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Terms of Use
 
SOFTWARE AND SERVICES AGREEMENT

This Software and Services Agreement (“Agreement”) governs the use of (a) all software product(s) and services (collectively, the “Globalpex Services”) you order or otherwise gain access to via the Globalpex Web Site (defined below) and (b) your use of the Globalpex Web Site. This Agreement constitutes a binding agreement between Globalpex, Inc. (“Globalpex”) and you (“account holder”).

1.0 INTRODUCTION
Globalpex licenses software and provides services related to certifying the contents of outgoing mail packages, and e-mail letters and attachments, as well as providing document management and digital retention services. Globalpex further provides a web site, www.globalpex.com (the “Globalpex Web Site”), on which many of the Globalpex Services can be ordered or at least partially provided.

2.0 USER REGISTRATION AND ACCOUNT CREATION
Globalpex requires registration by users of the Globalpex Web Site to access restricted areas of the Globalpex Web Site, and to utilize the Globalpex Services. As referred to herein, a “registered user” is a user of the Globalpex Web Site who has completed the registration process associated with the Globalpex Web Site. Registration is required for users to access restricted areas of the Globalpex Web Site regardless of whether Globalpex provides any of the Globalpex Services to the registered user. Through the registration process, new users must either create an account or associate themselves with an existing account. THE ACCOUNT HOLDER AGREES TO ACCEPT FULL AND TOTAL RESPONSIBILITY FOR ALL ACTIONS OR OMISSIONS OF REGISTERED USERS OF ACCOUNT HOLDER’S ACCOUNT(S) WITH GLOBALPEX (“ACCOUNT HOLDER’S REGISTERED USERS”), INCLUDING, WITHOUT LIMITATION, (A) FOR ANY AND ALL ACTIONS OR OMISSIONS OF ACCOUNT HOLDER’S REGISTERED USERS IN VIOLATION OF THIS AGREEMENT AND (B) FOR ANY AND ALL FEES AND CHARGES INCURRED BY ACCOUNT HOLDER’S REGISTERED USERS ON ACCOUNT HOLDER’S ACCOUNT(S) WITH GLOBALPEX.

By registering with the Globalpex Web Site and/or creating an account, the account holder and account holder’s registered users agree that they have read and agree to the terms and conditions set forth in this Agreement, and further agree to access and use the Globalpex Web Site and the Globalpex Services only in accordance therewith. Account holder and account holder’s registered users understand that registration on the Globalpex Web Site is only provided to users who agree to all of the terms and conditions set forth in this Agreement.

Globalpex reserves the right to change any aspect of the Globalpex Web Site by adding, deleting or modifying the Globalpex Web Site at Globalpex’s sole discretion and with a requirement to provide notice to account holder. Globalpex also reserves the right to change, add or delete any of the Globalpex Services, and the fees associated with those services, at Globalpex’s sole discretion.

To be registered, account holder and account holder’s registered users agree to submit accurate information to Globalpex in one or more data entry forms provided on the Globalpex Web Site. For example, account holder and account holder’s registered users will be required to submit name information, address information, e-mail address information, billing information, and other business information. By registering, account holder and account holder’s registered users agree not to submit false or misleading information in the Globalpex Web Site and agree to maintain current and correct contact information. If Globalpex does not have a current, working email address, then account holder may not receive important notices regarding the account, which may include notices regarding termination. If the account is terminated and Globalpex cannot reach the account holder due to an invalid email address or for any other reason, Globalpex will endeavor to retain the account holder’s content on the site for 30 days after termination at which point all account content will be permanently deleted. Account holder and account holder’s registered users further agree not to use or access any of the Globalpex Services or any portion of the Globalpex Web Site in a manner that is contrary to the permissions granted by Globalpex herein, or as may be prohibited under applicable laws.

