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Logicblock Service Agreement

INTRODUCTION. In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and its agents, including each person listed in your account information as being associated with your account, and "we", "us" and "our" refer collectively to Logicblock, Inc., its affiliates and its wholly-owned subsidiaries ("Logicblock"). This Agreement explains our obligations to you, and your obligations to us in relation to the Logicblock service(s) you purchase. By purchasing or otherwise applying for Logicblock service(s), you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional Logicblock service(s) or to modify or cancel your Logicblock service(s) (even if we were not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, domain name registration services) is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such services or your account information, or purchase additional services. Except as otherwise expressly set forth in this Agreement, you agree that if you list, directly or by default, Logicblock as a contact for your account and/or any of the services in your account, we have the right, without notice, to remove our name and/or information from any such account or service and to replace the same with the name and/or information provided by you for any other contact associated with that account or service.
VARIOUS SERVICES. Sections 1 through 29 apply to any and all Logicblock services that you purchase. The terms and conditions set forth in the Schedules of this Agreement apply only to customers who have purchased the Logicblock services referenced in those Schedules. In the event of any inconsistency between the terms of Sections 1 through 29 and the terms of the Schedules, the terms of the Schedules shall control with regard to the applicable Logicblock service. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase Logicblock services that are sold together as a "bundled" package (e.g., you select an E-Commerce & Web Design package that includes both a E-Commerce Solution and a Logicblock Web Site, as opposed to your purchasing such services separately), termination of any part of the services will result in termination of all Logicblock services provided as part of the bundled package. Please see Section 10(d) of this Agreement for more information. You acknowledge and agree that some or all of the services you purchase or receive from us may be provided by one or more vendors, contractors or affiliates selected by Logicblock in its sole discretion.
FEES, PAYMENT AND TERM OF SERVICE. As consideration for the services you purchased, you agree to pay Logicblock the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from Logicblock. All fees are due immediately and are non-refundable, except as otherwise expressly noted in one or more of the Schedules to this Agreement. Customers who purchase Service(s) through outbound telemarketing and request cancellation of Service(s) within ten (10) days of purchase are entitled to a refund of all fees. Unless otherwise specified herein or on our Web site, each Logicblock service is for a one-year initial term and renewable thereafter for successive one to ten-year terms, as set forth during the renewal process. Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal and in the case of domain name re-registration, the domain name registry's acceptance of your domain name registration. Except with respect to service to which you subscribe on a monthly basis, we will endeavor to provide you notice prior to the renewal of your services at least fifteen (15) days in advance of the renewal date. Additional payment terms may apply to the Logicblock services you purchase, as set forth in the applicable Schedules to this Agreement. We may provide you with an opportunity to "opt in" to our automatic renewal process in accordance with the instructions (and subject to your agreement to the terms and conditions pertaining to that process) on our Web site. You agree that if you use of our auto-renew service, we will attempt to renew your service approximately sixty (60) days prior to its expiration , for the same term then-currently in place for the service, and at the then-current price for the service. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then-current term of the service, and that we are authorized to charge your credit card on file for the renewal of the service(s). In any event, you are solely responsible for the credit card information you provide to Logicblock and must promptly inform Logicblock of any changes thereto (e.g., change of expiration date or account number). In addition, you are solely responsible for ensuring the services are renewed. Logicblock shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. In order to process a renewal under our auto-renew service, we may use third-party vendors for the purpose of updating the expiration date and account number of your credit card on file. Such third-party vendors maintain relationships with various credit card issuers and may be able to provide us with the updated expiration date and account number for your credit card by comparing the information we have on file with the information the third-party has on file. By selecting our auto-renew service, you acknowledge and agree that we may share your credit card information with such a third-party vendor for the purpose of obtaining any update to your credit card expiration date and account number. You agree to pay all value added, sales and other taxes (other than taxes based on Logicblock income) related to Logicblock services or payments made by you hereunder. All payments of fees for Logicblock services s hall be made in U.S. dollars. Set up fees, if any, will become payable on the applicable effective date for the applicable Logicblock services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.
ACCURATE INFORMATION. You agree to: (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services. You agree that Logicblock (itself or through its third party service providers) is authorized, but not obligated, to use Coding Accuracy Support System (CASS) certified software and/or the National Change of Address program (and/or such other systems or programs as may be recognized by the United States Postal Service or other international postal authority for updating and/or standardizing address information) to change any address information associated with your account (e.g., registrant address, billing contact address, etc.), and you agree that Logicblock may use and rely upon any such changed address information for all purposes in connection with your account (including the sending of invoices and other important account information) as though such changes had been made directly by you.
PRIVACY. Our privacy statement for all Logicblock services is located on our Web site at http://www.logicblock.com/legal/privacy.html and is incorporated herein by reference for all such Logicblock services. The applicable privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Web site at least thirty (30) calendar days before it becomes effective. You agree that, by using our services after modifications to the privacy statement become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by you if you terminate your Agreement with us except as otherwise expressly provided in one or more of the Schedules attached hereto. We will not process the personal data that we collect from you in a way incompatible with the purposes and other limitations described in our privacy statement. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.
OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Logicblock services identified herein ("Logicblock Intellectual Property Rights") are owned by Logicblock or its licensors, and you agree to make no claim of interest in or ownership of any such Logicblock Intellectual Property Rights. You acknowledge that no title to the Logicblock Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Logicblock or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by Logicblock and all right, title and interest in and to each such Derivative Work shall automatically vest in Logicblock. Logicblock shall have no obligation to grant you any right in any such Derivative Work.
EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY LOGICBLOCK SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL LOGICBLOCK, ITS LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE FOR WEBSITES FROM LOGICBLOCK) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF LOGICBLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN LOGICBLOCK'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. Logicblock and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your web site or your Logicblock web site; (8) loss or liability from your inability to use our e-mail service, web site manager service or any component of the subscription service (for websites from Logicblock); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your domain name record or your agent's failure to pay any fees, including the initial registration fee or reregistration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in xml, xkms, or any other standard not under Logicblock sole control. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED.
DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER Logicblock NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.
INDEMNITY. You agree to release, indemnify, defend and hold harmless Logicblock and any of our (or their) contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) the Logicblock services or your use of such services, including without limitation infringement or dilution by you, or someone else using our service(s) from your computer, (c) any intellectual property or other proprietary right of any person or entity, (d) a violation of any of our operating rules or policies relating to the service(s) provided, (e) any information or data you supplied to Logicblock, including, without limitation, any misrepresentation in your application, if applicable, (f) the inclusion of meta-tags or other elements in any website created for you or by you via the Logicblock services, or (g) any information, material, or services available on your licensed Logicblock Web Site . When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. We shall have the right to participate in any defense by you of a third-party claim related to your use of any of the Logicblock services, with counsel of our choice at our own expense. We shall reasonably cooperate in the defense at your request and expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
TERMINATION.
1. By You. You may terminate this Agreement upon at least thirty (30) days written notice to Logicblock for any reason.
2. By Us. We may terminate this Agreement or any part of the Logicblock services at any time in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from us concerning the accuracy or completeness of the information referred to in Section 4 of this Agreement, if we determine in our sole discretion that you have violated the Logicblock Acceptable Use Policy, which is located on our Web site at http://www.logicblock.com/legal/acceptableuse.html and is incorporated herein and made part of this Agreement by reference, or upon thirty (30) days prior written notice if we terminate or significantly alter a product or service offering.
3. Effect of Termination. Except as otherwise expressly set forth herein or on our Web site, Logicblock will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by Logicblock, you will not receive any refund for payments already made by you as of the date of termination, and, you may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various Schedules below). If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs Logicblock incurs in closing your account. You agree to pay any and all costs incurred by Logicblock in enforcing your compliance with this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the Logicblock service, if applicable. In addition to the terms set forth herein, certain Logicblock services may have additional terms regarding termination, which are set forth in the applicable Schedule.
4. Effect of Termination of Bundled Services. In addition to the terms set forth in subsection 10(c) above, if you purchase Logicblock services which are sold together as part of a "bundled" package of services, any termination relating to such bundle will terminate all Logicblock services included in such bundle. Upon the effective date of termination, Logicblock will no longer provide the bundled services to you, any licenses granted you shall immediately terminate, and you shall cease using such services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain services included in the bundled services to stand alone services.
REPRESENTATIONS AND WARRANTIES. You agree and warrant that: (i) neither your registration nor use of the any of the Logicblock services nor the manner in which you intend to use such Logicblock services will directly or indirectly infringe the legal rights of a third party, (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you have selected the necessary security option(s) for your domain name registration record, (iv) you are of legal age to enter into this Agreement (or you are at least 13 years of age and have your parents' permission to apply for services hereunder); and (vi) you agree to comply with all applicable laws and regulations.
MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective 30 days after posting of the revised Agreement or change to the service(s) on Logicblock Web sites, or upon notification to you by e-mail or United States mail. You agree to periodically review our Web sites, including the current version of this Agreement available on our Web sites, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as expressly noted otherwise in one or more of the Schedules to this Agreement, but you will not incur any additional fees. By continuing to use Logicblock services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of Logicblock is authorized to alter or amend the terms and conditions of this Agreement.
ACCOUNT ACCESS. To access or use the Logicblock services or to modify your account, you may be required to establish an account and obtain a login name, account number, password and/or passphrase. You authorize us to process any and all account transactions initiated through the use of your password and/or passphrase. You are solely responsible for maintaining the confidentiality of your password and passphrase. You must immediately notify us of any unauthorized use of your password or passphrase, and you are responsible for any unauthorized activities, charges and/or liabilities made through your password or passphrase. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password or passphrase. You agree that we may log off any account that is inactive for an extended period of time.
AGENTS. You agree that, if your agent, (e.g., your Primary Contact or Account Administrative Contact, Internet Service Provider, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.
RESERVED
RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to issue you a digital certificate, or register you for other Logicblock service(s), or to delete your chosen domain name within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not register your chosen domain name, issue you a digital certificate, or register you for other Logicblock service(s), or we delete your chosen domain name or other Logicblock service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register your chosen domain name, refusal to issue a digital certificate, the deletion of your chosen domain name or refusal to register you for other Logicblock service(s).
NOTICES AND ANNOUNCEMENTS. (a) Except as expressly provided otherwise herein, all notices to Logicblock shall be in writing and delivered to Logicblock, Inc., Attention: Legal Department, PO BOX 724533, Atlanta, GA 31139. All notices to you shall be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement). (b) You authorize us to contact you as our customer via telephone, at the number provided by you in your account information (as updated by you pursuant to this Agreement), which telephone number is incorporated herein by reference, e-mail or postal mail regarding information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or to enhance your identity on the Internet and/or other relevant matters.
SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies incorporated by reference in this Agreement (including, without limitation, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement, including, without limitation, any purchase order provided by you for the services.
ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the services (or portion thereof) without Logicblock prior express written consent.
21. GOVERNING LAW.
1. You and Logicblock agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the State of Georgia, United States of America, excluding its conflict of laws rules. You and we agree that exclusive jurisdiction and venue shall be in the courts of Cobb County, Atlanta, Georgia.
2. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement.
3. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
AGREEMENT TO BE BOUND. By applying for a Logicblock service(s) through our online application process or otherwise, or by using the service(s) provided by Logicblock under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
INDEPENDENT PARTIES. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Logicblock. The remedies of Logicblock under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
EXPORT RESTRICTIONS. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your products incorporating or using any Logicblock services in violation of the laws and regulations of any applicable jurisdiction.
RESERVED
FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Logicblock, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Logicblock may immediately terminate this Agreement.
HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
SURVIVAL. In the event this Agreement terminates as provided herein, Sections 1, 2, 3, 6, 7, 8, 9, 10(c), 10(d), 14, and 17 through 29 of this Agreement shall survive such expiration or termination.

