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Welcome to bdLogic. This bdLogic Services Merchant Agreement (the "Agreement") explains the terms and conditions governing your use of a bdLogic Service, technology, and any other content available on the bdLogic Service. By checking the box and clicking on the I Accept button, you accept these terms and conditions and acknowledge that the bdLogic Service is subject to certain limitations set forth below. If you do not wish to accept this agreement, do not purchase this Service. By registering and purchasing any bdLogic Service, you agree to use the bdLogic Service in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions outlined below. Once you have purchased a bdLogic Service, this Agreement supersedes other bdLogic Agreement in its entirety.
1. Services
(a) Generally. Purchasing a bdLogic Service provides you (a "Merchant/Member") with one of the following packages of content, tools, and services, depending on which one you purchased (individually and collectively "bdLogic Service(s)"):
bdLogic Basic: You will have access to bdLogic Transection system which will allow your website to accept payments in all major credit card, issue credit to your customer, ticket based Online Customer Support, and statistical reports.
bdLogic Professional: You will have access to Web-store hosting (25 megabytes of disk space), bdLogic Shopping Cart, bdLogic Transaction System, custom pages, communication tools, Enhanced Reports, ticket based Online Customer Support.
bdLogic Professional+: You will have access to Web-store hosting (50 megabytes of disk space), bdLogic Shopping Cart, bdLogic Transaction System, custom pages, communication tools, Enhanced Reports, ticket based Online Customer Support, and the Performance Guarantee (see details in 14(a) below).
If you would like to switch bdLogic Services, please contact Customer Support.
(b) bdLogic Services and Technology: You will be able to use the proprietary and licensed technology incorporated in the bdLogic Service to build and maintain your web store ("Member Site") ("Technology"). bdLogic may offer other tools and services that are not included in any bdLogic Service, including premium services for which an additional fee will apply ("bdLogic Solutions"). Before any purchase of any bdLogic Solution, you must have already purchased a bdLogic Service. The separate terms and conditions apply for each bdLogic Solution.
(c)A bdLogic TRIAL store/account has all features as a LIVE Store/Account except real-time credit card transaction capability. One can build his/her product catalog in the TRIAL mode (no cost), and then go LIVE (Fees apply) to start selling. A TRIAL Store/Account can only perform test transactions against a set of test credit card credentials, while a LIVE store/account can perform real-time actual credit card transactions for payments. A TRIAL Store/Account can be converted to a LIVE Store/Account by paying necessary fees associated to that Store/Account type. bdLogic TRIAL Store/Account can be open free of charge.
2. Payment Terms
(a) For access to and use of any bdLogic Service, you agree to pay all fees and charges specified in the bdLogic Service fee schedule. All fees are due immediately and are nonrefundable. If you switch your bdLogic Service, your service fees shall be prorated. bdLogic asks that you provide us with your credit card information for payment, and all charges you incur (including commission bdLogic earns from your sell but not limited to) for use of the bdLogic Service will either be deducted from the revenue collected (on be half of you from your sell) or be charged to the credit card number you provide. bdLogic also asks that you provide us with your bank account number, if you had opted for electronic transfer of revenue (bdLogic system collects for you). You understand that in the event you have already purchased a bdLogic Solution, your first payment for any purchase of a subsequent bdLogic Solution may be prorated, and the actual amount charged on your credit card may be slightly different than the list price. If bdLogic does not receive payment from the card issuer, you agree to pay bdLogic all amounts due upon demand. bdLogic may take commercially reasonable actions to validate your credit card and collect all payments due. You agree to pay all attorney and collection fees arising from any efforts to collect any past due amounts from you to the extent allowed by law. You understand that if bdLogic does not receive timely payment of all amounts due for any Solution you purchase, your use of any bdLogic Service or Solution may be severely restricted or terminated at bdLogic's sole discretion. This includes any Information you provide to bdLogic while using any bdLogic Service or Solution.
THE FEE FOR ANY BDLOGIC SERVICE IS NONREFUNDABLE. BDLOGIC WILL NOT REFUND ANY FEES PAID BY YOU IF YOU TERMINATE YOUR AGREEMENT WITH US.