Account holder and account holder’s registered users agree not to upload or otherwise submit to the Globalpex Web Site any software or data which may contain any harmful computer program content, such as, but not limited to, viruses, Trojan horses, worms, or the like that may damage or otherwise interfere with Globalpex’s ability to provide the Globalpex Services and/or Globalpex Web Site. Account holder and each of account holder’s registered users may be prompted to select a User ID and/or Password that, when submitted by account holder or one of account holder’s registered users, entitles the submitting party to access restricted areas in the Globalpex Web Site. Alternatively, Globalpex may assign User IDs and/or Passwords to account holder and account holder’s registered users. Globalpex reserves the right to refuse to assign or grant to account holder or any of account holder’s registered users a particular User ID and/or Password for any reason and at its sole discretion. For example, Globalpex may refuse to grant a User ID and/or Password that impersonates another person, that is or may be illegal, that may be protected by trademark or other proprietary rights, that is vulgar or otherwise offensive, or that may cause confusion.

Once account holder or one of account holder’s registered users obtains a User ID and/or Password, the account holder is responsible for maintaining the secrecy and/or confidentiality of the User ID and Password, and the account holder is responsible for all activities that occur as a result of the User ID and Password.

Account holder and account holder’s registered users agree not to transfer or resell their right to use the Globalpex Web Site and/or Globalpex Services to any third party. Account holder and account holder’s registered users further agree to notify Globalpex of any unauthorized use of their User IDs and Passwords.

By registering with and/or using the Globalpex Web Site, account holder and account holder’s registered users authorize Globalpex to use information obtained and/or submitted during regular use of the Globalpex Web Site, or during registration for various marketing purposes. The information obtained in or by the Globalpex Web Site may further be used to analyze and improve the Globalpex Services. Unless required by law, Globalpex does not intend to give, sell or otherwise distribute information obtained through the Globalpex Web Site to parties unaffiliated with Globalpex. In the event any of account holder or account holder’s registered users navigate their web browser software application to access a third-party web site not provided by Globalpex directly from the Globalpex Web Site, Globalpex may at its discretion transmit to the third party information indicating that the account holder or any of account holder’s registered users navigated from the Globalpex Web Site. Globalpex may also transmit information that Globalpex deems necessary and/or related to the Globalpex Services to a third-party web site, for example to enable the proprietor of the third-party web site to supply cost, logistic or other information related to services provided by the third party, or to the Globalpex Services.

Further, Globalpex reserves the right to record and store in its database(s) any information regarding use of the Globalpex Web Site. Examples of the type of information that may be recorded and stored include (but are not limited to): internet protocol (“IP”) addresses of account holder and account holder’s registered users, e-mail addresses of account holder and account holder’s registered users, credit card information, telephone number(s), information regarding a time and date when account holder or any of account holder’s registered users connects to the Globalpex Web Site, internet browsing software used by account holder or any of account holder’s registered users, a uniform resource locator (“URL”) or other internet address accessed by account holder or any of account holder’s registered users prior to connecting to the Globalpex Web Site, and data entries and Globalpex Web Site selections made by account holder or any of account holder’s registered users while connected to the Globalpex Web Site. Globalpex agrees to maintain information regarding account holder and account holder’s registered users private, to the extent described herein

Globalpex also reserves the right to store in its database(s) information related to the Globalpex Services, which may be stored in accordance with Globalpex retention policies and procedures. Such information may include, but is not limited to, digital copies of documents sent to intended recipients in connection with the Globalpex Services, sender information, recipient information, shipping information, or the like.

Globalpex reserves the right to require account holder and account holder’s registered users to re-register by performing any and all of the steps associated with registration for any reason and at any time.

3.0 INTELLECTUAL PROPERTY, LIMITED LICENSE, AND ACCEPTABLE USE
3.1 Intellectual Property and Limited License. Account holder and account holder’s registered users agree that any and all intellectual property rights (“Intellectual Property”) associated with or provided as part of the Globalpex Web Site and/or Globalpex Services and its/their content are the property of Globalpex, its licensors or other third parties, and are protected by copyright and other laws in both the United States and other countries. Account holder and account holder’s registered users further agree that at least some of the Intellectual Property and content provided in the Globalpex Web Site and/or via the Globalpex Services is protected by trademark, trade dress, trade secret, unfair competition, and other laws associated with Intellectual Property protection. Account holder and account holder’s registered users agree not to copy or otherwise reproduce either in whole or in part any of the Intellectual Property and content in the Globalpex Web Site or Globalpex Services. Account holder and account holder’s registered users further agree not to use the Globalpex Services to submit any material that is an infringement under applicable U.S. copyright and/or trademark laws.

