GENERAL TERMS OF USE

Last updated: April 24, 2019.

1. Introduction
   1. These General Terms of Use (the “General Terms”), together with any Additional Terms (as defined below), form the legally binding agreement between you and Logicblock, Inc., a Georgia corporation (“Logicblock”) with respect to your use of the products, services and software made available by Logicblock (collectively, the “Services”). As used herein, the term “you” refers, as the context requires, to the individual person accessing and using the Services, and/or to the corporation, limited liability company, partnership or other form of business entity with which such person is employed or otherwise affiliated that has subscribed for one or more Services (the “Subscriber”). Subscriber is responsible under this Agreement for the acts and omissions of all of its employees and independent contractors with respect to the Services.
   2. In addition to these General Terms, the use of the Services is governed by additional terms and conditions (“Additional Terms”) set forth in (a) Logicblock’s Acceptable Use Policy and Privacy Policy, available at http://www.logicblock.com/legal/acceptableuse and http://www.logicblock.com/legal/privacy respectively, (b) any invoice delivered to Subscriber for payment for the Services, (c) any legal notice or update with respect to the Services made available to you within, or through the use of, the Services, and (d) any other written agreement between you and Logicblock which, by its terms, incorporates or is incorporated into this Agreement. As used in this document, the term “Agreement” means, collectively, these General Terms and all Additional Terms. In the event of any conflict between the terms set forth in the Additional Terms or these General Terms, then the term set forth in the Additional Terms will control.
2. Acceptance of Agreement; Changes to Terms
   1. In order to use the Services, you must first agree to be bound by this Agreement. You may not use any Services if you do not accept the terms of this Agreement. By doing any of the following, you agree to be bound hereby: (a) clicking to accept or agree to the General Terms when such option is made available to you in the registration process or user interface for any Service; (b) entering into a written agreement incorporating or incorporated into these General Terms; (c) remitting payment on any invoice incorporating or incorporated into these General Terms; or (d) actually using any Service.
   2. LOGICBLOCK RESERVES THE RIGHT, FROM TIME TO TIME, TO MAKE CHANGES TO THESE GENERAL TERMS OR TO ANY ADDITIONAL TERMS. WHEN SUCH CHANGES ARE MADE, LOGICBLOCK WILL MAKE A NEW COPY THEREOF AVAILABLE AT http://www.logicblock.com/legal/ AND THROUGH THE USER INTERFACE FOR EACH AFFECTED SERVICE. IF YOU CONTINUE YOUR USE OF THE SERVICES AFTER THE DATE ON WHICH SUCH CHANGES ARE MADE, YOU WILL BE DEEMED TO HAVE ACCEPTED THOSE CHANGES AS AN AMENDMENT OR SUPPLEMENT TO THE AGREEMENT.
3. Registration; Account Security and Access
   1. In order to access and use the Services, you may be required to provide Logicblock with information about yourself. You represent and warrant that all such information will be accurate at the time provided, and you agree to update such information as necessary to maintain its accuracy.
   2. You agree to maintain the confidentiality of all login and password credentials provided for your use of the Services. Such information is not transferable, and you are responsible for all activity performed through your account. If you become aware of any unauthorized use of your password or of your account, you must notify Logicblock immediately at http://www.logicblock.com/contact-us/.
   3. In connection with your use of the Services, you agree that you solely are responsible for (a) determining whether the Services are appropriate to meet your desired results; (b) assuring proper configuration, installation, operating system release level and power supply for your computers and other systems used to connect to the Services; (c) except to the extent otherwise agreed to in writing, training and supervising your authorized employees and contractors in their use of the Services; and (d) establishing adequate backup procedures with respect to all information and data generated through the Services.
4. Fees and Payment
   1. An initial invoice for the Services will automatically be generated at the time you register for a Service. The initial invoice will include setup, design, initiation or similar fees as well as the first periodic recurring fee for the selected Service(s). Additional invoices will be automatically generated for so long as your subscription to a Service remains active or amounts remain due. All amounts are billed in advance and due in full upon presentation of the applicable invoice. All amounts paid are non-refundable, subject to the limited warranty below. Logicblock will not commence any setup, design, initiation or similar work until the applicable fees are paid in full.