SERVICE SPECIFIC TERMS

The following terms apply in addition to Sections 1 through 29 only if you have purchased the particular service described:

E-COMMERCE SERVICES

In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all purchases of E-Commerce Services (as defined below).
Description of Service. Logicblock may make available for purchase, from time to time, a variety of e-commerce packages, stand-alone e-commerce services, optional add-on e-commerce services and e-commerce software, as published on the Logicblock website (collectively, "E-Commerce Services"). The E-Commerce Services include, but are not limited to, shopping cart functionality, e-commerce templates, storefront design, support and hosting, order and payment processing, inventory and product tracking and management, web site analytical tools and data integration. Logicblock reserves the right to amend its E-Commerce Services offerings and to add, delete, suspend or modify the terms and conditions of the E-Commerce Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
Software License and Proprietary Rights. During the term of this Agreement, Customer will have a limited, revocable, non-transferable and non-exclusive license for Customer to use the E-Commerce Services, including but not limited to any software, and related documentation solely for Customer to provide business related services over the internet that are consistent with the terms and conditions of this Agreement as well as any applicable state, federal, or international law. Customer agrees that Customer and its agents will not: (a) sell, lease, transfer, license or sublicense the E-Commerce Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the E-Commerce Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the E-Commerce Services by any third party; (d) copy or reproduce all or any part of the E-Commerce Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the E-Commerce Services in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the E-Commerce Services; (g) knowingly introduce into or transmit through the E-Commerce Services or any other services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the E-Commerce Services; (i) engage in or allow any action involving the E-Commerce Services that is inconsistent with the terms and conditions of this Agreement; or (j) cause, assist or permit any third party to do any of the foregoing. No right, title or interest of intellectual property or other proprietary rights in and to the E-Commerce Services and/or other products, services or software made available under this Agreement is transferred to Customer hereunder. Logicblock, its wholly-owned subsidiaries and affiliates and its Third Party Licensors (as defined below) retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the E-Commerce Services and/or other products, services or software provided under this Agreement.
Audit Rights. If a customer has purchased any Logicblock software or has obtained FTP access to the Logicblock software or other E-Commerce Services, Logicblock shall have the right, during the term of this Agreement and for a period of six (6) months thereafter to access Customer's location and files to inspect Customer's or your agent's use of the E-Commerce Services, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the E-Commerce Services or this Agreement, Logicblock shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity, and to or suspend, revoke, or terminate E-Commerce Services if you are still a Logicblock customer.
Availability, Downtime and General Services. In addition to the provisions in Sections 7 and 8 of this Agreement, the parties acknowledge that since the Internet is neither owned nor controlled by any one entity, Logicblock makes no guarantees that any given user will be able to access the E-Commerce Services at any given time. Logicblock shall not be liable to Customer for failure of accessibility to the E-Commerce Services or any potential or actual losses that Customer may suffer from Customer's inability to access or use the E-Commerce Services or your customer's inability to access any websites that may be supported or hosted by E-Commerce Services. Logicblock provides all E-Commerce Services and any software related to those services to the Customer on an "as is" basis and does not guarantee that the E-Commerce Services or any related software has no errors, defects or bugs or will function properly. Customer agrees that Logicblock is not responsible in any way for any malfunction or downtime in the E-Commerce Services or related software and any damage, injury or lost profits that may arise from such malfunction or downtime. Logicblock makes no guarantee that the E-Commerce Services that the Customer purchases will operate seamlessly and without error with Customer's own hardware, software or other services (including third party products) that Customer currently uses. Logicblock makes no guarantees regarding system uptime, including but not limited to, the uptime for hosting a Customer's store(s) on Logicblock or third party systems. From time to time, and as may be necessary to maintain such systems and Logicblock hardware, Logicblock reserves the right to take its servers and other hardware offline for repairs, upgrades or routine maintenance. Customer agrees and understands that Logicblock E-Commerce Services, including the hosting of a Customer's store, may be dependant on third party services that Logicblock can not control. Customer expressly agrees that the availability of those third party services may impact Customer's E-Commerce Services and therefore does not hold Logicblock liable for any actions of a third party that may adversely impact Customer's E-Commerce Services. Any uptime calculation or percentage that is provided as a part of the E-Commerce Services does not include routine maintenance, unexpected downtime caused by network issues or third party vendors, and occurrences that are outside the control of Logicblock, including but not limited to the Force Majeure occurrences that are outlined in Section 27 of this Agreement.
Terms and Conditions of Logicblock' Licensors. Customer acknowledges and agrees that the E-Commerce Services are provided, in some cases, by third party Licensors to Logicblock (hereinafter "Third Party Licensors"). For all E-Commerce Services that are provided by Third Party Licensors to Logicblock, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the "Additional Terms and Conditions"). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into this Agreement, to the extent those Additional Terms and Conditions do not conflict with the terms and conditions of this Agreement, as if set forth fully herein. Customer further agrees that it will be subject to all Additional Terms and Conditions where Customer elects to add services to its E-Commerce Services package.
Changes to Logicblock Licensors. Customer acknowledges that Logicblock may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the E-Commerce Services. In the event that Logicblock changes Third Party Licensors, Logicblock may provide Customer with notification of changes in Third Party Licensors and refer Customer to information posted on Logicblock' website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement.
Reserved
Refund. Refunds for certain E-Commerce Services are only provided in limited instances and only within the first 30 days from Customer's purchase of the services. Such refunds are only permitted where the Customer has taken all actions consistent with this Agreement and has not taken any action that would void the 30-day trial offer. Refunds will not include a processing fee that all Customers must pay.