(b) bdLogic reserves the right at its sole discretion and as it deems appropriate to add or remove certain services it offers and change its fees for any services in accordance with Section 4.
(c) You agree to notify bdLogic immediately if you suspect unauthorized use of the bdLogic Service, your credit card, or your password. Under the Fair Credit Billing Act, your credit card provider cannot hold you liable for more than $50 of fraudulent charges. Subject to the following, if your credit card provider holds you liable for any of this $50, bdLogic will cover your entire liability up to the full $50. bdLogic will cover this liability only if the unauthorized use of your credit card is solely a result of a negligent act or omission by bdLogic, and only for purchases made at bdLogic while using the secure server. In the event of an unauthorized use of your credit card, you must notify your credit card provider in accordance with its reporting rules and procedures.
(d) You agree to pay any taxes, including personal property taxes or sales taxes, resulting from your use of the bdLogic Services. You agree to pay all attorney and collection fees arising from our efforts to collect any past due amounts from you to the extent allowed by law.
3. Restrictions and Description of Prohibited Acts
(a) You may not use any bdLogic Service or bdLogic Solution, the selection of a web address for your Member Site, the Technology, or the Member Site to, including, but not limited to: (i) display material containing pornographic material of any kind; (ii) provide material that is grossly offensive to the bdLogic online community, including blatant expressions of bigotry, prejudice, racism, hatred, or excessive profanity, or post any obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable content; (iii) sell or promote any products or services that are unlawful in the location at which the content is posted or received; (iv) access illegally or without authorization any computers, accounts, or networks of bdLogic or any bdLogic Merchant/Member, or attempt to penetrate bdLogic's security measures ("hacking"), or conduct a port scan, stealth scan, or other information-gathering activity the intent of which is to gather information to be used to attempt a system penetration; or upload to bdLogic, send through bdLogic, or have bdLogic host or distribute any Internet viruses, worms, Trojan horses, other harmful code, pinging, flooding, mail bombing, or denial-of-service attacks; or disrupt the use of or interfere with the ability of others to effectively use a bdLogic Service or any connected network, system, service, or equipment; (v) display material that exploits, or otherwise exploit, children under 18 years of age; (vi) post any content or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property right of any third party; (vii) promote, solicit, or participate in pyramid schemes; (viii) post any content that holds bdLogic up to public scorn or ridicule; (ix) engage in any libelous, defamatory, scandalous, threatening, or harassing activity; (x) post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parents' consent, in case of a minor); and/or (xi) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups, or individuals or that provides instruction, information, or assistance in causing or carrying out such violence.
(b) You agree that without the express consent of bdLogic (and showing proof of the appropriate licenses where necessary or appropriate), you will never provide, sell, or offer to sell the following products or content (or services related to the same) on the Member Site you create: pharmaceutical or any other controlled substances; illegal drugs; illegal drug contraband; alcohol; firearms; weapons; pirated computer programs; pornography or illicitly pornographic sexual products; programs to "nuke" or create attacks against another individual or an Internet service provider; illegal goods; escort services; instructions on how to assemble or otherwise make bombs, grenades, or other weapons; information used to circumvent manufacturer-installed copy-protect devices; or computer software viruses or software designed to create a virus.
(c) You also agree that you will never promote or provide instructional information about: illegal activities, activities that can lead to physical harm to any group or individual, or any activities that lead to cruelty to animals. You may not use the bdLogic Service, Technology, or Member Site in any high-risk activities where damage or injury to persons, property, environment, or business may result if an error occurs. YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE.
(d) Unless bdLogic offers a service to conduct any of the following, you agree that you will never conduct the following types of activities on the Member Site: gambling; sweepstakes; raffles; lotteries; contests, pyramid, or Ponzi schemes; and/or unsolicited commercial email (spam).
(e) You agree that you will not (and you will not allow any third party to) partake in the following actions: reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any bdLogic Service, bdLogic Solution, or any Technology; individual passwording of Member Sites (or pages contained therein); deleting or altering author attributes or copyright notices, unless expressly permitted in writing by the author or owner; and/or fail to obtain all required permissions when using a bdLogic Service, bdLogic Solution, or Technology to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual-property laws, including copyright and patent laws.