To the extent Globalpex is authorized, Globalpex grants the account holder and account holder’s registered users a limited, non-exclusive, non-transferable right and license to use Intellectual Property provided in the Globalpex Web Site and/or as part of the Globalpex Services so long as the Intellectual Property is not used or interfered with in any manner without the consent of Globalpex or the respective owner. Account holder and account holder’s registered users agree not to copy, alter, lease, rent, sublease, sell, create derivative works from, or otherwise misuse any Intellectual Property or content provided in the Globalpex Web Site and/or offered as part of the Globalpex Services without Globalpex’s or a respective third party owner’s expressed written consent. Neither account holder nor any of account holder’s registered users are granted any rights to Intellectual Property or content owned by any third party or by Globalpex, except as expressly provided herein.

Account holder and account holder’s registered users are granted limited licenses to use the Globalpex Web Site and the Globalpex Services only as prescribed and presented by Globalpex. Beyond this limited license, no interest in or to the Globalpex systems, information, content or data available via the Globalpex Services or Globalpex Web Site is transferred to account holder or any of account holder’s registered users.

Account holder and account holder’s registered users agree not to reverse-engineer, reproduce, retransmit, change, or otherwise modify any of the content and/or Intellectual Property associated with the Globalpex Services and/or the Globalpex Web Site, except to the extent permitted or required by law or as otherwise provided herein.

3.2 Acceptable Use. Account holder is solely responsible for the content of any postings, data or transmissions using the Globalpex Services or Globalpex Web Site, or any other use of the Globalpex Services or Globalpex Web Site by account holder and/or account holder’s registered users, or by any other person or entity who/which accesses the Globalpex Services or Globalpex Web Site via account holder’s account(s) with Globalpex. Account holder and account holder’s registered users represent and warrant that each will: (a) not use the Globalpex Web Site or the Globalpex Services or any other Globalpex equipment or services in a manner that: (i) is prohibited by any law or regulation or Globalpex policy, or to facilitate the violation of any law or regulation or such policy; or (ii) will disrupt third parties’ use or enjoyment of any communications service or outlet; (b) not violate or tamper with the security of the Globalpex Web Site or any of the Globalpex Services or programs; and (c) enter into an agreement with each of their end-users sufficient to comply with the terms herein. If Globalpex has reasonable grounds to believe that account holder or any of account holder’s registered users is utilizing the Globalpex Services for any such illegal purpose, as stated above in (a)(i), or disruptive purpose, as stated above in (a)(ii) or (b), Globalpex may suspend or terminate the Globalpex Services immediately upon notice to account holder. Except for actions requiring immediate action as required by government regulation or by law, or required to protect Globalpex’s network, Globalpex will make reasonable efforts to notify account holder in advance of actions it may take to limit account holder’s or any of account holder’s registered users’ access to the Globalpex Services.

3.3 Document Retention. Federal and state laws, government regulations and/or account holder policies may require digital copies of documents to be retained for defined periods of time. Part of the Globalpex Services includes retaining digital copies of documents for periods of time as defined by account holder or any of account holder’s registered users. The account holder and account holder’s registered users are solely responsible for understanding and defining document retention timelines, and defining document types and categories that may be governed by a particular industry and/or local or governmental regulation.

THE ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS AGREE TO ASSUME FULL RESPONSIBILITY FOR DEFINING THE PERIOD OF TIME THAT A DIGITAL DOCUMENT IS TO BE RETAINED IN ACCORDANCE WITH THE GLOBALPEX SERVICES. GLOBALPEX IS NOT LIABLE FOR ANY DAMAGES, INCLUDING ACTUAL OR CONSEQUENTIAL, THAT MAY RESULT IN THE EVENT A DOCUMENT IS NOT RETAINED FOR ANY PERIOD OF TIME DEFINED BY APPLICABLE LAW, GOVERNMENTAL REGULATION, ACCOUNT HOLDER POLICY OR OTHERWISE.