E- MAIL SERVICES

Description of Service. Logicblock is providing you with the capability of sending and receiving electronic mail via the Internet. You must: (a) provide all equipment, including a computer and modem, necessary to establish a connection to the Internet; and (b) provide for your own connection to the Internet and pay any telephone service fees associated with such connection. Logicblock has set no fixed upper limit on the number of messages you may send or receive through the e-mail service; however, Logicblock reserves the right to restrict the number of recipients of any e-mail sent by you and retains the right, at Logicblock's sole discretion, to restrict the volume of messages transmitted or received by you, in order to maintain the quality of our services to other customers and to protect our computer systems. We, in our sole discretion, will determine whether or not your conduct is consistent with this Agreement and any Logicblock operating rules or policies and may suspend or terminate your e-mail service if your conduct is found to be inconsistent with this Agreement or such rules or policies. The e-mail service is subject to scheduled (from 12:01am eastern United States time to 2:00 am eastern United States time every Saturday) and unscheduled outages that will impact your ability to use the service. We will use commercially reasonable efforts to restore the service after any unscheduled outages. Moreover, in order to receive the e-mail service we (or our third party provider) must host your domain name record. If you transfer your domain name record to a third party in conjunction with a live web site, or for any other reason, or allow your domain name registration to expire, you will no longer be able to use the e-mail service. We will not refund the fees you paid for our e-mail service if you elect to transfer your domain name record to a third party. You may not exceed the storage [megabytes] applicable to the particular e-mail services purchased by you as specified on our Web site at the time of your purchase (or as subsequently modified by us pursuant to this Agreement). If you exceed the applicable storage limitations, Logicblock reserves the right, in its sole discretion, to either (A) charge, and you agree to pay, an additional fee as described on our Web site for each Megabyte of usage that exceeds the bandwidth limitations set forth above, or (B) terminate or suspend your email services and this Agreement. Additionally, you acknowledge and agree that we may delete any or all messages in your "trash" folder at any time in our sole discretion.
Catch-All Mailbox Service. Logicblock may make available to you the ability to subscribe to our Catch-All Mailbox service. You acknowledge and agree that, in the event you subscribe to the Catch-All Mailbox service, any electronic mail sent to the e-mail box of any user of your Logicblock e-mail service (e.g., Person@Yourcompany.com) will also be sent to the e-mail box set up for the Catch-All Mailbox service. You further acknowledge and agree that in the event your Logicblock e-mail and domain name services are terminated, any future registrant of your terminated domain name that subscribes to the Catch-All Mailbox service may receive e-mails intended for receipt by you or a former user of your e-mail service, and you agree that Logicblock shall have no liability to you or any third party with respect thereto. You are solely responsible for providing any and all necessary notifications regarding termination of your Logicblock e-mail services, and you agree that Logicblock shall have no liability to you or any third party with respect thereto.
Billing for E-mail Service. Billing for annual e-mail services shall be by valid credit card (acceptable to Logicblock) at the time of purchase. If you elect to subscribe to monthly e-mail services, your monthly payments for the same will be automatically charged to the credit card provided by you (and acceptable to Logicblock) at the time of your purchase (with such payments being charged in advance on a monthly basis) ("Monthly E-mail Service Fee"), and you hereby agree that Logicblock is authorized to so charge your credit card. Logicblock, in its sole discretion, shall determine the prices it will charge for the e-mail services, and the terms and conditions applicable to the same, and Logicblock may, upon providing thirty (30) days' notice to you, amend such pricing and/or terms and conditions. If you do not agree with any such change(s), you may terminate this Agreement or cancel your e-mail service subscription, as applicable, as provided herein, within such thirty (30) day period; otherwise all such changes shall thereafter be effective with respect to your account, and you agree that we are authorized to charge your credit card for any new Monthly E-mail Service fee.
Privacy. Logicblock will not monitor, edit or disclose the contents of your private communications with third parties unless required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the law or comply with legal process served on Logicblock; (b) protect and defend the rights or property of Logicblock; or (c) act under exigent circumstances to protect the personal safety of our customers or the public. You acknowledge and agree that Logicblock neither endorses the contents of any of your communications nor assumes responsibility for such content, including but not limited to any threatening, libelous, obscene, harassing or offensive material contained therein, or any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. You acknowledge and agree that certain technical processing of e-mail messages and their content may be required to: (a) send and receive messages; (b) conform to connecting networks' technical requirements; (c) conform to the limitations of the e-mail service; or (d) conform to other similar requirements.
Customer Conduct. You agree to be bound by the applicable provisions of the Logicblock Acceptable Use Policy, incorporated herein and made part of this Agreement by reference, in connection with your use of the services described in this Schedule. Logicblock's outsourcing contractors for the e-mail services, including, but not limited to, SmarterTools, Inc. or their successors, shall be intended third party beneficiaries of the e-mail service customer's obligations under this Agreement and thus shall be entitled to enforce those obligations against you as if a party to this Agreement.

WEB SITE & LOGO DESIGN SERVICES

In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all customer purchases of the Do-It-for-Me Web Site Design Services, Custom Interactive Web Site Design Services and Custom Logo Design Services (as defined below).

Description of Custom Web Site Design Services, Storefront Design Services and Custom Logo Design Service
1. Logicblock will build a web site and/or design a logo for the Customer (hereinafter referred to as "you or the "Customer") based upon direction and input provided to us by you. The Custom Web Site Design Services, Storefront Design Services, and the Custom Logo Design Service may be collectively referred to as the "Design Services." Subject to the terms and conditions of this Agreement (which includes this and all other applicable Schedules) and during the term of this Agreement, Logicblock agrees to provide to you the Design Services described on the Logicblock web site and purchased by you during the sign-up process. Logicblock reserves the right to amend its Design Services offerings and to add, delete, suspend or modify the terms and conditions of such Design Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
2. Customer hereby grants to Logicblock and its vendors and subcontractors all necessary rights and licenses with respect to the Customer's web site or logo created by Logicblock in order to carry out its obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Logicblock.
3. The Custom Logo Design Service is an offering whereby customers can request that Logicblock create and design a logo (each, a "Logo Creative" or "Creative"), revise those Creatives (each, a "Revised Creative") and obtain responses (each, a "Response") to those Creatives or Revised Creatives from design experts retained by Logicblock ("Designers"). Logicblock will provide you, as the Customer, the service according to the package you have chosen. Your Responses will be created iteratively through a drafting cycle of Creatives, Revised Creatives and Responses, ultimately resulting in a final Response conforming to your various Creative and Revised Creatives.
4. The Custom Web Site Design Service is an offering whereby a Customer will receive a custom website designed and developed by Logicblock. Although Logicblock will custom design your web site, your web site may contain some features and design elements used in other web sites designed by Logicblock.
5. The Storefront Design Service is an offering available to Customers who have purchased any E-Commerce Solution provided by Logicblock, whereby a Customer's E-Commerce solution will be designed and developed by Logicblock. This offering applies to only designable elements (images, colors, fonts) of the solution and does not include any modifications to the E-Commerce solution. Although Logicblock will design your E-Commerce store, your web site may contain some features and design elements used in other web sites and or storefronts designed by Logicblock.
Your Obligations. In order for Logicblock to perform the Design Services in accordance with this Agreement, you shall be responsible for doing the following:
1. Providing Logicblock with all information requested by Logicblock as well as any custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) that the Customer wishes to use in connection with development of your web site or Logo Creative.
2. Contacting Logicblock promptly to make changes, modifications, and enhancements to your web site or Logo Creative starting from the date of sale.
3. Contacting Logicblock promptly with notice of Customer's decision to cancel or discontinue the Design Services starting from the date of sale.
4. Obtaining Internet connectivity to access your Web site, to send and receive e-mail, and to otherwise access and utilize the Internet.
5. To the extent that Customer gathers any personal information about visitors to your Web site, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
6. Ensuring that the Web site content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties. By using the Design Services, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with your Web site does not infringe any trademark or domain name rights of any third party.
7. Ensuring the accuracy of materials provided to Logicblock, including, without limitation, Web site content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
Information and Content You Provide. If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, Logicblock has the right to suspend or terminate your account and refuse any and all current or future use of the Design Services (or any portion thereof).
Non-Interference By You. Customer will use the Design Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Logicblock reserves the right to terminate or suspend the Design Services without notice if such interference is determined by Logicblock to exist. Such interference or disruption includes, but is not limited to:
1. wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
2. propagation of computer worms or viruses, and
3. use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
Unauthorized or Inappropriate Use. Logicblock reserves the right to deny, terminate, or suspend Design Services without notice if, in Logicblock's sole discretion, the Design Services are used by Customer in a manner that violates or may violate the following standards or the AUP, and Logicblock reserves the right to reject, alter, modify, or remove Customer's website, website domain name, URL address, or any website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Logicblock in its sole discretion deems to be in violation of the AUP or (i) an infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or (ii) stating or implying that the Web site is placed by Logicblock or any party with a contractual relationship with Logicblock, or that such parties endorse the Customer's products or services, or (iii) pornographic or obscene.
1. Logicblock neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Logicblock reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any services rendered to Customer by Logicblock are an appropriate recompense to Logicblock for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this Agreement or the AUP, Logicblock will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer's website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
Additional Indemnification Obligations. In addition to your indemnification obligations set forth elsewhere in this Agreement, you agree to defend, indemnify, and hold harmless Logicblock and each of its officers, directors, employees, agents, affiliates, co-branders or other partners, and employees of any of the foregoing, from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with your web site (including, but not limited to, web site content) or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable legal fees and expenses (whether incident to the foregoing or to Logicblock' enforcement of said rights or defense and indemnity).
Ownership of Your Content. With the exception of your ownership interest in the information, materials, images, photos and other content that you provide to us for inclusion in your web site, ownership interest to your web site, including, but not limited to, the HTML coding, scripting, copyrights, visual layout, appearance and design and all other intellectual property rights, shall be with Logicblock. However, with respect to Logicblock's Custom Logo Design Services and Custom Web Site Design Services offerings, the following terms and conditions apply to ownership rights:

