The following are our general terms and conditions that are agreed upon any payment being made to Logic Replacement.
This Terms and Conditions (TAC) agreement is between you (Client) and Logic Replacement (LogicReplace or LR) and its legal successors and assigns. Logic Replacement may do business under the names LogicReplace among others. By accepting these Terms and Conditions (TAC) electronically or in writing, and/or by using Logic Replacement's services, including but not limited to, submission of content to Logic Replacement’s design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client’s electronic acceptance of this TAC shall have the same force and effect as if Client had agreed to this TAC in writing. Logic Replacement provides its services to Client subject to the following TAC, which may be updated from time to time without notice. Client should periodically review the most current version of the TAC at http://www.logicreplace.com/tac.php. Failure to comply with the TAC may result in account termination. By using Logic Replacement's services Client agrees to the most current version of the TAC. Client’s acceptance of the TAC is binding upon all Logic Replacement's services including the purchase of additional services or additional websites or accounts at a later date.
Logic Replacement designs and develops web based software, systems and websites and provides other internet related services, including, but not limited to, support and modifications of websites, e-commerce, flash, web-traffic reporting, database development, content management and administration systems, email accounts and additional website related services. Client understands that Logic Replacement's services may include certain communications from Logic Replacement such as advertisements, notices, service announcements and newsletters. Client is responsible for obtaining access to Logic Replacement's services that may involve 3rd party fees (including but not limited to, ISP, merchant accounts and gateways). Client is also responsible for all equipment and software necessary to access Logic Replacement's services.
Logic Replacement is an internet based business and communicates with its clients electronically. When Client accepts this TAC, Client consents to receive electronically from Logic Replacement any notices, agreements, disclosures, or other communications (Notices). Client agrees that Logic Replacement may send electronic Notices in either of the following ways 1) To the email address provided to Logic Replacement at the time of sale or 2) to the new email address account Client set up through Logic Replacement. Client agrees to check the designated email addresses regularly for Notices. Notice from Logic Replacement is effective when sent by Logic Replacement, regardless of whether the Notice is read or received by Client.
Logic Replacement values you as a customer. Protecting the privacy of information we have about you is of great importance to us. We want you to understand how we protect the confidentiality of that information about you as well as how and why we use and disclose it. The following provides details about our practices and procedures for protecting the security of nonpublic personal information about you.
INFORMATION WE COLLECT: Logic Replacement collects and uses personal information about you to conduct our business, to advise you about our products and services, and to deliver effective customer service. Sources of this information include: - Information we receive from you on applications and other forms, such as your name, address, social security number and telephone number - Information about your transactions with us, such as your account balances, payment history and account activity· Information we receive from consumer reporting agency, such as your credit bureau reports and other information relating to your creditworthiness. - Information we receive about you from other sources, such as your employer or third parties.
USE OF IP ADDRESSES: Logic Replacement.com website also logs IP addresses for systems administration purposes. IP addresses are logged to track a user's session. This gives Logic Replacement, Inc. an idea of which section of our site users are visiting and helps us to improve our site to better serve our customers. We do not link IP addresses to anything personally identifiable. This means that a user's session will be tracked, but the user will be anonymous.
INFORMATION WE DISCLOSE: We do not sell, rent, license, trade or otherwise disclose the personal information of our customers to unaffiliated third parties. We may share such information among our affiliates as necessary to provide you with the information and services you request. We may disclose information about you if and when we believe it is necessary to comply with any law, rule or court order, or subpoena, or to enforce our legal rights or rules of our website, or to protect our business, property and operations.
CONFIDENTIALITY AND SECURITY: We restrict access to personal information about you to our employees, our affiliates' employees or to others who need to know that information to service your account. We store all information we collect on servers that we believe are secure from unauthorized access. We use a variety of technologies to minimize the likelihood of the loss, alteration or misuse of the information we collect.