4. Changes to the Terms and Conditions
bdLogic may at any time, with notice of not less than thirty (30) days, change its fees and change the terms of this Agreement. Except for the addition of new tools and services, bdLogic will also give reasonable notice before any modification of the then-current bdLogic Service that could change your Member Site. bdLogic will announce changes to our fees and charges by posting them in the Home section of our service. bdLogic may, at its discretion, supplement such notice by sending you an email or by putting a popup notice on your screen when you access the bdLogic Service, or by sending you a letter. If you find any change to be unacceptable, you are free to terminate this agreement by following the steps described in Section 8. Your use of the bdLogic Service after the effective date of a change constitutes your continued acceptance of the terms of this agreement, the bdLogic Service, and its fee schedule.
5. Advertising
bdLogic relies on the ongoing support of its sponsors and advertisers to help fund the free services it offers its Members. Accordingly, bdLogic reserves the right to serve ads as it deems appropriate on and alongside the bdLogic Service where Members will administer their Member Site.
6. Information About You and Your Business
(a) bdLogic is committed to protecting your privacy. bdLogic will never sell personally identifiable information about you or your business to any third party without first receiving your permission, and all uses of any personally identifiable information about you or your business will be subject to our Privacy Policy.
(b) In order to protect you, bdLogic uses state-of-the-art technology to protect your data from unauthorized third parties. Currently bdLogic uses Secure Sockets Layer (SSL) software and other encryption methods to protect your data and secure your transactions. SSL encrypts all your personal information, including your credit card number, name, and address, as it is transmitted over the Internet.
7. bdLogic Rights
(a) Member Site Content Changes. bdLogic reserves the right to make changes to Member Site upon written request by you to Customer Support to do so, such as through email, ticket-based online support system, or upon breach of any of the provisions of this Agreement by providing you notice of such breach and reasonable time, determined by bdLogic at its sole discretion, to rectify the infringing content. If after such time has expired the Member Site does not conform to bdLogic's satisfaction, bdLogic may make changes to the content of Member Site to bring it to compliance with this Agreement. Member agrees not to hold bdLogic liable for any foreseeable, unforeseeable, direct, or indirect consequences that may result from changes made by Customer Support to Member Site in response to Member request to do so or in response to a Member Site that breaches this Agreement. bdLogic's decisions are final and binding. Notwithstanding the above, bdLogic also reserves the right to discontinue the provision of any or all aspects of the bdLogic Service or any bdLogic Solution to any Member for any breach of this Agreement.
(b) Communications. You will receive a confirmation email from us at the time of registration. Once registered, you can set your email subscription preferences. If you choose to receive Member communications, you may choose to change your email preferences at any time by following the instructions above. bdLogic reserves the right to communicate with all Members regardless of their email subscriptions in the event that important messages need to be communicated to Members, including, but not limited to, service outages, material changes or modifications to the service, and notice of changes to this Agreement.
8. Term/Termination
(a) Term.
This agreement shall be effective upon when you click on the Charge My Credit Card button (on I Agree in some cases) until terminated in accordance with the provisions below.
(b) Termination by bdLogic.
(i) bdLogic may at any time without notice to you discontinue any or all aspects of the bdLogic Service or restrict your use of the bdLogic Service in whole or in part for any breach of this Agreement by you; or if bdLogic determines in its sole and exclusive judgment that terminating your use of the bdLogic Service is necessary for security reasons or for proper continued operation of the bdLogic Service; or your use of the bdLogic Service, bdLogic Solution, or Technology is not for legitimate business purposes, or your use of the bdLogic Service violates any laws or regulation; or if bdLogic receives information that the bdLogic Service or your use of the bdLogic Service (or any part thereof) may violate any third-party right.
(ii) bdLogic may at any time, with thirty (30) days notice to you, modify or discontinue any or all aspects of the bdLogic Service.