Subject to your compliance with this Service Agreement, you shall own the final logo work product and the final custom web design product provided to you by Logicblock (the "Final Product"). You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and Logicblock expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to Logicblock a royalty-free, irrevocable exclusive worldwide right to use Creatives, Revised Creatives, initial artwork concepts, website mockups, revisions, individual Responses provided to you, and the Final Product for internal and archival purposes, and in order to display and promote the Logicblock Design Services. Logicblock retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under this Service Agreement are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under this Service Agreement. You hereby acknowledge that Logicblock shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that Logicblock shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall Logicblock be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.
Customer Web Design Services Statement of Work. In addition to the terms and conditions set forth in this Services Agreement and this Schedule, the Customer shall be bound by the terms of the Statement of Work which shall be prepared by Logicblock and mutually agreed to by Customer and Logicblock. The Statement of Work may contain, but may not be limited to, a list or description of the services our Designers will provide you as part of the Custom Web Site Design Services, a list of technical, graphic or other special features that will be incorporated into your web site, the schedule for delivery of the Final Product, applicable fees and payment schedule, and a description of any applicable cancellation fee or policy. This Statement of Work shall become a part of this Services Agreement and shall be subject to all terms and conditions of the Services Agreement.
Customer Web Design and Storefront Design Services Terms.
1. Equipment . Customer will be responsible for procuring, at Customer's sole expense, all equipment or other software, if any, required to use Logicblock's Design Services.
2. Design Content Submission . Customer agrees to submit all content within 5 business days after paying for the Logicblock Design Service. Any content submitted after 5 business days will not be included in the Logicblock Design Service. Customer agrees any additional content added to the scope of the project will be billed in advance at a rate of $100 per hour.
3. Added Content . Customer agrees once the Logicblock Design Service begins, additional content, graphics, text, web pages, and forms or any other requests extending outside of the scope of the project (as defined in the pricing plans) will not be included or considered without advanced payment of $100/ hour.
4. Changes and Alterations . Customer agrees to pay $100/hour for any changes, modifications, updates, and design alterations that exceed the scope of the project (as defined on the pricing page). The scope of the project is defined on the pricing table and (when applicable) the custom design quote created by Logicblock Web Service Designers.
5. Feedback. Once the initial design phase is completed (as defined on the www.logicblock.com pricing pages) customer agrees to provide via email to designer concise feedback and desired changes. If feedback is not received promptly, Logicblock Design Services is not held liable for any additional costs required to extend the project timeline.
6. Archive . Customer agrees to archive all design work including web pages, logos and other graphic work created by Logicblock Web Services. Logicblock Web Services is not responsible for archiving documents, graphic work, physical goods or web pages created for client or documents, graphic work, physical goods or files which are mailed, email or faxed to Logicblock Design Services. Logicblock Design Services is not responsible for returning any files, documents or physical goods emailed, faxed or mailed to Logicblock Design Services.
Fees and Payment Terms. Fees for the Design Services selected by you will be on a pre-paid basis, due and payable at the beginning of the term (meaning at the beginning of the first year and thereafter at the beginning of each month), unless (at time of your purchase) we provide you with the ability to pay for the first year of your subscription on a monthly basis (in which case we will charge your credit card at the beginning of each monthly period during your first year subscription) or unless another fee or payment structure is mutually agreed to by you and Logicblock in writing. You agree that in the event you terminate your subscription to the Design Services prior to the completion of your first one-year commitment, you will not receive a refund of any fees paid and, in the event we have permitted you to pay on a monthly (or other payment-over-time) basis, you will be obligated to pay us for the balance of your total first-year fees (for which you agree we may charge your credit card on file). After your first year's subscription, we will continue billing your credit card at the beginning of any and all subsequent monthly terms until such time as you or we terminate the Design Services.
Suspension and/or Termination. If you breach any term of this Agreement including, but not limited to, this terms of this Schedule or the Acceptable Use Policy, Logicblock may, in its sole and exclusive discretion, suspend or terminate your Design Services immediately and without notice to you. In addition to your obligation to pay any set up and applicable fees for the Design Services, Design Services fees may continue to accrue on suspended accounts and you will continue to remain responsible for the payment of any Services fees that accrue during the period of suspension.