Logic Replacement aims to provide excellent service to Client, as such it is expected that Client’s business or other practices follow certain guidelines. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of Logic Replacement's services. Such decisions are at the sole discretion of Logic Replacement. Unacceptable practices include, but are not limited to: Adult/pornographic material including, but not limited to, sexually explicit or suggestive material Sexually oriented products or services , or other sexually oriented material Nudity, including airbrushing (exceptions granted if for medical or artistic purposes) Lingerie websites Offensive or otherwise distasteful material Content or language that is harmful to minors in any way Bulk emailing tools Distribution of internet viruses or other harmful or destructive activities Hacking and cracking Scams or phishing for personal information Solicitation of funds other than for legal charitable organization Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language Defamatory, hateful or revenge content or language. Aids to pass drug tests or aids to pass lie detector tests. Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products Reverse Funnel Systems Cash Gifting Illegal drugs or drug paraphernalia Prescription drugs and related content Alcohol sales Tobacco sales Miracle cures Fake documents Fireworks, pyrotechnics, firearms, explosives or weapons. Intentional or unintentional violations of any applicable local, state, national or international law. Reselling of email accounts or hosting accounts to third parties. Reselling of any Logic Replacement’s services including, but not limited to, design services, updates without a written re-seller agreement. Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email Links to other sites that are in violation of Logic Replacement’s policies and guidelines Other activities, whether lawful or unlawful, that Logic Replacement deems to be in poor taste or that reflect adversely on Logic Replacement or Logic Replacement’s other clients Logic Replacement reserves the right to refuse to work with Client, design or host an account at its sole discretion at anytime. As a Logic Replacement Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s website is the sole responsibility of the Client. Client is fully responsible for all website content and agrees to hold Logic Replacement's harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. Logic Replacement retains the right to terminate any accounts that are in violation with the letter or spirit of this TAC. Logic Replacement may also, at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. As a Logic Replacement Client you may have access to editing tools for your website. Client may edit, add or delete content to the website at anytime. With this understanding Logic Replacement may or may not pre-screen content. Logic Replacement shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by Logic Replacement or not, including any reliance upon accuracy, usefulness or completeness. Client acknowledges that Logic Replacement may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TAC, provide customer service or protect the rights, property, or safety of Logic Replacement and the public.
Logic Replacement respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. Logic Replacement may terminate accounts for copyright or trademark infringement, or for any other reason Logic Replacement deems appropriate as it may relate to Client’s use of another’s intellectual property. Logic Replacement will not use copyrighted or trademarked materials on any Client’s website without the express written consent of the copyright or trademark owner. It is Client’s responsibility to ensure that all content submitted to Logic Replacement is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client’s website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client’s website. (See Unacceptable Practices). Client content that is sent to Logic Replacement will remain the intellectual property of the Client. Logic Replacement does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. Logic Replacement will attempt to honor requests to return original content; however, Logic Replacement has no liability and does not guarantee the return of any content to Client. Domain names purchased by Logic Replacement and website designs, databases, stores, or programs created by Logic Replacement are the property of Logic Replacement until Client has paid all fees in full.
Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data.
Client acknowledges that by using Logic Replacement's services Client will be causing communications to be sent through Logic Replacement's computer networks, which may be located throughout the United States or outside of the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of Logic Replacement's services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection, processing and transborder transfer of such personal information as Client may provide or make available to Logic Replacement.
The Client is expected to provide timely feedback for each Client approved milestone. If no feedback or conclusion is received within three business days from release of the milestone stage then it is assumed that the milestone is approved and any staged payment will be due. Certain milestones will be difficult or impossible for Client to provide feedback, example, upon completion of database design. For these types of milestones it is the responsibility of Logic Replacement to inform Client that the milestone has been completed and for Client to pay the staged payment. If a staged milestone payment is not received then the project will be placed on-hold until the payment is received. Once the project is fully paid it is understood and agreed by Client that the project is fully completed to specification and to the full satisfaction of Client. Any subsequent requests for fixes or changes, of whatever nature or cause, will be subject to additional charges at Logic Replacement’s normal hourly rates.
