01. ENGAGEMENT

LexBlog shall provide services (“Services”) to Client that are described in Client’s Order submitted herewith, along with the included Exhibit A. These terms and conditions, together with the Order and its Exhibit A, constitute the agreement of the parties (“Agreement”). Client agrees that the execution of any Order shall constitute the execution of these terms and conditions.

02.  CLIENT REPRESENTATIONS AND WARRANTIES 

The Client represents and warrants that:

  • it has the right, power, and authority to enter into this Agreement;
  • it will not breach any other agreement or infringe any other parties’ rights by entering into or performing its obligations under this Agreement; and
  • it shall perform all of its obligations and duties under this Agreement using reasonable care and skill.

03. LEXBLOG REPRESENTATIONS AND WARRANTIES 

LexBlog represents and warrants that:

  • it has the right, power, and authority to enter into this Agreement;
  • it will not breach any other agreement or infringe any other parties’ rights by entering into or performing its obligations under this Agreement;
  • it shall perform all of its obligations and duties under this Agreement using reasonable care and skill; and
  • it shall ensure and protect the privacy and personal data of Client members by not publishing, selling, sharing, disseminating, or otherwise making available their names or personal information except that information chosen by Client to share publicly on the product; it shall further have commercially reasonable technical and organizational measures in place against unauthorized or unlawful processing of private or personal data and against accidental loss, damage, or destruction to such data;

04. ASSIGNMENT OF PROJECT

LexBlog reserves the right to assign work to subcontractors and Third Party Services under the supervision of LexBlog. Subcontractors shall perform their delegated duties in a professional manner consistent with the terms of this Agreement.

05. SUCCESSORS AND ASSIGNS

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their administrators, successors, and permitted assigns. This Agreement shall not be assignable, delegable, or otherwise transferable by a Party without the prior written consent of the other Party and any attempt to so assign, delegate, or transfer this Agreement without such consent shall be void and of no effect.

06. COUNTERPARTS 

This Agreement may be executed in counterparts, each of which are deemed an original, but all of which together are deemed to be one and the same agreement. The exchange of copies, including signature pages, by facsimile, e-mail, or other means of electronic transmission, constitute effective execution and delivery as to the parties, and may be used in lieu of the original Agreement for all purposes. Signatures transmitted by facsimile, email, or other means of electronic transmission are deemed original signatures for all purposes.

07. INDEPENDENT PARTIES 

The Client and LexBlog are independent parties. Nothing in this Agreement makes a party an agent, employee, joint venture, partner, or legal representative of the other. Neither Party has the authority to bind the other, to incur any liability, or act on behalf of the other, or to direct the employees of the other. The parties may not represent themselves to have any authority to bind the other to any obligation.

08. FORCE MAJEURE 

Neither Party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such Party, including but not limited to, acts of God, terrorism, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), catastrophic or unusual internet delays, earthquakes, and other natural disasters.

09. WAIVERS, DELAYS, AND OMISSIONS 

Any failure by a party to comply with any covenant, agreement, or condition in this Agreement or in any other agreements or instruments executed and delivered pursuant to this Agreement may be waived in writing by the party in whose favor the obligation or condition runs and be effective only to the extent specifically set forth in the waiver. Except as otherwise provided in this Agreement, no delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement upon any breach or default of any other party impairs the right, power, or remedy of the nonbreaching or non-defaulting party, nor shall the delay or omission be construed to be a waiver of any such breach or default, or of (or in) any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

10. AMENDMENT 

This Agreement may be amended only by mutual agreement of the parties in writing.

11. CONFIDENTIALITY 

The Client and LexBlog mutually agree, unless otherwise required as a matter of law (including any judicial or administrative requirement having the force of law), not to disclose any Confidential Information to third parties without the prior written consent of the other, except as permitted under this Agreement. Each Party will take all reasonable measures to protect the secrecy of the other and avoid the disclosure and unauthorized use of the confidential information and, without limiting the foregoing, take at least those measures that it would take to protect its own Confidential Information.