SSL CERTIFICATE SUBSCRIBER AGREEMENT

YOU MUST READ THIS SUBSCRIBER AGREEMENT ("SUBSCRIBER AGREEMENT") BEFORE APPLYING FOR, ACCEPTING, OR USING A THAWTE SSL WEB SERVER, SGC SUPERCERT, OR SSL123 CERTIFICATE (COLLECTIVELY A "CERTIFICATE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS SUBSCRIBER AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE THE CERTIFICATE. BY CLICKING "ACCEPT" BELOW OR BY ACCEPTING OR USING A CERTIFICATE, YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THE TERMS OF THIS AGREEMENT. BY CLICKING "DECLINE" BELOW, YOU INDICATE THAT YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND WILL NOT BE A THAWTE SUBSCRIBER.

ALL REFERENCES TO "THAWTE" IN THIS SUBSCRIBER AGREEMENT SHALL MEAN THAWTE, INC. UNLESS YOU (ON BEHALF OF YOUR ORGANIZATION) ARE LOCATED IN THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF NAMIBIA, THE KINGDOM OF LESOTHO, OR THE KINGDOM OF SWAZILAND, IN WHICH CASE ALL REFERENCES TO "THAWTE" HEREIN SHALL MEAN THAWTE CONSULTING (PTY) LTD.

IF YOU ARE THE CUSTOMER OF A WEB HOST (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR WEB HOST IS AUTHORIZED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN AND, IF NECESSARY, INITIATE REVOCATION OF, THE CERTIFICATE ON YOUR BEHALF. YOU MUST ALSO READ AND AGREE TO THIS SUBSCRIBER AGREEMENT BEFORE ACCEPTING OR USING A CERTIFICATE. BY ALLOWING YOUR WEB HOST TO USE THE CERTIFICATE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS SUBSCRIBER AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS SUBSCRIBER AGREEMENT, CONTACT THAWTE IMMEDIATELY AT THE TELEPHONE NUMBER SET FORTH IN SECTION 24 BELOW AND THAWTE WILL REVOKE THE CERTIFICATE.

IF YOU ARE A WEB HOST AND ARE ACTING AS THE AUTHORIZED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A CERTIFICATE, YOU REPRESENT AND WARRANT AS SET FORTH IN SECTION 8.3. IF YOU ARE A WEB HOST AND ARE APPLYING FOR YOUR OWN CERTIFICATE, THIS SUBSCRIBER AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 8.3.

Definitions.
The capitalized terms used in this Agreement shall have the following meanings unless otherwise specified and any reference to the singular includes the plural and vice versa. "Authenticate" or "Authentication" shall mean the actions a CA takes to confirm that

(i) the Subscriber is entitled to use the domain name listed in the Certificate Application, if a domain name is listed in such Certificate Application,

(ii) the Subscriber's organization does in fact exist, (iii) the Subscriber's organization has authorized the Certificate Application, and (iv) the person submitting the Certificate Application on behalf of the Subscriber is authorized to do so.

"Certification Authority" ("CA") shall mean Thawte or any other Thawte authorized entity, authorized to issue, manage, revoke, and renew Certificates in the Thawte PKI.

"Certificate Applicant" is an individual or organization that requests the issuance of a Certificate by a CA, provided, however, that when a Web Host acts on behalf of its customer through the Thawte Reseller portal, such customer shall be deemed the Certificate Applicant.

"Certificate Application" is a request from a Certificate Applicant (or authorized agent of the Certificate Applicant) to a CA for the issuance of a Certificate.

"Common Name" ("CN") means a domain name when used in High Assurance certificates (e.g. www.domainname.com).

"Compromise" shall mean a loss, theft, disclosure, modification, unauthorized use, or other compromise of the security of a private key.

"Derivative Work" shall have the meaning set forth in Section 10.

"Device" shall mean any hardware appliance or software application, such as a server load balancer or SSL accelerator, that routes electronic data from one point to other single or multiple point(s) on a network.

"Domain" shall mean a domain name, host name or IP address assigned to a server and/or Device, accessible from the Internet (publicly facing), and owned by the Subscriber of a Thawte SSL Web Server, SuperCert, or SSL123 certificate.

"High Assurance Certificates" shall mean Thawte SSL Web Server or SGC SuperCert certificates that require an organization to provide assurances of the organization's identity based on a confirmation that the Subscriber organization does in fact exist, that the organization has authorized the Certificate Application, and that the person submitting the Certificate Application on behalf of the Subscriber was authorized to do so.

"Intranet Server" shall mean a Device that is not accessible via the Internet and contains either an internal server name or an internal IP address that falls within the following IP address range (10.0.0.010.255.255.255; 172.16.0.0-172.31.255.255 or 192.168.0.0-192.168.255.255).

"Licensing Option" shall mean the service option that grants a Subscriber the right to use a Certificate on one physical Device and obtain additional Certificate licenses for each physical server that each Device manages, or where replicated Certificates may otherwise reside. This option may not be available to you.

"Medium Assurance Certificates" shall mean Thawte certificates that require an organization to provide assurances that the Subscriber's domain is listed with a bona fide domain registrar (unless issued to an Intranet Server) and require entities to provide assurance of the right to request a Certificate for the Subscriber domain.

"Registration Authority" ("RA") shall mean an individual and/or entity approved by a CA to perform Authentication, assist Subscribers in applying for Certificates, and to approve or reject Certificate Applications, revoke Certificates, or renew Certificates.

"Relying Party" shall mean an individual or organization that acts in reliance on a Certificate and/or a digital signature.

"Relying Party Agreement" shall mean an agreement used by a Certification Authority setting forth the terms and conditions under which an individual or organization acts as a Relying Party, such as the Thawte Relying Party Agreements that are published in the Repository.

"Repository" shall mean the collection of documents located at the link for the repository which may be accessed from the homepage of the website from which you applied for your Certificate.

"SGC SuperCerts" shall mean a High Assurance Certificate used to support SSL sessions between web browsers and web servers (including Devices) that are encrypted using strong cryptographic protection consistent with applicable export laws.

