1. ENGAGEMENT


LexBlog shall provide services (“Services”) to Client (“SBA”) that are described in SBA’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”). SBA agrees that the execution of any Order shall constitute the execution of these terms and conditions.

 

  1. SBA REPRESENTATIONS AND WARRANTIES

 

The SBA 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.

 

  1. 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 SBA 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;

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. INDEPENDENT PARTIES

 

The SBA 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.

 

  1. 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.

 

  1. 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.

 

  1. AMENDMENT

 

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

 

  1. CONFIDENTIALITY

 

The SBA 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 SBA member information provided by the SBA in whatever form to LexBlog shall be considered SBA 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 SBA 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 SBA 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.

 

  1. TRADEMARKS

 

LexBlog shall not use the names, trademarks, logos, or other identifying marks of the SBA 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 SBA. This Agreement shall serve as prior written consent granting LexBlog the right to use the SBA logo on the SBA Syndication Portal.

 

  1. MUTUAL INDEMNIFICATION

 

LexBlog and SBA, 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.

 

  1. LIABILITY LIMITATION

 

UNDER NO CIRCUMSTANCES WILL EITHER THE SBA 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.

 

  1. COPYRIGHT/LICENSE


SBA acknowledges that any and all LexBlog Content is proprietary to LexBlog. LexBlog hereby grants to SBA a limited, non-transferable license to use LexBlog Content solely for purposes of, and only to the extent needed for, maintaining Services ordered. SBA 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 SBA and remain the property of the respective owners; provided, however, SBA 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 SBA, the licenses to use the LexBlog Content and Third Party Content shall immediately and automatically terminate, and SBA shall immediately cease any use of such content. LexBlog retains a limited license to maintain and archive SBA Content following termination of this Agreement.

 

 

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. SOLE AGREEMENT & SEVERABILITY


This Agreement is the sole agreement between LexBlog and SBA regarding Services. The terms of this Agreement apply to all subsequent services ordered, which may be provided by LexBlog upon request by SBA. 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.

 

  1. U.S. ECONOMIC SANCTIONS


SBA 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.

 

  1. RESPONSIBILITY OF CONTRIBUTORS 


By submitting SBA Content to LexBlog for inclusion on the SBA Syndication Portal, the SBA grants LexBlog a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the SBA Content for the purpose of displaying, distributing, and promoting the SBA 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 SBA deletes SBA Content, LexBlog will use reasonable efforts to remove it from the LexBlog network, but SBA acknowledges that caching or references to the SBA 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 SBA 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.

 

  1. 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 SBA 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.

 

  1. 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 SBA Syndication Portal. Footer credits may not be altered or removed regardless of upgrades purchased.

 

  1. 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.

 

 

 

  1. 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 SBA 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. SBA 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 SBA Administrators’ passwords, let anyone else access SBA accounts, or do anything that might jeopardize the security of SBA accounts. SBA 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.

 

  1. 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 SBA Syndication Portal. SBA will submit support requests to LexBlog’s Support Team via Chat, Email, or Phone.