For the purposes of this Agreement, confidential information means any information about the disclosing party’s business or activities that is proprietary or confidential, and includes, without limitation, any and all business, financial, technical and other information relating to a Party, its customers, members, or consultants whether in verbal or written format which is provided by either Party to the other hereunder, and which is: (a) marked or designated as confidential or proprietary, or (b) otherwise known by the receiving party to be confidential or proprietary, or (c) which the receiving party should recognize as being confidential or proprietary due to the circumstances surrounding the disclosure (“Confidential Information”). For purposes of this Agreement, all Client member information provided by the Client in whatever form to LexBlog shall be considered Client Confidential Information. Further, the Parties acknowledge and agree that the terms and conditions of this Agreement are confidential and may not be disclosed without the prior written consent of the nondisclosing Party, such consent not to be unreasonably withheld or delayed.

The Client and LexBlog each may disclose Confidential Information to those of its members, employees, or consultants who: (a) require access to the Confidential Information in order to perform their services under this Agreement, and (b) agree in writing to comply with the use and non-disclosure restrictions applicable to Confidential Information under this Agreement.

If the Client or LexBlog becomes aware of an unauthorized use or disclosure of the Confidential Information, it will immediately notify the other and take, at its expense, all reasonable steps available to recover the Confidential Information, and to prevent its subsequent unauthorized use or dissemination.

12. TRADEMARKS 

LexBlog shall not use the names, trademarks, logos, or other identifying marks of the Client or of any affiliated entity in connection with any solicitation, communication, promotion, advertisement, or in any other manner without the prior written consent of the Client. This Agreement shall serve as prior written consent granting LexBlog the right to use the Client logo on the Client Syndication Portal.

13. MUTUAL INDEMNIFICATION 

LexBlog and Client, including their respective affiliates, permitted assignees, licensees, directors, officers, and employees, shall mutually indemnify and hold the other harmless from all liabilities, claims, demands, costs and judgments (including reasonable attorneys’ fees) and causes of action arising out of or in connection with this Agreement caused by their own failure to abide by the terms and conditions of this Agreement or by their own negligence or willful misconduct or their employees, agents, or invitees.

14. LIABILITY LIMITATION

UNDER NO CIRCUMSTANCES WILL EITHER THE Client OR LEXBLOG BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORSEEABLE OR UNFORESEEABLE, BASED ON THE OTHER’S CLAIMS OR THOSE OF ANY USER OF THE PRODUCTS AND/OR SERVICES OFFERED PURSUANT TO THIS AGREEMENT.

15. COPYRIGHT/LICENSE 

Client acknowledges that any and all LexBlog Content is proprietary to LexBlog. LexBlog hereby grants to Client a limited, non-transferable license to use LexBlog Content solely for purposes of, and only to the extent needed for, maintaining Services ordered. Client further acknowledges that no rights in software, work-up files or computer programs used by LexBlog or licensed to LexBlog (“Third Party Content”) are transferred to Client and remain the property of the respective owners; provided, however, Client shall have a royalty free limited license to use the Third Party Content for purposes authorized under this Agreement. Upon termination of this Agreement or upon any breach hereof by Client, the licenses to use the LexBlog Content and Third Party Content shall immediately and automatically terminate, and Client shall immediately cease any use of such content. LexBlog retains a limited license to maintain and archive Client Content following termination of this Agreement.

16. COPYRIGHT INFRINGEMENT & DMCA POLICY 

As LexBlog asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by LexBlog violates your copyright, you are encouraged to notify LexBlog in accordance with LexBlog’s Digital Millennium Copyright Act (“DMCA”) Policy. LexBlog will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. LexBlog will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of LexBlog or others. In the case of such termination, LexBlog will have no obligation to provide a refund of any amounts previously paid to LexBlog.

17. GOVERNING LAW 

This Agreement is governed and construed in all respects by the law of the State of Washington, without any regard to or consideration of state or federal choice of law provisions.

18. RESOLUTION OF DISPUTES 

Any dispute or disagreement arising between the parties shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”) in King County, Seattle, WA. The laws of the State of Washington shall govern such arbitration before a single arbitrator selected according to AAA rules.