"SSL123" shall mean a Medium Assurance Certificate used to support SSL sessions between web browsers and web servers.

"SSL Web Server Wildcard Certificate" is a unique form of SSL Web Server Certificate containing an asterisk ("*") in the left-most element of the certificate's Common Name, with each asterisk representing a sub-domain. Within that leftmost element, text may exist to the left of the * but not to the right of it.

"Seal" shall mean an electronic image featuring a Thawte mark. When displayed by you on your website, the image indicates to a website visitor that you have purchased Thawte services and when such visitor clicks the image, a splash page is displayed which indicates to the visitor which Thawte services you have purchased and whether that service is still active.

"Secure Sockets Layer" ("SSL") shall mean an industry-standard method for protecting Web communications developed by Netscape Communications Corporation. The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for a Transmission control/Internet Protocol connection.

"Server" shall mean a computer or device on a network that manages network resources, including but not limited to a Web, e-mail, file or application server.

"Server Gated Cryptography" ("SGC") shall mean that cryptography that allows users with an export version browser to temporarily step-up to 128-bit SSL encryption if they visit a website with an SGC-compatible SSL certificate.

"Subject" is the holder of a private key corresponding to a public key. A Subject is assigned an unambiguous name, which is bound to the public key contained in the Subject's Certificate.

"Subscriber" is an organization that owns the equipment or Device that is the Subject of, and that has been issued a Certificate. A Subscriber is capable of using, and is authorized to use, the private key that corresponds to the public key listed in the Certificate; provided, however, that an entity acting as a Web Host that submits a Certificate Application on behalf of its customer and manages the lifecycle processes of such customer's Certificate is not the Subscriber and the Web Host's customer is the actual Subscriber and is ultimately responsible for the Subscriber's obligations under the appropriate Subscriber Agreement.

"Thawte CPS" shall mean the Thawte Certification Practice Statement, as amended from time to time, which may be accessed from the Repository.

"Thawte Intellectual Property Rights" shall have the meaning set forth in Section 10.

"Thawte PKI" shall mean the Thawte public key infrastructure that provides Certificates for individuals and organizations.

"Web Host" shall mean an entity hosting the website of another, such as an Internet Service Provider, a systems integrator, a reseller, a technical consultant, an application service provider, or similar entity.
Description of the Certificate.
This Section sets forth the terms and conditions regarding your application for a Certificate and, if Thawte and/or the RA accepts your Certificate Application, the terms and conditions regarding your use of the Certificate to be issued by Thawte to you as the "Subscriber" of that Certificate. A "Certificate" is a digitally signed message that contains an organization's public key and associates it with information Authenticated by Thawte or a Thawte-authorized entity. Certificates provided under this Subscriber Agreement are issued within the Thawte PKI.

The following applies to Thawte SSL Web Server, SSL Web Server Wildcard, and SGC SuperCert Certificates only:

The Certificate for which you have applied on behalf of your organization is a High Assurance Certificate within the Thawte PKI. High Assurance Certificates are issued to Devices to provide authentication; message, software, and content integrity; and confidentiality encryption. High Assurance Certificates provide assurances of the identity of the Subscriber based on a confirmation that the Subscriber organization does in fact exist, that the organization has authorized the Certificate Application, and that the person submitting the Certificate Application on behalf of the Subscriber was authorized to do so. The Certificate also provides assurances that the Subscriber is entitled to use the domain name listed in the Certificate Application, if a domain name is listed in such Certificate Application.

This Section applies to Thawte SSL123 Certificates only:

The Certificate for which you have applied on behalf of your organization is a Medium Assurance Certificate within the Thawte PKI. Medium Assurance Certificates are issued to Devices to provide validation of the domain (unless issued to an Intranet Server); message, software, and content integrity; and confidentiality encryption. Furthermore, Medium Assurance Certificates provide assurances of the validity of the domain (unless issued to an Intranet Server) and that the domain administrator has authorized the Certificate Application. No organization authentication is performed on the owner of the domain.
Processing the Certificate Application & Re-Issues.
Upon Thawte's receipt of the necessary payment and upon completion of Authentication procedures required for the Certificate you have purchased, Thawte will process your Certificate Application, and Thawte will notify you whether your Certificate Application is approved or rejected. If your certificate Application is approved, Thawte will issue you a Certificate for your use in accordance with this Subscriber Agreement. After you pick up or otherwise install your Certificate, you must review the information in it before using it and promptly notify Thawte of any errors. Upon receipt of such notice, Thawte may revoke your Certificate and issue you a corrected Certificate. Further, Thawte recognizes that, from time to time, you may need to re-issue your Certificate. Thawte shall re-issue your Certificate in accordance with its re-issue policy located in the Thawte CPS and at www.thawte.com/reissue.
Use Restrictions.
You are prohibited from using your Certificate

(i) for or on behalf of any other organization;

(ii) to perform private or public key operations in connection with any Domain and/or organization name other than the one submitted by you on your Certificate Application;

(iii) on more than one physical server or Device at a time, unless you have purchased additional licenses that permit the use of a Certificate on multiple Devices ("Licensing Option");and

(iv) for use as control equipment in hazardous circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, or weapons control systems, where failure could lead directly to death, personal injury, or severe environmental damage. If you have selected the Licensing Option, you acknowledge and agree that:

(v) this option can result in increased security risks to your network and that Thawte expressly disclaims any liability for breaches of security that result from the distribution of a single key across multiple Devices; and

(vi) you may not use the Certificate on more than five (5) Devices.

THAWTE CONSIDERS THE UNLICENSED USE OF A CERTIFICATE ON A DEVICE THAT RESIDES ABOVE A SERVER OR SERVER FARM SOFTWARE PIRACY AND WILL PURSUE VIOLATORS TO THE FULLEST EXTENT OF THE LAW. If you choose to display the Thawte Trusted Site Seal, you must install and display such Seal only in accordance with the Conditions of Use of the Thawte Trusted Site Seal located in the Repository.
Revocation.
If you discover or have reason to believe there has been a Compromise of your private key or the activation data protecting such private key, or the information within the Certificate is incorrect or has changed, or if your organizational name and/or Domain registration has changed, you must immediately notify Thawte and request revocation of the Certificate and you must notify any person that may reasonably be expected by you to rely on or to provide services in support of the Certificate or a digital signature verifiable with reference to the Certificate. Thawte retains the right to revoke your Certificate if, within forty-five (45) days of receiving an invoice from Thawte, you do not pay the invoice.