(iii) bdLogic may at any time, with ten (10) days notice to you, modify or discontinue any or all aspects of the bdLogic Service or any bdLogic Solution, if the credit card number you provide bdLogic expires, or if bdLogic is unable to charge valid charges to that credit card number, or if you otherwise fail to make payments due to bdLogic hereunder.
(iv) Upon termination of this Agreement, all rights granted to you under this Agreement shall terminate immediately. If bdLogic terminates this Agreement or suspends your access to the bdLogic Service, you will remain liable for the full charge for the period during which we terminate or suspend your bdLogic Service. Following such termination or suspension, you agree not to reregister for or otherwise access the bdLogic Services without bdLogic 's prior written approval. bdLogic reserves the right to delete any data files associated with your use of the bdLogic Service upon termination of this Agreement.
(c) Termination by You.
You may cancel your bdLogic Service at any time. To cancel, you must submit a written request to Customer Support at least five (5) business days before the beginning of your next billing period. If your notice to bdLogic is within this five (5) business-day period before the beginning of your next billing period, you will be charged for the subsequent billing period, and the cancellation will take effect for the following billing period.
Effects of Cancellation
If you cancel your bdLogic Service, then as of the end of the applicable billing period, you will no longer have access to any of the tools and services included in the service, therefore: (i) bdLogic will no longer host your web-store, and all of your Information will be deleted; (ii) you will no longer have access to any site building services, communication tools, or reports; (iii) (for Professional and professional+ only) you will no longer have access to your Web Mail, and any files, emails, attachments, email addresses, and any other information or content included in your Web Mail account will be deleted.
BDLOGIC IS NOT RESPONSIBLE FOR THE DELETION OF ANY FILE, ATTACHMENT, INFORMATION, CONTENT, OR ANY OTHER CONSEQUENCE OF YOUR DECISION TO CANCEL THIS SERVICE.
9. Indemnification
You agree to indemnify bdLogic and hold bdLogic harmless against any and all liabilities, cost, and expenses, including reasonable attorney's fees related to or arising from: (i) your use of the bdLogic Service in a way that is prohibited or restricted under this agreement; (ii) infringement of any copyright, trademark, intellectual property, or other right or patent by any material you post or use on your Member Site; (iii) any breach by you of this Agreement; and/or (iv) any indecent, obscene, or libelous material posted on your Member Site.
10. Reporting Violations
bdLogic does not actively monitor the content of Member Sites but will investigate complaints of a violation of third-party rights. Violations or infringement of a third-party copyright, other intellectual property right, or other right will be dealt with in accordance with the bdLogic Policy.
11. Proprietary Rights
As between the parties, bdLogic acknowledges that it claims no proprietary rights in your Information or any intellectual property right contained therein. As between the parties, you acknowledge and agree that bdLogic and its licensors own all right, title, and interest in: (a) the bdLogic Service or any bdLogic Solution; (b) the Technology available on the bdLogic Service or bdLogic Solution; (c) and all content, including but not limited to text, software, music, sound, photographs, video, graphics, or other material contained or maintained on the bdLogic Service or bdLogic Solution (collectively "bdLogic Content"), excluding all Member Information. In addition, you agree that the bdLogic Content and Technology available on the bdLogic Service or any bdLogic Solution is protected by U.S. and international copyrights, trademarks, service marks, patents, or other proprietary rights and laws; therefore, you are permitted to use this bdLogic Content and Technology only as expressly authorized by bdLogic or its licensors. You also understand and agree that the compilation, collection, selection, arrangement, assembly, and coordination of all bdLogic Content available on the bdLogic Service or bdLogic Solution is the exclusive property of bdLogic and its licensors and protected by U.S. and international copyright laws. You agree that, except as expressly authorized by bdLogic, all the bdLogic Content and Technology available on the bdLogic Service or bdLogic Solution may be used by you only for your internal business and data-gathering purposes. You may make copies of selected portions of the bdLogic Content, provided that such copies are made only for your internal use and only if you maintain any proprietary notices contained in such bdLogic Content; otherwise you may not make, use, sell, copy, reproduce, distribute, transmit, or create derivative works from this bdLogic Content or Technology without expressly being authorized to do so by bdLogic.
