Seafax Web Services User Terms and Conditions

1. Access. Seafax shall provide the Client with access, via a confidential user ID and password, to the Seafax.com Web site (referred to collectively as the .Site.), for the purpose of using the services.

2. Passwords. The Client may request additional user IDs and passwords during the term of this agreement. Access to the Site through the Client's user IDs and Passwords is for the exclusive use of the Client, and Seafax and the Client both shall maintain the confidentiality of any user IDs, passwords, and Confirmation Codes assigned to the Client. The Client shall not disclose, share, or distribute its user IDs, passwords, or Confirmation Codes to persons within the Client's own organization, except on a need-to-know basis, or to any third party, except as required by law. In the event of a breach of security through the Client's account, the Client immediately shall change or cause to be changed any affected password. The Client will be liable for any unauthorized use of the Site through the Client's user IDs and passwords until the Client notifies Seafax in accordance with the notice terms contained in the Paragraph named .Notice. below.

3. Systems Availability. Seafax will use all reasonable efforts to make its Web systems available to the Client 24 hours per day, 7 days per week, except for scheduled maintenance downtimes, and will investigate promptly any problems that the Client reports to Seafax.

4. Privacy Policy and Data Protection Services. The Client acknowledges that it has read and reviewed the Seafax privacy and data protection practices policy that appears at http://www.seafax.com/siteinfo and Client agrees to be bound by those terms.

GENERAL TERMS AND CONDITIONS


1. Content. Seafax reserves the right to refuse and/or terminate access to the Web Site by you at any time. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. Seafax reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use. Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Seafax of the third party, the third-party web site, or the information contained therein. Seafax is not responsible for the availability of any such web sites. Seafax is not responsible or liable for any such web site or the content thereon. If you use the links to the web sites of Seafax affiliates or service providers, you will leave the Site, and will be subject to the terms of use and privacy policy applicable to those web sites.

2. Use. You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Seafax, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site, the or the Content, or any violation of Agreement. You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of third parties.

3. Amendments. Seafax may amend this Agreement at any time by sending notice to the Client via the Site and by posting the currently effective Membership Agreement on the Site. The effective date of any such amendment will be the date such amendment is posted on the Site. Without limiting the generality or effect of the foregoing, Seafax may also add, delete, or modify some or all of our services at any time in our sole discretion. Seafax reserves the right to refuse and/or terminate access to the Web Site by you at any time. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. Seafax reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.
4. Relationship Between Seafax and Clients. The Client and Seafax are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Client's acceptance of this Agreement or Client's use of the Site.

5. Limitation of Liability. IN NO EVENT WILL SEAFAX BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF SEAFAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, SEAFAX'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100

6.
Notice. All notices given to the Client under this Agreement shall be given in writing at the Client's last known place of business and electronically via the Site, to the attention of the Client's Chief Financial Officer. All notices given to Seafax shall be given in writing to Seafax P.O. Box 15340, Portland, Maine 04112 and electronically at: notices@seafax.com.

7. Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall be settled by arbitration in Portland, Maine, or another location mutually agreed upon by the parties in accordance with the Rules of the American Arbitration Association. The award of the arbitrator shall be binding upon the parties hereto. Each Party submits to the of any tribunal to above, agrees that any award rendered by the arbitrators against it may be executed against its assets in any jurisdiction and submits to the jurisdiction of the courts in such jurisdiction in any legal proceedings relating to the execution of such award.

8. Other General Provisions. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement that shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Client without prior written permission from Seafax.
 
PO Box 15340, Portland, Maine 04112-9885
t.207.773.3533 • f.207.773.9564 • 1.800.777.3533
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