Thawte retains the right to revoke your Certificate at any time without notice if

(i) Thawte discovers that the information within your Certificate is no longer valid;

(ii) you fail to perform your obligations under the terms of this Subscriber Agreement; or

(iii) in Thawte's sole discretion, you have engaged in activities which Thawte determines are harmful to the Thawte PKI.
Obligations Upon Revocation or Expiration.
Upon expiration or notice of revocation of your Certificate, you shall permanently remove your Certificate from the Device on which it is installed and shall not use it for any purpose thereafter and, if you have installed a Seal and have not purchased other Thawte services that would permit you to post the Seal, you shall remove such Seal from your Web site.
Third-Party Service Providers.
If you are purchasing a service from Thawte that includes one or more services provided by a third party, Thawte may disclose your Certificate Application and enrollment information to these third party service providers and they may contact you directly regarding their services. You hereby agree to Thawte's disclosure of your Certificate Application and enrollment information to these third party service providers and agree that they may contact you directly regarding their services. For further information on processing of personal data, please see Thawte's Privacy Statement. Unless otherwise stated herein, any terms and conditions for these products shall be provided to you directly by the third party service provider. Thawte disclaims any and all warranties, refuses any and all liability, and shall not provide partial refunds for any service provided by a third party.
Representations and Warranties.
1. Thawte Representations and Warranties.
  Thawte represents and warrants to you that
  
  (i) there are no errors introduced by Thawte in your Certificate information as a result of Thawte's failure to use reasonable care in creating the Certificate;
  
  (ii) your Certificate complies in all material respects with the Thawte CPS; and
  
  (iii) Thawte's revocation services and use of the Repository conform to the Thawte CPS in all material aspects.
2. Your Representations and Warranties.
  You represent and warrant to Thawte and anyone who relies on your Certificate that
  
  (i) all the information you provide and all the representations you make to Thawte in your Certificate Application are accurate;
  
  (ii) you will inform Thawte if the information you provided and all the representations you made to Thawte in your Certificate Application changed or is no longer valid;
  
  (iii) no Certificate information you provided (including your e-mail address) infringes the intellectual property rights of any third parties;
  
  (iv) the Certificate Application information you provided (including your email address) has not been and will not be used for any unlawful purpose;
  
  (v) you have been (since the time of its creation) and will remain the only person possessing your private key and no unauthorized person has had or will have access to your private key;
  
  (vi) you have been (since the time of its creation) and will remain the only person possessing any challenge phrase, PIN, software, or hardware mechanism protecting your private key and no unauthorized person has had or will have access to the same;
  
  (vii) you will use your Certificate exclusively for authorized and legal purposes consistent with this Subscriber Agreement;
  
  (viii) you will use your Certificate as an end-user Subscriber and not as a Certification Authority issuing Certificates, certification revocation lists, or otherwise;
  
  (ix) each digital signature created using your private key is your digital signature, and the Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; and
  
  (x) you manifest assent to this Subscriber Agreement as a condition of obtaining a Certificate; and
  
  (xi) you will not monitor, interfere with, or reverse engineer (save to the extent that you can not be prohibited from so doing under applicable law) the technical implementation of the Thawte PKI, except with the prior written approval from Thawte, and shall not otherwise intentionally compromise the security of the Thawte PKI. You further represent and warrant that you have sufficient information to make an informed decision as to the extent to which you choose to rely on the information in a digital certificate issued within the Thawte PKI, that you are solely responsible for deciding whether or not to rely on such information, and that you shall bear the legal consequences of your failure to perform any obligations you might have as a Relying Party under the applicable Relying Party Agreement.
3. Web Host Representations and Warranties.
  Web Host represents and warrants to Thawte and anyone who relies on its customer's Certificate that
  
  (i) it has the authority of its customer to enter into this Subscriber Agreement on its customer's behalf and to bind its customer to the terms and conditions of this Subscriber Agreement;
  
  (ii) it shall procure its customer's compliance with the terms and conditions of this Subscriber Agreement;
  
  (iii) any customer information it includes in the Certificate Application shall be the exact information provided to it by such customer;
  
  (iv) any of its information in the Certificate Application is accurate and true;
  
  (v) no Certificate information it provided (including e-mail address) infringes the intellectual property rights of any third parties;
  
  (vi) it has been (since the time of such key's creation) and will remain the only person possessing its customer's private key and any challenge phrase, PIN, software, or hardware mechanism protecting its private key and no unauthorized person has had or will have access to such private key;
  
  (vii) it will use its customer's Certificate as set forth hereunder;
  
  (viii) it will use its customer's Certificate as a Subscriber and not as a Certification Authority issuing Certificates, certification revocation lists, or otherwise; (ix) each digital signature created using its customer's private key is its customer's digital signature, and the Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; and (x) it will not monitor, interfere with, or reverse engineer (save to the extent that it can not be prohibited from so doing under applicable law) the technical implementation of the Thawte PKI, except with the prior written approval from Thawte, and shall not otherwise intentionally compromise the security of the Thawte PKI. Web Host further represents and warrants that it has sufficient information to make an informed decision as to the extent to which it chooses to rely on the information in a digital certificate issued within the Thawte PKI, that it is solely responsible for deciding whether or not to rely on such information, and that it shall bear the legal consequences of its failure to perform any obligations it might have as a Relying Party under the applicable Relying Party Agreement.
Fees, Payments and Term of Service.
As consideration for the Certificate and associated services you have purchased, you agree to pay Thawte the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from Thawte. All fees are due immediately and are non-refundable, except as otherwise expressly noted below in this Subscriber Agreement. Any renewal of your services with Thawte is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal. Thawte will provide you notice prior to the renewal of your services at least thirty (30) days in advance of the renewal date. You are solely responsible for the credit card information you provide to Thawte and must promptly inform Thawte of any changes thereto (e.g., change of expiration date or account number). In addition, you are solely responsible for ensuring the services are renewed. Thawte shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. You agree to pay all value added, sales and other taxes (other than taxes based on Thawte's income) related to Thawte services or payments made by you hereunder. Set up fees, if any, will become payable on the applicable effective date for the applicable Thawte services. You are responsible for notifying Thawte of the need to purchase additional Certificates with the Licensing Option described herein. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.