Terms & Conditions
The following are our terms and conditions that are agreed upon any payment being made to Logic Replacement or for requesting that we perform work for a client.
For web hosting terms please scroll to the section below these terms.
1. Acceptance of the Terms and Conditions
This Terms and Conditions (TAC) agreement is between you (Client) and Logic Replace LLC (LogicReplace or LR or Logic Replacement) and its legal successors and assigns. Logic Replacement may do business under the names LogicReplace among others.
You indicate acceptance of these terms and conditions of service by placing an order with Logic Replace LLC or via one of its sales agents. These terms and conditions will not be varied for individual customers.
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/terms. 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.
2. Services Provided, a Description
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, eCommerce, 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.
3. Electronic Delivery Policy
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:
- To the email address provided to Logic Replacement at the time of sale.
- 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.
We do not store credit card details nor do we share customer details with any 3rd parties.
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.
HOW WE USE YOUR PERSONAL INFORMATION: Our site uses order forms for customers to request information, products, and services. We collect visitor’s contact information (such as your email address) only when they are provided to us. We use your contact information to communicate with you if and when necessary in connection with your use of our website, to respond to your questions, or to send you material and information you request. We may also use this information to notify you of changes to our website or new services we think you may wish to know about.
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.
5. Practices that are Unacceptable
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.
6. Intellectual Property Policy
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.
7. International Use
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.
8. Interstate Communications
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.
9. Charges and Fees
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 fully and formally approved and any staged payment will be due. Also if payment is received that is related to a milestone then it is agreed that the work already completed is formally and fully approved regardless of any communication made that might indicate that the client is not sure etc, payment means full approval.
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 and approved to specification (based on the proposal and/or discovery) 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.
10. Design Process
Client agrees to the design process as stated in the proposal or in other communications or as decided by Logic Replace.
11. Project Time Duration and Delays Caused by Client
If the client fails to communicate with Logic Replace for a period of 15 days then the all project fees will be considered as due.
12. Website Change Requests Before and After Website Goes Live
Additional fees over and above the original proposal or discovery 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
- have been subsequently and newly introduced after the start of the project
- are changes requested by Client.
Any additions or changes either prior to the 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 scope. If Logic Replacement does not agree to client requests or changes, client is still obligated to pay all fees incurred and due.
13. Web Hosting Use and Storage
Please see the Hosting Terms of Service below these terms on this page.
14. Web Hosting Server Security Practices
Please see the Hosting Terms of Service below these terms on this page.
15. Search Engine Marketing Services
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.
16. Third Party or Client Changes
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.
17. Domain Names Purchased/Hosting Agreement
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 $100 will then be due and must be paid with the outstanding hosting fees and then the web hosting will be re-established.
18. Marketing Representations
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.
19. Billing Policy
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.
Logic Replacement reserves the right to change prices at any time including 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.
Any accounts that are not paid within 5 days of the invoice date will have their related internet assets removed and archived (Will archive for a maximum of 30 days) and will be subject to a re-installation and administration fee of $100.
20. Billing Disputes
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.
21. Termination/Cancellation of Services
Requests for termination/cancellation must be made in writing/email. The date and time when the cancellation email is received by email@example.com 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$75 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$75 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.
22. Logic Replacement Proprietary Rights
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.
23. Use of Information
Client hereby gives permission to Logic Replacement to use samples or links to Client’s custom website designed by Logic Replacement for marketing and advertising purposes, including but not limited to, use in Logic Replacement online portfolio.
24. Third-Party Services
Logic Replacement does not represent nor warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access Logic Replacement’s services. Client also agrees that Logic Replacement is under no obligation to provide Client with any enhancements, updates, or fixes to make Logic Replacement’s services accessible through any third-party applications or services, including third party hosting services. Logic Replacement is under no obligation whatsoever to provide support or service for websites hosted on third party servers or non-Logic Replacement servers.
25. Contract Service Providers
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.
26. Disclaimer of Warranties
Service and software is provided on an “AS IS, AS AVAILABLE” basis. Logic Replace gives no warranty, expressed or implied, for the Web Design/Development Services and software provided, including, without limitation, warranty of the merchantability and warranty of fitness for a particular purpose. This no warranty expressly includes any reimbursement for losses of income due to disruption of services by Logic Replace or its providers beyond the fees paid by Client to Logic Replace for services.
27. Limitation of Liability
Logic Replace LLC has no responsibility for any losses incurred by the use of any software created for the client for any reason. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before and/or during use and that the client is responsible for monitoring the ongoing operational and overall business critical performance of the functions provided by the solution, website, change or software.
The client is responsible to check fully any application or programming or change or solution as provided relating to a site developed by Logic Replace LLC before being made generally available for use and/or immediately when made live. Client takes full responsibility for ensuring that eCommerce site(s) function to meet their basic and/or business critical operational functions end to end at all times, Logic replacement is not responsible for this.