19. SOLE AGREEMENT & SEVERABILITY

This Agreement is the sole agreement between LexBlog and Client regarding Services. The terms of this Agreement apply to all subsequent services ordered, which may be provided by LexBlog upon request by Client. If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision and all other such terms, clauses, and provisions shall survive.

20. U.S. ECONOMIC SANCTIONS 

Client expressly represent and warrant that its use of LexBlog’s Services and or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and LexBlog reserves the right to terminate accounts or access of those in the event of a breach of this condition.

21. RESPONSIBILITY OF CONTRIBUTORS 

By submitting Client Content to LexBlog for inclusion on the Client Syndication Portal, the Client grants LexBlog a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Client Content for the purpose of displaying, distributing, and promoting the Client Syndication Portal. This license allows LexBlog to make publicly-posted content available to third parties selected by LexBlog so that these third parties can analyze and distribute your content in full and for publication through their services.

If the Client deletes Client Content, LexBlog will use reasonable efforts to remove it from the LexBlog network, but Client acknowledges that caching or references to the Client Content may not be made immediately unavailable. Without limiting any of those representations or warranties, LexBlog has the right (though not the obligation) to, in LexBlog’s sole discretion, (i) refuse or remove any Client Content that, in LexBlogs’s reasonable opinion, violates any LexBlog policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of LexBlog to any individual or entity for any reason. LexBlog will have no obligation to provide a refund of any amounts previously paid.

22. SERVICES 

From time-to-time LexBlog may cease supporting aspects of the Services (any such event, an “End of Life”). Should components of the Services come to an End of Life, LexBlog will attempt to replace them with comparable components, but may not be able to do so. An End of Life is not a breach of this Agreement.

Certain aspects of the Services may be in beta form as designated by LexBlog (“Beta Services”). In addition to the disclaimers of warranty set out in this Agreement, the Beta Services are provided on an as-is basis with the express understanding that they may not have been tested, have faults, and may not be as secure as other elements of the Services. Any SLA does not apply to the Beta Services. LexBlog reserves the right to terminate the Beta Services at any time, even if Client has relied on them as a material inducement to enter into this Agreement. LexBlog makes no guarantee that Beta Services will be put into production.

23. ATTRIBUTION 

LexBlog reserves the right to display attribution links such as ‘Powered by LexBlog,’ or the LexBlog

logo in the blog footer or toolbar of the Client Syndication Portal. Footer credits may not be altered or removed regardless of upgrades purchased.

24. BACKUPS AND LOSS OF DATA 

LexBlog does keep backups of all data stored on its servers. LexBlog will provide a backup of that data when asked, but it can not guarantee that it will provide them with all data that is lost. Nor can LexBlog provide guaranteed backups after cancellation of service.

25. LIMITATIONS 

Any use of the Service in violation of these Limitations is strictly prohibited and can result in termination of services. Both parties agree that they will not, under any circumstances:

  • Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including LexBlog and/or Client employees. 
  • Post privileged client information. 
  • Send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site. 
  • Overburden Services. Client may not place excessive burdens on LexBlog’s, or the providers of Third Party Services’, CPUs, servers or other resources or interfere with the services LexBlog provides to other customers. 
  • Share Client Administrators’ passwords, let anyone else access Client accounts, or do anything that might jeopardize the security of Client accounts. Client will not attempt to or actually access the Service by any means other than through the interfaces provided by LexBlog. 
  • Use the Services or Materials to impersonate another person. 
  • Publish Content, or links to Content, that is: 
    • Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another). 
    • Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous. 
    • Contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any LexBlog user to access the Services.

26. SUPPORT 

LexBlog will provide support through a variety of methods (e.g., knowledgebases, forums, chat, phone) (“Support”). During the subscription term, LexBlog will provide technical support services for the Client Syndication Portal. Client will submit support requests to LexBlog’s Support Team via Chat, Email, or Phone.

LexBlog will vet RSS feeds for technical compatibility. If feeds are compatible, LexBlog will handle the processing of new members onto the Client Syndication Portal and will troubleshoot any technical issues for these feeds.