   2. All payments shall be in U.S. dollars and made online or as shown in an invoice. Alternatively, you may authorize automatic recurring payments by providing credit card or other payment account information. You will remain responsible for all payments due hereunder even if funds cannot be charged to the account you provide, and you agree to pay for any expenses incurred by Logicblock in connection with rejected charges.
   3. Any prices shown at the time of registration are exclusive of all sales, use, excise, license or other tax. If such tax is or becomes applicable, such amounts will be added to your invoice, and you are responsible for the payment of such amounts.
   4. If any amounts due hereunder are not paid within thirty (30) days of the invoice date, a late fee may be charged on any undisputed past-due amounts at a rate not to exceed the lesser of 1.0% of the unpaid balance per month or the maximum amount permitted by law. All reasonable costs and expenses, including but not limited to attorneys’ fees, court costs and service charges, incurred by Logicblock in collecting payment shall be payable by you.
   5. The payment terms included in this Section 4 may be modified in a specific written agreement between you and Logicblock.
5. Term; Renewal and Termination
   1. Commencement; Automatic Renewals. The term of this Agreement commences upon your completion of the registration process and will continue until terminated as set forth herein. At the end of the applicable initial term for each particular Service to which you subscribe, unless previously terminated in accordance with this Agreement, your subscription for such Service will automatically be renewed, at the then-current price, for an additional period equal to the term that is then-ending. Except for monthly services, Logicblock will notify you at least thirty (30) days in advance of a new term beginning and, if you wish to avoid an automatic renewal, you must notify Logicblock before the end of your then-current term.
   2. Right to Terminate. This Agreement or your subscription to any particular Service may be terminated by you for any reason upon thirty (30) days’ prior written notice. Logicblock may terminate this Agreement immediately upon notice to you if you commit any violation of this Agreement (including the Acceptable Use Policy or any other Additional Terms) and such violation remains uncured more than ten (10) days following Logicblock’s notice of violation to you (unless the violation is not curable, in which case termination shall be effective immediately upon notice). In addition, Logicblock may terminate this Agreement or your subscription to a particular Service in the event Logicblock, in its sole determination, elects to discontinue offering or otherwise materially changes the features of one or more Services to which you are subscribed (a “Fundamental Service Change”).
   3. Effect of Termination. Upon the effective date of termination of this Agreement or your subscription to any particular Service, you agree to immediately cease use of any terminated Service and to return any software, documentation or other property licensed, loaned or leased to you by Logicblock in connection therewith. You agree to certify your compliance with the foregoing requirement upon Logicblock’s reasonable request.
   4. Charges Following Termination. Certain Services are provided on a month-by-month basis; others are based on an annual or other minimum subscription period. In the event of any termination of this Agreement or of your subscription to a particular Service for any reason other than a Fundamental Service Change, you will remain responsible for the payment of all fees that would otherwise be due for the remainder of any applicable minimum subscription period. If no minimum period is applicable, Service charges will continue to accrue and be due until the end of the billing period in which the termination is effective. You acknowledge that such payments are not a penalty but represent payment for Logicblock’s costs and compensation for the loss of its bargain. You hereby authorize Logicblock to charge any credit or debit card of yours that it has on record for such payments, and you agree to remain responsible for such payments even if Logicblock is unable to complete such charges directly.
   5. Bundled Services. If Subscriber subscribes to more than one Service and was offered a “bundle” price at the time of registration, then Logicblock shall have the option, in its sole discretion, to treat your termination of one bundled Service as a termination of all bundled Services. Alternatively, Logicblock may continue the provision of the non-terminated Services, and you agree to pay the then-current standalone price therefor from such date forward. Notwithstanding anything to the contrary herein, if Logicblock terminates a bundled Service in connection with a Fundamental Service Change, then you shall have the option, exercisable within thirty (30) days of such termination only, to also terminate any other Services to which you also subscribe without penalty.
