LexBlog shall provide services (“Services”) to Client that are described in Client’s Order submitted herewith. These terms and conditions, together with the Order, constitute the agreement of the parties (“Agreement”).
02. 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.
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.
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.
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.
06. 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.
07. 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.
08. 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.
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.
10. 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 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.
11. 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 accounts or access of those in the event of a breach of this condition.
12. 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 solely 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 (but not publicly display) your content 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), so long as they use only a portion of your post and they give you credit as the original author by linking back to your website. 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. LexBlog will have no obligation to provide a refund of any amounts previously paid.
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.
LexBlog reserves the right to display attribution links such as ‘Powered by LexBlog,’ or the LexBlog logo in your blog footer or toolbar. Footer credits may not be altered or removed regardless of upgrades purchased.
15. 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.
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.
- Overburden Services You may not place excessive burdens on our, or the providers of Third Party Services’, CPUs, servers or other resources or interfere with the services we provide to other customers. You may not use excessive bandwidth or data transfer. If your Services are unmetered, and your use of them exceeds the use of the Services by similarly situated customers, we may offer to move you to a metered plan. If you refuse to move to a metered plan, we may place restrictions on your use of the Services until your use corresponds with that of similarly situated customers. If the Order sets out an amount of data transfer or number of visitors, you agree not to exceed this amount. If you do, and we choose not to limit your use of the Services, your data transfer or visitors over the contracted amount will be billed at our then-current rate.
- Share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You 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
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.
The charges for the Services are set out on the Order (“Fees”). Fees applicable to any renewal Term will be at our then-current rates. Overages may apply if your use of the Services exceeds your plan limits.
You will be charged the Fees beginning on the Effective Date. Our schedule of payments is set out on the Order; if no schedule is stated, Fees are due in full in advance, except that Fees for applicable overages will be invoiced and charged in arrears. All Fees are payable in U.S. dollars. We will collect the Fees by debiting the electronic payment method that you have provided to us. Credit, debit, or other similar sources of payment may be debited up to one week prior to the due date. You must keep the method of payment current and able to be debited.
If payment is not made by or on the due date, we 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.
We may be required to collect taxes on the Services. Taxes (excluding taxes on our income) will be added to the Fees and you agree to pay them, unless you provide us with a valid tax exemption certificate. If you elect to pay via a wire transfer or credit transfer then you are responsible for any transfer fees, which will be automatically added to the Fees.
If you do not pay on time, we may suspend or terminate the Services and terminate this Agreement. In addition, Third Party Services may be forfeited. We may also send you to collections, and add to the Fees any charges associated with collecting unpaid Fees. If the Services are suspended because we do not receive payment, we will preserve Customer Content in accordance with our normal backup processes and procedures. After that time the Customer Content will be deleted.
If the Order references any money-back guarantee, this guarantee applies only to our 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.
19. THIRD PARTY WEBSITES & THIRD PARTY SERVICES
The Site may contain links to other web sites 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. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your LexBlog account. LexBlog is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a LexBlog account.
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.
20. 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.
Client agrees to compensate LexBlog in accordance with the Order, which is incorporated herein by this reference. Fees applicable to any renewal term, or any subsequent Order for additional services, will be at LexBlog’s then-current rates. If, at the end of first 12 months of service, client is not satisfied with LexBlog’s Performance, Client may terminate the agreement and is entitled to the return of any portion of the annual subscription payments made that the client believes is fair. Additionally, we may terminate this Agreement or any Order immediately if (i) you fail to pay for Services on time, (ii) your use of the Services endangers or negatively affects our networks or systems, violates the law or our AUP, or inhibits our ability to provide services to our other customers.
Upon any termination or expiration of this Agreement we will stop providing the Services. This means that Customer’s Content may not be available.
If Client terminates this Agreement upon or following expiration of the initial 12-month term, LexBlog will provide to Client, at Client’s request, any graphic design prepared for Client in the completion of their website. 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.