GLOBALPEX IS NOT RESPONSIBLE FOR ANY DOCUMENT THAT CANNOT BE RETRIEVED FROM THE DATABASE DUE TO AN INACCURACY OR ERROR IN NAMING, CLASSIFYING, CATEGORIZING, TAGGING, OR OTHERWISE DEFINING THE DOCUMENT BY THE ACCOUNT HOLDER OR ANY OF ACCOUNT HOLDER’S REGISTERED USERS WHEN THE DOCUMENT WAS INITIALLY SUBMITTED OR SUBSEQUENTLY MODIFIED.

GLOBALPEX WILL NOT BE HELD LIABLE IN THE EVENT THAT GLOBALPEX PURGES ANY COPY OF A DIGITAL DOCUMENT PRIOR TO THE EXPIRATION OF THE RETENTION PERIOD FOR SUCH DOCUMENT DEFINED BY THE ACCOUNT HOLDER OR ANY OF ACCOUNT HOLDER’S REGISTERED USERS. GLOBALPEX MAY PURGE A COPY OF A DIGITAL DOCUMENT DUE TO, BUT NOT LIMITED TO, A DETERMINATION THAT SUCH DOCUMENT INFRINGES THE COPYRIGHT OF A THIRD PARTY.

3.4 Third-Party Services. In addition to the Globalpex Services, the account holder and/or any of account holder’s registered users may, at their discretion, contract for services provided by third parties. For example, third-party couriers may be contracted to perform delivery services. Globalpex disclaims any liability and makes no representations regarding the performance or service of any third party whether or not performed in connection with the Globalpex Services.

GLOBALPEX IS NOT RESPONSIBLE FOR ANY CONTENT, PROMISE, WARRANTY OR LIABILITY RELATED TO OR RESULTING FROM THIRD PARTIES OR SERVICES PROVIDED THEREBY. THE ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS AGREE THAT ANY USE OF THIRD PARTY SERVICES OR WEB SITES IS SUBJECT TO ANY APPLICABLE POLICIES AND/OR TERMS AS SET FORTH BY THE RESPECTIVE THIRD PARTIES.

3.5 Tracking and/or Shipping Information. Globalpex reserves the right to display tracking and/or shipping information on the Globalpex Web Site with regard to any parcel sent by a third-party courier. Such tracking and/or shipping information may not originate from Globalpex and, accordingly, may be provided subject to terms and conditions from a third party from which the information originates and/or is provided. For example, a third-party courier providing tracking and/or shipping information may reserve all ownership in the tracking and/or shipping information, and may further set forth terms and conditions for the use thereof. Account holder and account holder’s registered users agree to adhere to all terms and conditions set forth by third-party service providers with respect to information provided by such third parties and displayed on the Globalpex Web Site.

3.6 DISCLAIMER. THE GLOBALPEX WEB SITE, THE GLOBALPEX SERVICES, AND ANY INFORMATION AND CONTENT PROVIDED THEREIN OR THEREBY ARE PROVIDED ON AN “AS IS” BASIS. GLOBALPEX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. GLOBALPEX MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF ANY CONTENT, INFORMATION OR SERVICES PROVIDED ON, BY OR THROUGH THE USE OF THE GLOBALPEX WEB SITE OR THE GLOBALPEX SERVICES, TO THE EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN INFORMATION GIVEN BY GLOBALPEX, ITS EMPLOYEES, LICENSORS OR THE LIKE WILL CREATE A WARRANTY. GLOBALPEX DOES NOT CREATE ANY WARRANTY OF ANY KIND BY PROVIDING ANY INFORMATION EITHER FROM THE GLOBALPEX WEB SITE OR IN ANY OTHER WAY. GLOBALPEX EXPRESSLY DISCLAIMS ANY RESPONSIBILITY WITH REGARD TO THE SECRECY AND/OR CONFIDENTIALITY OF ANY USER ID AND/OR PASSWORD PROVIDED TO ACCOUNT HOLDER AND/OR ACCOUNT HOLDER’S REGISTERED USERS. ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS ACCEPT FULL AND TOTAL RESPONSIBILITY FOR ALL ACTIVITIES THAT OCCUR AS A RESULT OF THE USER ID AND/OR PASSWORD, INCLUDING THOSE RESULTING FROM UNAUTHORIZED USE OF A USER ID AND PASSWORD. ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS AGREE TO NOTIFY GLOBALPEX OF ANY UNAUTHORIZED USE OF A USER ID AND/OR PASSWORD.