Client agrees to the following design process unless stated otherwise in the proposal. WIREFRAME MOCKUP: After deposit is paid, and if a wireframe is deemed required as described in the proposal then Logic Replacement will generate a web based wireframe mockup (Version 1) that does not consider any look and feel design aspects but describes the general pages and functions that will be developed by Logic Replacement. It is expected that Client will assign time to review the wireframe and provide feedback. Logic Replacement will then make any required changes to the wireframe (Version 2). Client is then required to review wireframe and to provide a second and final set of feedback. Logic Replacement will then make final changes to the wireframe (Version 3). Client will then approve the wireframe. If Client requires updates to the wireframe beyond version 3 then Logic Replacement will charge Client at Logic Replacement’s normal hourly rates. Client accepts that if the requirements in the approved wireframe are different from the assumptions of the proposal then Logic Replacement is at liberty to revise its pricing (decrease or increase) for the remaining payments due and to seek approve for the change from Client. Client must formally approve the wireframe in writing by email. Client accepts that the approved wireframe will be used as a development specification that describes all in-scope requirements and that any new requirements that are requested and that are not in the wireframe will be subject to additional fees at Logic Replacement’s normal hourly rates. TEST PLAN: Logic Replacement will generate a system test plan that will be used by its internal test team for acceptance testing. The test plan will be generated before website development starts. PROTOTYPE DESIGN: Logic Replacement will not commence the prototype design until the wireframe is approved. Client will provide Logic Replacement with general or specific design guidelines regarding the look and feel requirements. Logic Replacement will then create a prototype design in the form of a static image representing typically the home page. The design of the prototype is limited to three revisions. Client must formally approve the prototype in writing by email. Additional revisions or new prototypes will be created if required and will be subject to additional fees based on Logic Replacement’s standard hourly rate. WEBSITE DEVELOPMENT: Logic Replacement will develop the website and any associated software as specified in the wireframe and with the same look and feel as the prototype. Client must formally approve all client approved milestones in writing by email. CLIENT AND THIRD PARTY DEPENDENCIES Client is asked to provide the following with enough time to allow the project to be completed without delay, the dependencies can include but are not limited to, text content, images, movies, animation, files, server access details, domain name details, access to merchant accounts, access to hosting etc. Client agrees that if these dependencies are not provided by the end of the project that Logic Replacement can add temporary replacement files or content or make temporary arrangements or indicate on related pages that "this section is pending" and that these dependencies will not delay or be used as a reason to delay any client acceptance testing or milestone or project completion payments. Once the client or third party dependencies are completed then Logic Replacement will complete the integration on a best efforts basis. If Logic Replacement decides that the client or third party dependency is critical to the progress of the project then Client is required to pay all fees due and the project will be placed on hold until the dependencies are removed. LOGIC REPLACEMENT ACCEPTANCE TESTING: For acceptance testing Logic Replacement will test the system against the approved wireframe and in mainstream web browsers and will use the test plan. CLIENT ACCEPTANCE TESTING: Client is required to acceptance test the website and system within a reasonable period of time. It is agreed that Client will review the website and system and provide a single list of issues or bugs within a period of three business days. Logic Replacement will then determine if the issues or bugs are either in-scope or out of scope. Issues that are in scope will be corrected by Logic Replacement and Client is then required to retest against the Client’s original list of issues and approve the project within one business day. If Client fails to provide feedback or approval within two weeks then it is assumed that the project is fully approved and any final fees will be immediately due. DEPLOYMENT: Deployment will only commence upon payment of all fees due. Logic Replacement will provide limited resources for deployment. In the case of e-commerce sites it is the responsibility of Client to add product related data and any content managed data. For websites that are hosted by Logic Replacement only three email accounts will be set-up for Client and Client is responsible for all other website and hosting configuration unless there is a prior agreement that Logic Replacement will perform these chargeable tasks. Website will only be made live after all fees due to Logic Replacement have been received. The Logic Replacement QA team may review the text before site goes live to correct any possible errors. Logic Replacement will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the website. Client will be notified by email that the website is now live.