12. Trademarks and Service Marks
All graphics, logos, and service names used by bdLogic on the bdLogic Service or bdLogic Solutions to identify the products or services of bdLogic (collectively the "bdLogic Trademarks") are the trademarks of bdLogic. You agree not to use the bdLogic Trademarks in connection with your products or services or any third-party products or services or in any manner that disparages or discredits bdLogic. All other brands and names (including third-party product names) used on the bdLogic Service are the property of their respective owners.
13. Limitation on Liability
(a) YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL. REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL BDLOGIC, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE BDLOGIC SERVICE, TECHNOLOGY, OR CONTENT AVAILABLE ON THE BDLOGIC SERVICE ("BDLOGIC AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (I) FOR ANY DECISION MADE OR ACTION OR NONACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE BDLOGIC SERVICE; (II) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (III) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF BDLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) THE AGGREGATE LIABILITY OF BDLOGIC AND THE BDLOGIC AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO BDLOGIC DURING THE TERM OF THIS AGREEMENT FOR ANY BDLOGIC SERVICE, BDLOGIC SOLUTION, OR TECHNOLOGY.
(c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
(d) IN NO EVENT IS BDLOGIC OR ANY BDLOGIC AFFILIATE LIABLE FOR ANY DAMAGES ARISING FROM YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES IN CONNECTION WITH THIS AGREEMENT, OR ARISING FROM ANY CAUSE BEYOND BDLOGIC'S CONTROL.
(e) THIS SECTION APPLIES TO ALL CLAIMS BY YOU IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING YOUR CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT (EVEN IF IN THE NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH), OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION, AND/OR OTHERWISE.
14. Warranties/Disclaimers
(a) For Professional+ Members only: If you have purchased the bdLogic Professional+ Service, then bdLogic offers you the following Performance Guarantee:
Once you publish your site, you can expect 99 percent availability in any calendar month, excluding scheduled maintenance or outages beyond our control or other third-party service provider outages. Your published site is available when end users are able to download your homepage from bdLogic.
If your published site is available less than 99 percent but more than 95 percent of any calendar month, you will receive a bdLogic credit of 25 percent of your monthly bdLogic Professional+ Service fee for the affected month.
If your published site is available less than 94.99 percent but more than 90 percent of any calendar month, you will receive a bdLogic credit of 50 percent of your monthly bdLogic Professional+ Service fee for the affected month.
If your published site is available less than 89.99 percent of any calendar month, you will receive a bdLogic credit of 100 percent of your monthly bdLogic Advantage Service fee for the affected month.
Once a bdLogic credit is given, it will be applied to your next billing cycle. If a credit is necessary, you will receive the appropriate credit within 6 to 8 weeks of the end of the month in which the Performance Guarantee was breached. In no event will bdLogic refund any portion of the bdLogic Professional+ Service fee. Availability shall be calculated solely by bdLogic. This Performance Guarantee does not apply to any technology offered to you in a "preview" or "beta" mode.
The remedy stated above is your sole remedy for any breach of the Performance Guarantee.
(b) THE OPINIONS AND VIEWS EXPRESSED IN ANY MEMBER SITE DO NOT REFLECT THOSE OF BDLOGIC, AND BDLOGIC DOES NOT REVIEW, VERIFY, ENDORSE, OR OTHERWISE VOUCH FOR THE CONTENT OF ANY MEMBER SITES. BDLOGIC IS NOT RESPONSIBLE FOR THE CONTENT OF ANY MEMBER PAGE. MEMBERS ARE SOLELY RESPONSIBLE FOR EVERYTHING CONTAINED IN THEIR OWN MEMBER SITE. MEMBERS MAY BE HELD LEGALLY LIABLE FOR THE CONTENTS OF THEIR MEMBER SITE AND MAY BE HELD LEGALLY ACCOUNTABLE IF THEIR MEMBER SITE INCLUDES, FOR EXAMPLE, ANY DEFAMATORY COMMENTS OR MATERIAL PROTECTED BY COPYRIGHT, TRADEMARK, PATENT, OR TRADE SECRET OR OTHER LAWS WITHOUT THE EXPRESS PERMISSION OF THE AUTHOR OR OWNER.