IT IS THE SOLE RESPONSIBILITY OF ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS TO ENSURE THAT CONTACT INFORMATION, INCLUDING PHYSICAL AND E-MAIL ADDRESS INFORMATION, FOR AN INTENDED RECIPIENT TO WHICH A SHIPMENT IS MADE IN CONNECTION WITH THE GLOBALPEX SERVICES IS APPROPRIATELY, ACCURATELY AND COMPLETELY DESIGNATED. GLOBALPEX IS NOT RESPONSIBLE OR LIABLE FOR ANY SHIPMENT THAT IS INACCURATE, INCOMPLETE OR OTHERWISE NOT USABLE TO LOCATE AN INTENDED RECIPIENT. ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS AGREE TO CONSULT THE TERMS OF USE, CONDITIONS AND RELATED POLICIES OF ANY COURIER OR SHIPPER USED IN CONNECTION WITH THE GLOBALPEX SERVICES.

GLOBALPEX SHALL NOT BE LIABLE FOR ANY COSTS ASSOCIATED WITH PROCURING SUBSTITUTE SERVICES, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES RESULTING FROM AN INTERRUPTED USE OF OR ACCESS TO THE GLOBALPEX WEB SITE AND/OR GLOBALPEX SERVICES. FURTHER, GLOBALPEX SHALL NOT BE LIABLE FOR ANY COSTS ASSOCIATED WITH PROCURING SUBSTITUTE SERVICES, DAMAGES FOR LOSS OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR LOSS OF MESSAGES AND/OR CONTENT RECEIVED OR TRANSMITTED THROUGH THE GLOBALPEX WEB SITE AND/OR GLOBALPEX SERVICES. FURTHER, GLOBALPEX SHALL NOT BE LIABLE FOR ANY COSTS ASSOCIATED WITH PROCURING SUBSTITUTE SERVICES OR DAMAGES RESULTING FROM TRANSACTIONS ENTERED INTO THROUGH THE GLOBALPEX WEB SITE OR GLOBALPEX SERVICES THAT RESULT FROM UNAUTHORIZED USER ACCESS OR USE. FURTHER, GLOBALPEX SHALL NOT BE LIABLE FOR ANY COSTS ASSOCIATED WITH PROCURING SUBSTITUTE SERVICES, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES RESULTING FROM AN ALTERATION OF ANY CONTENT AND TRANSMISSIONS OR DATA SUBMITTED TO THE GLOBALPEX WEB SITE OR VIA THE GLOBALPEX SERVICES.

IN THE EVENT GLOBALPEX IS FOUND RESPONSIBLE AND/OR AGREES TO ACCEPT RESPONSIBILITY FOR ANY DISPUTE ARISING BETWEEN THE ACCOUNT HOLDER AND GLOBALPEX, THE ACCOUNT HOLDER’S SOLE REMEDY IS LIMITED TO A CREDIT TO BE APPLIED TOWARDS FUTURE GLOBALPEX SERVICES, NOT TO EXCEED THE AMOUNTS PAID TO GLOBALPEX BY ACCOUNT HOLDER FOR THE GLOBALPEX SERVICE(S) TO WHICH THE DISPUTE RELATES IN THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DISPUTE.