6. Proprietary Rights; Confidentiality
   1. You acknowledge and agree that Logicblock (or its licensors) owns all right, title and interest in and to the Services and all of the intellectual property embodied therein, including all copyrighted works, trademarks, service marks, patents, inventions, know how or trade secrets, whether registered or not, and wherever such rights may exist throughout the world. Such items are protected by international, federal and state laws relating to intellectual property. Logicblock hereby grants to the Subscriber, for use only during the term of this Agreement and only by Subscriber’s employees and independent contractors in their service to the Subscriber, a non-exclusive, non-transferable (except as set forth herein), non-sublicensable license to use the software and other intellectual property contained in the Services to which Subscriber subscribes, solely in conjunction with the authorized use of Services as described in this Agreement. You shall not, directly or indirectly, copy, modify, clone, create any derivative work of, reverse engineer, decompile or otherwise attempt to access the source code of any part of the Service, and Logicblock shall have the right to block your access to the Services in the event your use interferes with the operation and utilization of any Service by any other party, provided Logicblock uses reasonable efforts to provide advance notice and opportunity to cure unless Logicblock, in its sole discretion, determines that a cure period is not reasonable. Logicblock, for itself and its licensors, expressly reserves and retains all right, title and interest in and to its and their respective proprietary information and materials, including but not limited to, all intellectual property rights not expressly granted hereunder.
   2. Notwithstanding the foregoing, you shall retain the copyright and any other rights you already hold in any content which you submit to, post on or display through the Services, including product images and descriptions and customer information. By submitting, posting or displaying any content, (a) you grant Logicblock a non-exclusive, royalty-free license to use such information for the purpose of providing the Services, and (b) you represent and warrant that you have all rights necessary or appropriate to disclose, submit and use such content in the manner contemplated by use of the Services and that such use will not violate the rights of any third party, including proprietary or privacy rights. In addition, you acknowledge and agree that Logicblock may perform analytic computations on transaction data derived from the Services and that the results thereof may be used in services available to other Logicblock customers, so long as no transaction specific or personally identifiable information is revealed.
   3. Notwithstanding Section 6.1, to the extent you register or subscribe for Logicblock’s logo and website design Services, you shall obtain certain rights to the results of such Services as set forth in this Section 6.3. Specifically, upon payment of all applicable fees, you will own any copyright, trademark or service mark rights embodied in the final logo selected by you as part of the Services. You will also own the intellectual property rights, if any, to the overall look and feel of the final implementation of the website design created for and accepted by you as part of the Services. You acknowledge, however, that Logicblock retains all rights to any logo or design work product generated prior to your acceptance of a final logo as well as to all individual components of the website design (other than final logos). You further acknowledge that Logicblock does not undertake as part of the Services any search, inquiry or investigation into the intellectual property rights of others with respect to the product of its design services, and you shall be solely responsible for performing such searches and otherwise perfecting your rights in the final designed product created hereunder including, without limitation, submitting any applications for trademark or copyright registration.
7. Limited Warranty; Disclaimer and Limitation of Liability.
   1. Logicblock warrants that the Services will be provided in a good and workmanlike manner in accordance with Logicblock’s published specifications. Your sole remedy, at law, in equity or otherwise, for any interruption or deficiency in the Services shall be a prorated credit to Subscriber of Subscriber’s subscription charge for each affected Service for each day in which your ability to access and utilize such Service was materially impaired, and (b) if such interruption or deficiency is material and continues for a period of thirty (30) consecutive days or more, to terminate this Agreement or the applicable Service subscription without further payment obligation. Any claim or cause of action of yours arising out of or related to this agreement or any service must be filed within one (1) year after the date on which such claim or cause of action first arose or such claim shall be forever barred.
   2. YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SET FORTH IN SECTION 7.1, NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR STATUTORY, IS GIVEN BY LOGICBLOCK WITH RESPECT TO THE SERVICES OR ANY OTHER MATTER, AND ALL SUCH WARRANTIES AND ASSURANCES ARE HEREBY DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS “AS-IS,” AND THAT NEITHER LOGICBLOCK NOR ANY OF ITS PARTNERS MAKES ANY REPRESENTATION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PERFORM WITHOUT ERROR OR INTERRUPTION, NOR DO THEY GIVE ANY ASSURANCE WITH RESPECT TO THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES.
   3. IN NO EVENT SHALL LOGICBLOCK OR ANY OF ITS AFFILIATES BE LIABLE TO YOU, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOST OR DAMAGED DATA, LOST BUSINESS OPPORTUNITY, OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, NOR FOR ANY CLAIM MADE AGAINST YOU BY ANY THIRD PARTY, EVEN IF LOGICBLOCK OR ITS AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. LOGICBLOCK’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY SUBSCRIBER TO LOGICBLOCK RELATING TO THE AFFECTED SERVICES.