(c) BDLOGIC IS NOT RESPONSIBLE FOR THE DELIVERY OR QUALITY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED THROUGH THE BDLOGIC NETWORK OR THROUGH ANY BDLOGIC AFFILIATE PROGRAM OR THROUGH THE MEMBER SITES.
(d) EXCEPT FOR 14(a), ALL BDLOGIC SERVICE, CONTENT, AND TECHNOLOGY PROVIDED IN ASSOCIATION WITH THE BDLOGIC SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER BDLOGIC NOR BDLOGIC's LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE BDLOGIC SERVICE, CONTENT, TECHNOLOGY, OR PRODUCTS THAT BDLOGIC OR ITS LICENSORS OR ANY OTHER THIRD PARTY PROVIDES, AND BDLOGIC AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED AND EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, NO WARRANTY IS GIVEN THAT THE BDLOGIC SERVICE OR TECHNOLOGY IS ERROR-FREE. BDLOGIC AND ITS LICENSORS DISCLAIM ANY WARRANTY OF TITLE OR ANY OTHER WARRANTIES FOR ANY THIRD PARTY'S OFFERING(S) OR PRODUCT(S).
(e) BDLOGIC DOES NOT GUARANTEE THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO YOUR INFORMATION. BDLOGIC AND ITS LICENSORS ARE NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION CARRIED OVER INTEREXCHANGE CARRIERS', LOCAL EXCHANGE CARRIERS', OR OTHER PROVIDERS' FACILITIES.
(f) THE DOCUMENTS AND GRAPHICS APPEARING ON THE BDLOGIC SERVICE MAY INCLUDE TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, AND OUT-OF-DATE INFORMATION; THEREFORE YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE OF THE BDLOGIC SERVICE, BDLOGIC SOLUTION, OR TECHNOLOGY.
(g) BDLOGIC MAY PROVIDE LINKS TO OTHER WEB SITES OR RESOURCES. YOU ACKNOWLEDGE AND AGREE THAT BDLOGIC IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. YOU ALSO AGREE THAT BDLOGIC SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON SUCH EXTERNAL THIRD-PARTY SITES.
15. Miscellaneous
(a) This Agreement shall be governed by and construed in accordance with U.S. federal and Texas laws, excluding its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement. You agree to submit to the exclusive jurisdiction of the federal and state courts of the state of Texas, which are located in San Houston, TX. If local laws prohibit your participation in any part of the bdLogic Service, or use of them, then you are responsible for complying with such laws and the terms of this Agreement.
(b) Any and all disputes between you and bdLogic will be settled by arbitration in Houston, TX, in accordance with the regulations of the American Arbitration Association then in force, and you agree that all negotiations, discussions, and settlements shall be subject to obligations of confidentiality and shall not be disclosed to any third party.
(c) If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
(d) All notices to you shall be in writing and shall be made either via email or conventional mail, or by posting such notices on the bdLogic Service. bdLogic may broadcast notices or messages through the bdLogic Service to inform you of changes to this Agreement, the bdLogic Service, or other matters of importance; such broadcasts shall constitute notice to you. All notices to bdLogic from you must be made in writing via our Customer Support form.
(e) bdLogic's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by bdLogic in writing.
(f) Except in the event that you purchase any bdLogic Solution, this Agreement comprises the entire agreement between you and bdLogic and supersedes all prior agreements between the parties regarding the subject matter contained herein. Should you choose to purchase any bdLogic Solution, you will be bound by all terms and conditions relating to the provision of such bdLogic Solution.
(g) Your membership in the bdLogic Service and any of your rights hereunder may not be assigned or transferred to any third party. bdLogic reserves the right to assign this agreement to any third party that acquires all or substantially all of its relevant business or assets.
(h) The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
(i) You represent and warrant that you are over the age of 18 years, have read this Agreement, and agree to be bound by its terms and conditions.
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