GLOBALPEX DOES NOT PROMISE THAT THE GLOBALPEX WEB SITE AND/OR THE GLOBALPEX SERVICES WILL BE ERROR-FREE AND/OR UNINTERRUPTED. GLOBALPEX CANNOT ENSURE THAT ANY INFORMATION, INCLUDING ELECTRONIC FILES SUBMITTED BY ACCOUNT HOLDER AND ACCOUNT HOLDER’S REGISTERED USERS, WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. GLOBALPEX DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD-PARTY USERS, GLOBALPEX WEB SITE USERS, ADVERTISERS AND/OR SPONSORS ON THE GLOBALPEX WEB SITE, IN CONNECTION WITH THE GLOBALPEX SERVICES OR OTHERWISE RELATED TO ACCOUNT HOLDER’S AND ACCOUNT HOLDER’S REGISTERED USERS’ USE OF THE GLOBALPEX WEB SITE AND/OR THE GLOBALPEX SERVICES.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GLOBALPEX, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED IN THE GLOBALPEX WEB SITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE GLOBALPEX WEB SITE, THE GLOBALPEX SERVICES, SYSTEMS, INFORMATION, OR THE CONTENT ON THE GLOBALPEX WEB SITE OR WITHIN THE GLOBALPEX SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GLOBALPEX IS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.

3.7 Assumption of Risk. The account holder hereby assumes any and all risks associated with the account holder, its agents (including contractors and sub-contractors), or employees’ (whether or not such agents or employees constitute account holder’s registered users) use of the Globalpex Services and the Globalpex Web Site and shall indemnify, defend and hold harmless Globalpex from any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys’ and experts’ fees), caused by or arising in connection with such use.

4.0 PAYMENT AND INVOICES
4.1 Fees. The account holder agrees to pay Globalpex all fees and charges related to Globalpex Services selected by account holder and/or account holder’s registered users via the Globalpex Web Site or otherwise. These fees and charges may include a one-time set-up charge, bulk or per-use document processing charges, server space allocation fees, as well as certain monthly subscription fees. If at any time there is a change in fees, Globalpex will notify the account holder by email. If the account holder does not accept the change within 30 days of this notice the account will be terminated per section 2.0.

4.2 Payment Terms. Accounts are billed either immediately, using account holder’s credit/debit card, or by establishing a credit line and invoiced. The account holder agrees to pay all charges whether by credit/debit card or by invoice. If invoiced, the account holder agrees to pay Globalpex according to the terms and conditions indicated on each invoice sent to the account holder by Globalpex. If Globalpex does not receive payment in full for each invoice according to the terms stated on the invoice, Globalpex may add a late charge of 1.5% per month, or the maximum amount allowed by law, whichever is less. In addition, if the account holder fails to pay any invoice(s) within ten (10) days or more from the due date of such invoice(s), account holder and account holder’s registered users may be denied access to the Globalpex Services until such time as the invoice(s) has been paid in full. Furthermore, if payment is not received within sixty (60) days from the date of the invoice(s), this may result in cancellation of the account(s), including the irrevocable deletion of files and documents with unpaid/outstanding charges.

5.0 TERMINATION
5.1 Termination for Breach. Globalpex may, by written notice to the account holder (including by electronic mail) suspend or terminate account holder’s account(s), including all licenses granted hereunder, if any of the following event(s) occurs: (a) the failure of the account holder to pay Globalpex in full for any fee(s) and/or charge(s) due to Globalpex if payment is not rendered within ten (10) days after the payment was due; (b) any breach of any material term or obligation set forth in the Agreement if not remedied by the account holder within thirty (30) days after written notice describing the breach is sent; (c) any material breach of the license grants, license restrictions, or Intellectual Property rights, set forth in the Agreement, effective immediately upon receipt of notice from Globalpex; or (d) account holder’s insolvency.

5.2 Effect of Termination. Any content transmitted in any form to or through the Globalpex Services will be irrevocably deleted when the account is terminated. The only exception to the foregoing is content whose storage has been paid in full for a specified period of time prior to termination of the account.

5.3 Termination by Account Holder. Should the account holder terminate its/his/her account for any reason, the account holder agrees to pay in full all fees and charges incurred by account holder and registered users of the account prior to termination in addition to such other fees as may be required by the Agreement.