Logic Replace LLC accepts no liability from issues caused by or related to 3rd party system(s), web hosting, hardware, firmware, electronic storage communications, file corruption, loss of back-up, network connections, system loading, system upgrades, system failures, firewalls, system configurations, software inter-operations, external hacking, virus/malware.
Logic Replace LLC accepts no liability for any losses in relation to any of its services, products, systems or solutions provided including, but not limited to, eCommerce-based websites and client expressly accepts and understands this.
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.
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.
28. Tort Claims and Other Claims
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 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.
30. Severability; Waiver
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.
34. Electronic Signatures
Making payment, or submitting information or documents to Logic Replacement, or requesting changes in advance of payment so that Logic Replacement may perform services for the client, the same shall constitute an electronic signature and full agreement to these terms.
35. Affiliated Companies or Name Change
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.
Terms and Conditions For Web Hosting
You indicate acceptance of these terms and conditions of service by placing an order with Logic Replace LLC. These terms and conditions will not be varied for individual customers.
1.1 In this Agreement the following words and expressions shall have the following meanings:.
1.1.1 “downtime” means any service interruption in the availability to visitors of the Website;.
1.1.2 “intellectual property rights” means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;.
1.1.3 “Logic Replace LLC” means Logic Replace LLC the web host provider.
1.1.4 “IP address” stands for internet protocol address which is the numeric address for the server;.
1.1.5 “ISP” stands for internet service provider;.
1.1.6 “server” means the computer server equipment operated by Logic Replace LLC in connection with the provision of the Services;.
1.1.7 “the Services” means web hosting, domain name registration, email and any other services or facilities provided by Logic Replace LLC..
1.1.8 “spam” means sending unsolicited and/or bulk emails;.
1.1.9 “virus” means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user’s files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as “worms” or “trojan horses”;.
1.1.10 “visitor” means a third party who has accessed the Website;.
1.2 Product specifications and details may be found at www.logicreplace.com or in communication with the customer.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2.1 The Customer wishes to provide Logic Replace LLC with data that will be hosted on Logic Replace LLC’s servers and made accessible via the Internet.
2.2 Logic Replace LLC provides web hosting services and has agreed to host the Customer’s data upon the following terms and conditions.
3.1 Logic Replace LLC shall provide to the Customer the Services specified in their order subject to the following terms and conditions..
3.2 The Customer shall deliver to Logic Replace LLC the website and the software used in the website which is owned by the Customer, or licensed to him by a third party or Logic Replace LLC (“the Customer Software), in a format specified by Logic Replace LLC.
4 CHARGES, PAYMENT AND MONEY-BACK GUARANTEE.
4.1 Payment methods include PayPal. You can also order and request an invoice via our contact page.
4.2 Logic Replace LLC does accept cheques, bank transfers.
4.3 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
4.4 Logic Replace LLC shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
4.5 Logic Replace LLC do not provide credit facilities.
4.6 From time to time Logic Replace LLC may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses.
4.7 Logic Replace LLC does not provide any “Money-Back Guarantees”.
48 Pro-rata refunds shall not be issued for services that are cancelled before then end of the period.
4.9 Should your chosen payment method fail Logic Replace LLC will attempt to settle your invoice using any other payment facilities available on your account.
4.10 All services will renew until cancelled by the customer. Logic Replace LLC emails the customers primary email address prior to renewal of services, it is the customers responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us at least 72 hours before a service is renewed if they wish to cancel that service. The cancellation process must be fully completed by you before your account is cancelled.
5 IP ADDRESSES.
5.1 Logic Replace LLC shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.
5.2 Where Logic Replace LLC changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.
6 SOFTWARE LICENSE AND RIGHTS.
6.1 If the Customer requires use of software owned by or licensed to Logic Replace LLC (“Logic Replace LLC’s software”) in order to use the Services, Logic Replace LLC grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Logic Replace LLC Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Logic Replace LLC Software.
6.2 In relation to Logic Replace LLC’s obligations under this Agreement in connection with the provision of the Services, the Customer grants to Logic Replace LLC a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website (“the Content”). For the avoidance of doubt, this Agreement does not transfer or grant to Logic Replace LLC any right, title, interest or intellectual property rights in the Customer Software or the Content.
6.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Logic Replace LLC Software.
6.4 Logic Replace LLC may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Logic Replace LLC shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
7 SERVICE LEVELS AND DATA BACKUP.
7.1 Logic Replace LLC shall use its reasonable endeavors to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, Logic Replace LLC makes no warranties or representations that the Service will be uninterrupted or error-free and Logic Replace LLC shall not, in any event, be liable for interruptions of Service or downtime of the server.