If the client delays the project for more than 15 business days, then Logic Replacement must be paid in full and cannot be held liable for any incomplete projects. Logic Replacement will use its best efforts to complete the development within a reasonable amount of time as estimated in the proposal as expressed in person days, however Client understands, agrees and acknowledges that Logic Replacement does not guarantee a time frame for completion of ANY custom website. A custom website cannot be completed without submission of complete content, design approvals and participation from the Client. If Client continues submitting additional content or changes throughout the design process, the design time frame is increased. Logic Replacement is not liable in any way for any overruns or late delivery and cannot be held respomsible for any loss incurred by Client as a result, examples are but not limited to, lost potential sales, marketing expenses for any other claims for compensation. Logic Replacement is not liable for any changes or time extensions that might arise due to client’s failure to fully review at any milestone stage of the project and if this failure results in additional development time later then Logic Replacement is entitled to invoice Client for the additional time.
Additional fees over and above the original proposal or wireframe may be incurred for any required task or action that is needed to meet the project objectives that were either not clearly defined by Client - or - have been subsequently and newly introduced after the start of the project - or - are changes requested by Client. Logic Replacement agrees to build a website and/or database to specifications as described in the approved wireframe. Any additions or changes either prior to the custom website going live, or after the site has gone live, will be billed at Logic Replacement's standard hourly rate. Logic Replacement is not obligated to complete Client requests or changes outside of the scope of the approved wireframe. If Logic Replacement does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due.
Please see the Hosting Terms of Service here http://www.logicreplace.com/htos.html
Please see the Hosting Terms of Service here http://www.logicreplace.com/htos.html
Due to the large number of dynamic considerations that search engines use when determining a site's search engine ranking, Logic Replacement cannot guarantee any particular placement, search engine ranking or performance or site visitor traffic quality or quantity. Acceptance to any search engine cannot be guaranteed and when a site is accepted the time it takes to appear in search results can vary from one search engine to another. Logic replacement is not responsible or liable as a result of any of its search engine marketing activities for Client.
Logic Replacement is not responsible for any changes Client (or Client’s staff or sub-contractor or any other person) makes to Client’s website, or if Client breaks the website. Time required by Logic Replacement to repair changes made by Client will be billed to Client at Logic Replacement standard hourly rate.
Web hosting is typically paid for one year in advance or monthly in advance. There are no refunds for hosting fees. Logic Replacement expressly reserves the right to retain one copy of any website designs, databases, stores, flash, programs, writings, or any other work created for Client for evidentiary purposes. Domain names are purchased through a third party service. Logic Replacement cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase Logic Replacement will assist the Client in selecting and purchasing an alternate domain name. Domain names already owned by the Client remain the property of the Client and renewal of the domain name is the Client’s responsibility. The renewal of any domain names transferred to the Client is the responsibility of the Client. Upon cancellation or termination of Client’s account, Logic Replacement will no longer renew any domain names associated with the account and Client assumes sole responsibility for their renewal thereafter. If hosting fees are not paid the Client’s web hosting account will be terminated without notice. A reconnection fee of $50 will then be due and must be paid with the outstanding hosting fees and then the web hosting will be re-established.
Logic Replacement makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to Logic Replacement are due at time of sale of website design and hosting services and are not contingent upon Client’s marketing of said website. Client is responsible for all marketing of Client’s website. Logic Replacement is not responsible for marketing of Client’s website including search engine rankings.
The initial deposit is due and billed in full at the time of the original sale. Milestone payments (if applicable) and final payment are then due as described in the proposal. All amounts due are for immediate payment. Monthly hosting amounts may vary depending upon the hosting package selected by Client. Logic Replacement reserves the right to change prices at any time including monthly hosting amounts and hourly design fees. Logic Replacement accepts payment via wire transfer, Paypal or Western Union. Logic Replacement reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.