5.4 Remedies. Remedies contained in this Section 5 are cumulative and are in addition to the other rights and remedies available to Globalpex under this Agreement, by law or otherwise.

6.0 GENERAL PROVISIONS
6.1 Assignment. This Agreement shall be binding upon and inure to benefit of Globalpex, the account holder and their respective permitted successors and assigns, including account holder’s affiliated and subsidiary firms, corporations, and other organizations. Neither the account holder nor any of the account holder’s registered users may assign their rights or obligations under this Agreement without the prior written consent of Globalpex. Any assignment in violation of this Section shall be null and void.

6.2 Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, should in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

6.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable. The remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms as modified by such modification or deletion.

6.4 Indemnity. THE ACCOUNT HOLDER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS GLOBALPEX AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS AND SPONSORS (EACH, AN “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COSTS) AND OTHER EXPENSES INCURRED BY ANY INDEMNIFIED PARTY THAT RESULT DIRECTLY OR INDIRECTLY OUT OF OR FROM: (A) ACCOUNT HOLDER’S AND/OR ACCOUNT HOLDER’S REGISTERED USERS’ USE OF THE GLOBALPEX WEB SITE AND/OR THE GLOBALPEX SERVICES; (B) ANY VIOLATION OF ANY TERM OR PROVISION SET FORTH HEREIN; (C) ANY INFRINGEMENT BY ACCOUNT HOLDER OR ANY OF ACCOUNT HOLDER’S REGISTERED USERS OR ANY OTHER PERSON USING A COMPUTER BELONGING TO OR ON BEHALF OF ACCOUNT HOLDER OR ANY OF ACCOUNT HOLDER’S REGISTERED USERS, OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; (D) ACCOUNT HOLDER’S OR ANY OF ACCOUNTANT HOLDER’S REGISTERED USERS’ FAILURE TO PROPERLY USE THE FEATURES AND SELECTIONS PROVIDED BY GLOBALPEX EITHER ON THE GLOBALPEX WEB SITE OR AS OTHERWISE MADE AVAILABLE BY GLOBALPEX; AND (E) ANY ACTIVITIES THAT OCCUR ON THE GLOBALPEX WEB SITE OR VIA THE GLOBALPEX SERVICES AS A RESULT OF ANY USER ID AND/OR PASSWORD ISSUED TO ACCOUNT HOLDER OR ANY OF ACCOUNT HOLDER’S REGISTERED USERS, INCLUDING THOSE RESULTING FROM UNAUTHORIZED USE OF A USER ID AND/OR PASSWORD.

6.5 Force Majeure. Globalpex will be excused from any delay or failure to perform any obligation under the Agreement if such failure is caused by the occurrence of any event beyond the reasonable control of Globalpex, including but not limited to, acts of God, earthquake, hurricane, labor disputes and strikes, riots or war. The obligations and rights of Globalpex shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

6.6 Governing Law; Venue. This Agreement will be deemed to have been made and entered into in the State of Florida, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, without regard to conflict of laws principles thereof. The exclusive jurisdiction and venue for all disputes related hereto shall be in the appropriate state or federal court located in Palm Beach County, Florida.

6.7 Independent Contractors. It is expressly agreed that Globalpex and account holder are acting under this Agreement as independent contractors, and the relationship established under this Agreement shall not be construed as a partnership, joint venture or other form of joint enterprise, nor shall one party be considered an agent of the other. Neither party is authorized to make any representations or create any obligations or liability, expressed or implied, on behalf of the other party, except as may be expressly provided for in this Agreement.

6.8 Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior and contemporaneous proposals, purchase orders, requests for proposal, quotes, discussions, understandings and writings by and between the parties and relating to the subject matter hereof. None of the terms of this Agreement shall be deemed waived by either party or amended or supplemented unless such waiver, amendment or supplement is specified in a written amendment to this Agreement that is signed by both parties.

6.9 Survival. Articles 2, 3 (except for any licenses granted therein), 4, and 6, and Sections 5.3 and 5.4 of this Agreement shall survive the expiration or termination of this Agreement for any reason.

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