LexBlog shall provide blog syndication (“Services”) to Member that are described in Member’s Order submitted herewith. These terms and conditions, together with the Order, 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. LIABILITY
In no event will LexBlog be liable to Client or to any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of Services provided, including any copyright, trademark, patent, tort, contract or any other claim. LEXBLOG MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO CLIENT’S DISPLAY, PUBLICATION, OPERATION OR OTHER USE OF THE SITE THAT IS THE SUBJECT MATTER OF THIS AGREEMENT.
03. REPRESENTATIONS
Client represents to LexBlog that any content provided to LexBlog (“Client Content”) is owned by Client or that Client has the permission of the owner to use the Client Content. Client holds LexBlog, its officers and subcontractors harmless from any claim or liability arising out of the use of such content. LexBlog represents to Client that any content, software, code, design features or architecture (“LexBlog Content”) that is provided by LexBlog is owned by LexBlog or that LexBlog has the permission of the owner to use LexBlog Content. LexBlog holds Client harmless from any claim arising out the authorized use thereof by Client under this Agreement.
04. 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.
05. 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.
06. SUBSEQUENT ORDERS
This Agreement shall apply to any subsequent Services ordered by Client. The provisions hereof shall be incorporated by reference into the subsequent Orders. Defined or capitalized terms herein shall have the same meaning in any subsequent Orders, as the context requires.
07. 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.
08. AMENDMENTS
LexBlog may update this Agreement from time-to-time. In the event of a material modification to the Agreement, LexBlog will provide Client with written notice thereof. Client’s continued use of Services constitutes acceptance of any update or change to the Agreement. If Client does not agree to any update or modification, Client may terminate this Agreement in accordance with the termination provisions set forth herein.
09. SOLE AGREEMENT & SEVERABILITY
This Agreement is the sole agreement between LexBlog and Client regarding Services. The terms of this Agreement apply to all subsequent blogs submitted , by Client. If any provision of the Agreement is unlawful, void or for any reason unenforceable, then such provision shall be deemed severable from the Agreement and not effect the remaining terms of the Agreement.
10. US ECONOMIC SANCTIONS
You expressly represent and warrant that your use of our 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 access of those in the event of a breach of this condition.
11. RESPONSIBILITY OF CONTRIBUTORS
If you operate a blog, comment on a blog or post material to a LexBlog website, (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using LexBlog, you represent and warrant that your Content and conduct do not violate these terms. By submitting Content to LexBlog for inclusion on your website, you grant LexBlog a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing, and promoting your blog. 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.
You also give other LexBlog users permission to share your Content on other LexBlog websites and add their own Content to it (aka to reblog your Content).
If you delete Content, LexBlog will use reasonable efforts to remove it from the LexBlog network, but you acknowledge that caching or references to the 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 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.
12. SERVICES
From time-to-time we 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, we 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 us (“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. We reserve the right to terminate the Beta Services at any time, even if you have relied on them as a material inducement to enter into this Agreement. We make no guarantee that Beta Services will be put into production.
13. BACKUPS AND LOSS OF DATA
LexBlog does keep backups of all data stored on our servers. We will provide a backup of that data when asked, but we can not guarantee that we provide them with all data that is lost. Nor can we provide guaranteed backups after cancellation of service.
14. LIMITATIONS
Any use of the Service in violation of these Limitations is strictly prohibited and can result in termination of Services. You agree that you 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 employees.
- Post of Privileged client information.
- Send of unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
- Use the Services or Materials to impersonate another person.
- 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
Publish Content, or links to Content, that is:
15. SUPPORT
We provide support through a variety of methods (e.g. knowledgebase, forums, chat, phone) (“Support”).
If you abuse our support staff or any employee of LexBlog, we may terminate this agreement and your access to the Services effective immediately.
During our interactions with you, including while providing Support, we may solicit or you may provide feedback about the Services. You agree that we are free to use and disclose this feedback for any purpose. If we make any changes to our current Services or products, or develop new products or services, using the feedback, then you agree that we own all right, title and interest to such changes or new products or Services.
16. THIRD PARTY WEBSITES & THIRD PARTY SERVICES
The Site may contain links to other websites owned by third parties (“Third Party Sites”). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. LexBlog is not responsible for any activity occurring within Third Party Services, even if linked on LexBlog.
You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
17. 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 Addnedum, 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.
18. TERM AND TERMINATION
This Agreement will become effective upon the date of signature by Client (“Effective Date”) and shall continue for a term of 12 months. Thereafter, this Agreement shall automatically renew for successive terms of 12 months each, unless either party provides the other party with at least 30 days written notice of termination prior to expiration of the term then in effect, or unless otherwise terminated for cause or by mutual agreement of the parties.