8. Indemnity. You agree to indemnify, defend and hold harmless Logicblock and its affiliates, and each of their respective successors, directors, managers, officers, employees and agents (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, claims, damages or expenses, whether direct, incidental, indirect or special in nature (including all attorneys’ fees and costs of investigation) resulting from, or arising out of or in connection with, this Agreement or your use of the Services.
9. Third Party Partners. Certain Services, including application for SSL certificates, may involve the provision of services or products from one or more third party partners of Logicblock. You authorize Logicblock to disclose information related to your account to such third parties as Logicblock deems necessary in connection with providing the Services, and to enroll or otherwise register you for such third-party services or products. Logicblock acts only as your agent in such circumstance, and your relationship with such third parties will be governed by separate terms and conditions that they provide directly to you, or that Logicblock provides as a matter of convenience only. You agree that such terms and conditions shall not negate or otherwise alter this Agreement between you and Logicblock.
10. Miscellaneous.
    1. Assignment. Neither this Agreement nor any rights, duties or interest herein shall be assigned, transferred, subcontracted or sublicensed by you, by operation of law or otherwise, without Logicblock’s prior written consent. Any such action without consent shall be void ab initio and shall constitute a material breach hereunder entitling Logicblock to terminate this Agreement. Notwithstanding the foregoing, Logicblock may condition its provision of Services to any transferee upon Logicblock’s approval of transferee’s creditworthiness and the payment by the transferee of a re-licensing or setup fee. Subject to the foregoing, this agreement shall be binding on and inure to the benefit of each party’s successors and assigns.
    2. Severability; Waiver; Remedies. If any provision of this Agreement is determined to be unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired. Any waiver by any party of a breach of any of the provisions of this Agreement must be in writing to be effective and shall not operate as a waiver of any subsequent breach. All remedies provided herein are cumulative and not exclusive, and the election of one remedy shall not preclude pursuit of any other.
    3. Survivability. The following provisions shall survive any expiration or termination of this Agreement for any cause: Section 5.3, Section 5.4, and Sections 6 through 10, inclusive.
    4. Force Majeure. In no event will Logicblock be liable hereunder for failure or delay in the performance of a required obligation if such failure or delay is caused by acts of nature, strikes, acts of terrorism, war, riot or other civil disturbances, compliance with governmental laws or orders, delay or performance failure by third parties (including suppliers), or other events which are beyond the reasonable control of Logicblock, provided that Logicblock gives prompt written notice of such condition and resumes its performance as soon as reasonably possible.
    5. Entire Agreement; Amendment. This Agreement (including all exhibits, addendums, and schedules hereto, all of which are hereby incorporated by reference) comprises the entire understanding, agreement and representations of the parties concerning the subject matter hereof, and supersedes all prior writings, discussions, representations and understandings with respect thereto. Any additional or different terms or conditions proposed by you, contained in any purchase order or any payment instrument are rejected and shall be of no force and effect unless expressly agreed to in writing by Logicblock. In order to be binding, any amendment or modification of any of the provisions of this Agreement must be in writing and signed by a duly authorized representative of each party. In the event of a conflict between the above terms and conditions and any written modification, the document later in time shall prevail.
    6. Third Party Beneficiaries. Other than the Indemnified Parties as defined in Section 8, there are no third-party beneficiaries to this Agreement.
    7. Construction. The parties agree that “including” and other words or phrases of inclusion used herein will not be construed as terms of limitation, so that references to “included” matters shall be regarded as nonexclusive, non-characterizing illustrations and equivalent to the phrase “including, but not limited to,” or “including, without limitation.” Headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or meaning of this Agreement.
    8. Choice of Law; Arbitration. This Agreement shall be governed by and construed under the laws of the state of Georgia without reference to its conflict of laws provisions. Any unresolved controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience commercial transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Atlanta, Georgia in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. In addition, each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Northern District of Georgia or any court of the State of Georgia having subject matter jurisdiction. If either party commences an action or arbitration arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party, and if applicable, the arbitrator shall award, reasonable attorneys’ fees and costs of the action.
    9. Notices. You agree that Logicblock may provide you with notices relevant to this Agreement, including notices regarding changes to these General Terms or to Additional Terms, by postings on the Services or by email or regular mail to an address on file with your Service registrations. Any notice you send to Logicblock pursuant to this Agreement must be sent by first class mail to its corporate mailbox at 4780 Ashford Dunwoody Road STE A#230, Atlanta, GA 30338-5564, United States.