If Logic Replacement does not receive payment in full when due, Logic Replacement may, to the extent permitted by the law of the state or country of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance. Logic Replacement may, to the extent permitted by the law of the state or country of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to Logic Replacement for collecting from Client.
Requests for termination/cancellation must be made in writing/email. The date and time when the cancellation email is received by firstname.lastname@example.org is the cancellation date and time. Amounts paid by Client to Logic Replacement and received in either Logic Replacement’s Paypal account or bank account or by other means more than 30 days before the cancellation date and time are forfeited and are not subject to any refund for any reason and Client expressly accepts this condition. Cancellation by Client can be for any or no reason and the Client’s reason for canceling will not alter the termination/cancellation policy as described in these terms and Client expressly accepts this. Refund amounts for payments received by Logic Replacement from Client up to the cancellation date and time will be calculated in the following ways: a). A cancellation fee of 30% of the total deposit paid will be retained for projects that have been booked, but cancelled prior to Logic Replacement starting any work. b). Projects that are in progress at the date and time of cancellation will be billed a cancellation fee based at the hourly rate of US$35 per hour based on work performed for the Client’s project in the days prior to the cancellation date and time minus the amounts paid by the client. Logic Replacement records all time allocated to Client’s project and Client agrees to the use of our staff time monitoring system for the calculation of the number of hours spent on Client’s project and this value is final and not open for negotiation or change. Should the number of hours spent on project (in the days prior to the cancellation date and time) multiplied by US$35 be greater than the amounts paid by Client in the days before the cancellation date and time then Client will be billed the difference. Upon payment of these cancellation fees, the work completed (in whatever state it is currently in) up to the cancellation date and time will be released to the client. Refunds will be processed within 180 days of request by the client, if there is a refund amount due based on the terms above. Because we resell hosting, we are unable to offer refunds on hosting, SSL and domain services.
Client acknowledges and agrees that Logic Replacement's services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of Logic Replacement's services.
Logic Replacement may infrequently or from time to time contract with Contract Service Providers to complete a portion, or all of the Client’s custom website. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any Logic Replacement employee directly for services. All payments for services rendered must be made directly to Logic Replacement. Contract Service Providers are independent contractors and are required to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website and do not have access to Client’s personal information including payment information.
For all new projects or for any new changes to existing project and existing projects that have been already been developed or changed and that have been deployed then a 30 day warranty is provided. This period is measured from when the change or development was completed or deployed, whichever comes soonest. It is understood by the customer that any changes requested or actions required by Logic Replacement after the warranty period will incur a fee unless the customer has a support package.
CLIENT UNDERSTANDS AND AGREES THAT LOGIC REPLACEMENT, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LOGIC REPLACEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE LOGIC REPLACEMENT'S SERVICES, RELIANCE ON LOGIC REPLACEMENT'S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF LOGIC REPLACEMENT'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH LOGIC REPLACEMENT'S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO LOGIC REPLACEMENT'S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO LOGIC REPLACEMENT'S SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT. Without limiting the foregoing, under no circumstance shall Logic Replacement be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. Logic Replacements full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to Logic Replacement.
Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against Logic Replacement, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against Logic Replacement in Client’s individual capacity and not as a member of a class.
Client agrees to defend, indemnify and hold harmless Logic Replacement, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through Logic Replacement's services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by Logic Replacement or from Client’s breach or violation of the TAC, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless Logic Replacement, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by Logic Replacement to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.
This agreement shall be governed by the location of Logic Replacement's main business operations. The parties herby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction as decided by Logic Replacement.
Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and Logic Replacement. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of Logic Replacement) as selected by Logic Replacement.
Logic Replacement may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.
Making payment, or submitting information or documents to Logic Replacement so that Logic Replacement may perform services for the client, the same shall constitute an electronic signature and full agreement to the TAC.
Logic Replacement reserves the right to subcontract services or assign the ongoing servicing of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of Logic Replacement, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of Logic Replacement and shall be automatically assigned to any successor entity of Logic Replacement and shall continue in effect thereafter in accordance with its terms.