LexBlog Support Staff are available:

Monday through Friday  – 6:00 AM – 5:00 PM, PST

LexBlog has 24/7 monitoring for emergency situations or disruptions in service.

If Client abuses LexBlog support staff or any employee of LexBlog, LexBlog may terminate this agreement and Client’s access to the Services effective immediately.

During LexBlog’s interactions with Client, including while providing Support, LexBlog may solicit or Client may provide feedback about the Services. Client agrees that LexBlog is free to use and disclose this feedback for any purpose, with the express limitation that if LexBlog wishes to use such feedback for commercial marketing purposes, it can do so only with prior written approval from the Client. If LexBlog makes any changes to its current services or products, or develop new products or services, using the feedback, then Client agrees that LexBlog owns all right, title, and interest to such changes or new products or services.

27. FEES 

The charges and terms for the Services are set out on the Order (“Fees”).

LexBlog will issue monthly invoices to Client. All Fees are payable in U.S. dollars.

If payment is not made by or on the due date, LexBlog may charge a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.

LexBlog may be required to collect taxes on the Services. Taxes (excluding taxes on LexBlog’s income) will be added to the Fees and Client agrees to pay them, unless Client provides LexBlog with a valid tax exemption certificate. If Client elects to pay via a wire transfer or credit transfer then Client is responsible for any transfer fees, which will be automatically added to the Fees.

If the Order references any money-back guarantee, this guarantee applies only to LexBlog’s standard Services and not to Third Party Services (e.g., domain names), set up or migration Services, or other Services that are custom or non-standard.

28. GDPR Compliance as Data Processor 

To the extent that Client collects or otherwise acts as a “controller” of “personal data” as that term is defined under the General Data Protection Regulation (“GDPR”), Client agrees that execution of any Order by and between Client and LexBlog shall constitute agreement and execution of the LexBlog GDPR Data Protection Addendum, available here.

Client understands and acknowledges that transfer of personal data by Client to LexBlog constitutes transfer of personal data outside the European Union/EEA. Execution of any Order by Client includes execution of Annex 2 to the LexBlog GDPR Data Protection Addendum, which is countersigned by LexBlog. To opt out of the “Standard Contractual Clauses,” Client must send the following information to LexBlog in a written notice:

  • the full legal name of the Client and any Affiliate that is opting out;
  • if Client has multiple Orders, the Orders to which the opt-out applies;
  • and a statement that Client opts out of the Standard Contractual Clauses.

Beginning May 25, 2018 and thereafter, references to various Articles from the Directive 95/46/EC in the Standard Contractual Clauses below will be treated as references to the relevant and appropriate Articles in the GDPR.

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Client (as data exporter) and LexBlog (as data importer, whose signature appears in Annex 2), each a “party,” together “the parties,” have agreed on the Contractual Clauses (the “Clauses” or “Standard Contractual Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1 to Annex 2.

29. TERM AND TERMINATION 

This Agreement will become effective upon the date of signature by Client and LexBlog (“Effective Date”) and shall continue for a term of one year. Thereafter, this Agreement shall automatically renew for successive terms annually, unless either party provides the other party with at least 15 days written notice of termination, with or without cause, prior to expiration of the term then in effect.

Client agrees to compensate LexBlog in accordance with the Order.  LexBlog may terminate this Agreement or any Order immediately if (i) Client fails to pay for Services on time, (ii) Client’s use of the Services endangers or negatively affects LexBlog’s networks or systems, or inhibits its ability to provide services to its other customers.

Upon any termination or expiration of this Agreement LexBlog will stop providing the Services. This means that Client’s Content may not be available.

If Client terminates this Agreement upon or following expiration of the first-year term, LexBlog will provide to Client, at Client’s request, any graphic design prepared for Client in the completion of the Client Syndication Portal. This includes, header or custom graphics, but not theme files or PSD layouts. Upon termination of this Agreement for any reason, LexBlog will permit Client to remove or copy Client Content and any other content provided to LexBlog by Client.