Terms and Conditions

DISCLAIMER OF WARRANTY

Customer acknowledges and agrees that GBIC exercises no control over, and accepts no responsibility for, the content of the information passing through GBIC's host computers, network hubs and points of presence (the "GBIC Network") or the Internet. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GBIC, ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY IN FORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING , BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY EQUIPMENT GBIC PROVIDES. NEITHER GBIC, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. GBIC IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CLIENTELE VIA THE SERVICE(S) PROVIDED BY GBIC.

INDEMNIFICATION

Customer shall indemnify, hold harmless, and defend GBIC and all directors, officers, employees, and agents of GBIC (collectively "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees) arising out of or relating to the use of the Services by Customer, including any violation of the GBIC Acceptable Use Policy save where any of the same arise as a result of gross negligence or willful misconduct of the indemnified parties. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GBIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, SUFFERED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR STRICT LIABILITY OR O THER LEGAL THEORY, EVEN IF GBIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event will GBIC's liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual amount paid by Customer for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Where English law does not allow the exclusion or limitation of warranties or incidental or consequential damages, or the limitation of liability with respect to death or personal injury due to negligence, so that the above limitations or exclusions may not apply to Customer, in such cases, GBIC's liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.

FORCE MAJEURE

GBIC shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabo tage, embargo, fire, flood, strike or other labor disturbance, breakdown or damage to machinery, equipment or software, malfunctioning of software, corruption of data, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services. In the event of such a Force Majeure, Go Builder shall give the other party prompt written notice within ten (10) days of the Force Majeure. If any such event continues for a continuous period of thirty (30) days, Customer may terminate this Agreement.

INTELLECTUAL PROPERTY

Customer represents and warrants that Customer's use of the Services shall not infringe the intellectual property or other proprietary rights of GBIC or any third party. Customer further acknowledges that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of GBIC ( collectively, "GBIC Intellectual Property") is vested in GBIC and/or in GBIC's licensors. Unless otherwise specifically pro vided in this Agreement, Customer shall have no right, title, claims or interest in or to the GBIC Intellectual Property. Customer may not copy, modify or translate the GBIC Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the GBIC Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Unless otherwise specifically provided in this Agreement, Customer is not authorized to distribute or to authorize others to distribute the GBIC Intellectual Property in any manner without the prior written consent of GBIC; provided, however, that nothing in this sentence would preclude Customer from using the GBIC Intellectual Property as incorporated in the Services. This paragraph shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which Customer may now have or hereafter acquires in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to Customer.

CONFIDENTIAL INFORMATION

Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of the other party ("Confidential Information"). Each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party's use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party's possession, as evidenced by receiving party's records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required to be disclosed by law, court order or request by any government or regulatory authority, provided that, to the extent possible, the disclosing party under this clause (f) shall give reasonable notice to the non-disclosing party prior to disclosure in order to allow such party to object to the disclosure.

CUSTOMER DATA

Customer is solely responsible for all its content residing on GBIC servers, and except as otherwise agreed with GBIC, for the backup and restoration of such content.

MISCELLANEOUS GOVERNING LAW

The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the United States.

ENFORCEMENT OF AGREEMENT

In the event it is necessary for GBIC to enforce its rights under this agreement, Customer agrees to pay all fees incurred by GBIC (including, but not limited to, attorney's fees and collection agency fees)

AMENDMENT OR WAIVER

Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of GBIC. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power here under preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.

ASSIGNMENT AND SEVERABILITY

This Agreement shall be binding upon and inure to the benefit of Customer, GBIC and GBIC's respective successors, and assigns. Customer may not assign this Agreement without the prior written consent of GBIC, which consent will not be unreasonably withheld or delayed. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, and any other document or agreements specifically identified in this Agreement, supercedes all previous representations, understandings or agreements.

SURVIVAL

The rights and obligations of the parties in this Agreement that would by their nature or context be intended to survive the expiration or termination of this Agreement shall so survive.

ACCEPTANCE OF SERVICES

ACCEPTANCE OF THIS AGREEMENT BY GBIC MAY BE SUBJECT, IN GBIC'S ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE GBIC'S ACCEPTANCE OF THIS AGREEMENT. USE OF THE GBIC NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT. CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT CUSTOMER IS AT LEAST 18 YEARS OF AGE.