7.2 Logic Replace LLC carries out data backups for use by Logic Replace LLC in the event of systems failure. Logic Replace LLC do not provide free data restoration facilities for individual customers. Restoration will be a billable charge. Even though every effort is made to ensure data is backed up correctly Logic Replace LLC accepts no responsibility for data loss or corruption.
8 ACCEPTABLE USE POLICY.
8.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:.
8.1.1 use the Services or the website in any way to send unsolicited commercial email or “spam”, or any similar abuse of the Services;.
8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;.
8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;.
8.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;.
8.1.5 engage in illegal or unlawful activities through the Services or via the Website;.
8.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or.
8.1.7 obtain or attempt to obtain access, through whatever means, to areas of Logic Replace LLC’s network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
8.1.8 operate or attempt to operate IRC bots or other permanent server processes.
8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, Logic Replace LLC is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Logic Replace LLC shall be entitled to withdraw the Services and terminate the Customer’s account without notice.
9 ALTERATIONS AND UPDATES.
All alterations and updates to the website shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform Logic Replace LLC and the password will be changed.
10.1 The Customer warrants and represents to Logic Replace LLC that Logic Replace LLC’s use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Logic Replace LLC as set out in Clause 6.2.
10.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Logic Replace LLC shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
The Customer agrees to indemnify and hold Logic Replace LLC and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Logic Replace LLC arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
12 LIMITATION OF LIABILITY.
12.1 Nothing in these terms and conditions shall exclude or limit Logic Replace LLC’s liability for death or personal injury resulting from Logic Replace LLC’s negligence or that of its employees, agents or sub-contractors.
12.2 The entire liability of Logic Replace LLC to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
12.3 In no event shall Logic Replace LLC be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Logic Replace LLC had been made aware of the possibility of the Customer incurring such a loss.
13 TERM, TERMINATION AND SUSPENSION.
13.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
13.2a Logic Replace LLC shall have the right to suspend the hosting services with immediate effect without notice should Logic Replace LLC suspect the website is offering, selling, and/or otherwise promoting illegal or counterfeit goods, activity, and/or fraud.
13.2b Logic Replace LLC shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:.
13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or.
13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or.
13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or.
13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or.
13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
13.5 On termination all data held in the customer’s account will be deleted.
14.1 Logic Replace LLC may assign or otherwise transfer this Agreement at any time.
14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Logic Replace LLC’s prior written consent.
15 FORCE MAJEURE.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions.
Hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
18 ENTIRE AGREEMENT.
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
19 GOVERNING LAW AND JURISDICTION.
This web hosting agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
20 DOMAIN NAME REGISTRATION.
20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it Logic Replace LLC will provide a full refund for that domain name.
Logic Replace LLC are not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP and ASP are installed and functioning on the web hosting system. If Logic Replace LLC is hosting web systems that were developed by Logic Replace LLC this does not mean free support, updates or changes for the website is provided, such changes, updates and support are billable and not related to the hosting agreement.
To protect your privacy we will not distribute your details to third parties, unless required to do so by law.
23 DATA TRANSFER.
23.1 Web hosting accounts include a certain amount of data transfer, if you exceed this amount in any one month your account will be deactivated until you have upgraded to an account that has more data transfer included..
23.2 Web hosting accounts are prohibited from hosting file distribution websites (including but not limited to music, video and software), adult content orientated websites, hosting banners, graphics or cgi scripts for other websites, storing pages, files or data as a repository for other websites or personal computers, giving away web space under a domain, sub domain or directory.
24 SERVER USAGE.
Should your account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers we will discuss with you alternative solutions for your hosting requirements.
25 EMAIL NEWSLETTER.
Logic Replace LLC communicates with it’s customers via email and as such you agree to receive by email our regular newsletter which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products & features and special offers.
26 WEBSPACE USAGE.
Unlimited web space is available for genuine web site content, content must be linked into web pages. Customers are prohibited from using the server as a file/backup repository. Customers are expected to employ good house keeping when maintaining their account.
27 MAIL BOXES.
Mail boxes not accessed for 100 days or more will be deleted from the system.
28 UNLIMITED WEBSITE/EMAIL HOSTING.
Regarding items 24, 26 and 27 above. When a hosting provider sells what it calls an ‘unlimited’ website hosting package to a customer certain assumptions are made. These assumptions are along the lines of what an average customer might need or use his hosting account for. In the vast majority of cases an average to large website with a modest amount of traffic would be absolutely fine and perform well on an ‘unlimited’ shared hosting account.
If that website suddenly took off and had 500,000 visitors per month for example or a lot of visitors at the same time, it might be prudent to consider moving to a dedicated server and this would be suggested to the customer. This would be put to the customer as outlined in the terms and conditions of most companies. If aspects of items 24, 26 and 27 above are exceeded then following reasonable notice the webhosting/email account will be suspended without any refund.