provided with investigation results within a period of 2 business days. If the technical request is complicated, then we will provide the investigation results within a longer period of time. The investigation results may indicate that additional information or actions are required from you to resolve the issue and you either agree to do so or we cannot be responsible for the migration’s failure.
2.6. Migration Terms
2.6.1. CMS2CMS provides you the demo migration with the aim to see the Service in action.
2.6.2. The Service does not guarantee proper migration of the custom data, fields, or information handled by third-party modules and/or contributions. CMS2CMS supports standard CMS database schemes by default.
2.6.3. The Service does not guarantee the proper presentation of the migrated data on websites using customized themes/templates. The data will be properly displayed only on default themes.
2.6.4. Custom data/fields can be included in the migration process on customer’s demand for an additional charge. On this end, you need to send your request to [support at cms2cms dot com].
2.6.5. Support Service Package includes necessary actions on your current and new websites: uploading additional files via FTP, migration wizard configuration, performing Demo migration. It does not include any customization or fixes service on your side.
2.6.6. After requesting the Support Service Package, you are not allowed to create any other Migrations with the same website information. You are held responsible for restricting all access to your FTP and admin panel, deleting all temporary customers, their password information, etc.
2.6.7. By these Terms of Service you agree not to change, modify, add, or remove portions of Bridge Script source code as it is owned by MagneticOne. You agree not to change bridge files’ and/or folder names. You agree not to use, reproduce, modify, adapt, publish, translate the Bridge Script source code into any form, medium, or technology now known or later developed throughout the universe.
2.7. Payment and Refund Terms
2.7.1. All the prices for the Service are provided in US currency (USD). The Service pricing can be found here: https://cms2cms.com/pricing/.
2.7.2. CMS migration is a one-time service (one migration for one fee).
2.7.3. The Service is billed in advance and is non-refundable.
2.7.4. CMS2CMS provides a full 100% refund if there are any major technical issues with migrated data, this has been verified and confirmed by CMS2CMS engineers and can’t be resolved within 5 business days since the first report by the customer. Please fill the Refund Request Form to initiate the refund procedure. After the refund is made CMS2CMS stops taking any actions regarding refunded migration.
2.7.5. After the Service is completely provided only partial refunds (up to 30%) are possible since computing resources were already consumed.
2.7.6. CMS2CMS doesn’t provide refunds of bonuses, special and limited offers, or other charges which were assessed by the Service.
2.7.7. CMS2CMS does not provide refunds if any kind of issues with the Service were not investigated by CMS2CMS tech engineers.
2.7.8. CMS2CMS doesn’t provide refunds for Migration Insurance Service in case when insurance period has expired and none of the restarts was used.
2.7.9. CMS2CMS does not provide refunds for Assisted Migration Service.
2.7.10. CMS2CMS does not provide refunds for custom data Migration.
2.7.11. CMS2CMS does not provide refunds for Service performance delays that were caused by 3-rd party (hosting provider, CMS vendors, etc.) faults. However, we guarantee full-Service delivery after those issues are being solved.
2.7.12. After the full refund was issued the customer is obligated to delete all the migrated data, including images, MySQL dumps, CSV/XML files, or backups, that contain these files.
2.7.13. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for the payment of all additional financial contributions, excluding only United States (federal or state) taxes.
2.7.14. Discounts are issued in the form of ‘percentage off’ and are offered to customers via promotional emails, advertisements, on-site banners, or third-party communications. You can use one discount code per one order. If you have several coupon codes, choose one with the biggest discount. Discount codes may have a validity period or may be issued for a specific product list. CMS2CMS reserves the right to cancel or change any discount without notice, at any time. All discounts are provided for the migration price only and do not apply to any additional options and services. If you have a discount coupon code but didn’t apply it at the Confirm Migration step then your data migration price won’t include a discount and CMS2CMS won’t provide a refund in this case.
2.7.15. Partners discount will be attached automatically to your Account and doesn’t require any additional coupon codes.
2.7.16. Non-Profit Terms. Please note that non-profit applications are not reviewed daily, and it may be up to a week before you hear back from us. If you have already gone through CMS migration or have purchased a Support Service Package and want to join our program, we are not able to refund your previous purchase.
3. NON-SOLICITATION. NON-COMPETITION.
3.1. You shall not solicit MagneticOne’s employees during the term of the contractual relations between the Parties.
3.2. You shall not use MagneticOne’s Trade Secrets and Confidential Information obtained through the contractual relations between the Parties to provide similar information services to third parties (if otherwise is not agreed between you and MagneticOne).
3.3. You shall not disclose MagneticOne’s Confidential Information obtained through the contractual relations between the Parties (if otherwise is not agreed between you and MagneticOne).
4. GOVERNING LAWS. DISPUTE RESOLUTION
4.1. These Terms of Service shall be governed by the laws of Ukraine. These Terms of Service shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
4.2. If not settled by the negotiations, any dispute, controversy, or claim arising out of or relating to this Terms of Service, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The number of arbitrators shall be one. The place of arbitration shall be Kyiv, Ukraine. The language to be used in the arbitral proceedings shall be English.
If there are any questions regarding these Terms of Service, please contact us.