Uplevel Tourism

Terms and Conditions

Uplevel Tourism,

a division of Martin Creative, Inc.

SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT

This SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT (this “Agreement”), is between Martin Creative, Inc, an Illinois corporation (“Martin Creative”), doing business as Uplevel Tourism , and each subscriber to the Service (as defined below), referred to hereinafter as the “Subscriber,” or “You” (or otherwise as the context may require). 

Martin Creative is the owner and operator of a subscription service which provides Subscribers with a semi-customized website (“Subscriber Website”) based upon Martin Creative templates, hosted for each Subscriber by Martin Creative or its suppliers (the “Service”), which Service includes providing Subscribers, and their end users, with runtime access to certain software programs used by Martin Creative to provide and support the Service (the “Software”). This Agreement governs your use of the Service and access to the Software, and your right to use the Service and/or the Software is conditioned on your full compliance with all terms and conditions set forth herein and the full compliance herewith by all other users of the Service and/or Software through you or on your behalf.

 

PLEASE READ THIS AGREEMENT CAREFULLY.  MARTIN CREATIVE AGREES TO LET YOU USE SERVICE AND ACCESS THE SOFTWARE ONLY ON  THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS  AGREEMENT, WHICH IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND MARTIN  CREATIVE. IN ORDER TO ACQUIRE ACCESS TO THE SERVICE, YOU MUST (A) ESTABLISH AN  ACCOUNT WITH MARTIN CREATIVE (AND THEREBY BECOME A “SUBSCRIBER”) AND PURCHASE A  SERVICE SUBSCRIPTION, OR (B) HAVE THE EXPRESS PERMISSION OF A SUBSCRIBER WHO  HAS PURCHASED A SUBSCRIPTION TO ACCESS THE SERVICE UNDER THAT SUBSCRIBER’S  ACCOUNT. 

ALTHOUGH THE SUBSCRIPTION REGISTRATION  PROCESS INCLUDES A REQUIREMENT TO CLICK THROUGH TO SIGNIFY A SUBSCRIBER’S CONSENT TO THIS  AGREEMENT, YOU ARE BOUND BY THIS AGREEMENT BY YOUR USE OF THE SERVICE OR YOUR  ACCESS OF THE SOFTWARE, WHETHER OR NOT YOU PARTICIPATED IN SUCH CLICK-THROUGH  AND WHETHER OR NOT YOU ARE A SUBSCRIBER.   ALL SUBSCRIBERS ARE RESPONSIBLE FOR ALL USERS (AND ALL USES) UNDER THEIR  ACCOUNT AND/OR SUBSCRIPTION.  IF YOU DO  NOT AGREE, PLEASE DO NOT ATTEMPT TO USE OR ACCESS THE SERVICE OR THE SOFTWARE.  IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,  YOUR LICENSE TO USE THE SERVICE AND SOFTWARE SHALL TERMINATE IMMEDIATELY, AND  YOUR SOLE REMEDY SHALL BE TO STOP ACCESSING OR USING THE SERVICES AND SOFTWARE. 

    1. Service  Plans and Billing Options
      1. You may use the Service and access the Software only  under a current and valid Service subscription (a “Subscription”)  under an account registered to a Subscriber (an “Account”). A  Subscriber may obtain a Subscription by creating an Account on the Martin  Creative website (the “Website”) and paying the applicable Plan Charges  (defined above). Each Subscriber’s Account is billed in accordance with the  terms of its chosen Subscription plan (a “Plan”). Martin Creative  reserves the right to eliminate, modify, add, or otherwise change Plans and the  availability thereof at its discretion with written notice to Subscriber.
      2. Additional Features. In addition to Plans, Martin Creative may offer  other add-on or convenience features or services related to use of the Service  or Software, or customization of the Service, but which are not included in a  Plan (“Additional Features”), for additional fees and charges (“Additional  Service Charges”), and subject to mutual acceptance in a separate document  between the Subscriber and Martin Creative. Additional Features are deemed to  constitute a portion of the Service for the purposes of this Agreement, and,  without limitation, all disclaimers and limits of liability apply to such  Additional Features, notwithstanding that Plan Charges may not apply.  Additional Feature orders are non-cancellable and Additional Service  Charges are not refundable.
      3. Your right to access  or use the Service and the Software terminates on the earlier of: (a) the date  which is the last day of the Subscription period (for example, the last day of  a billing cycle) for which a Subscription prepayment for your Subscription has  been received by Martin Creative, or (b) any other date upon which Martin  Creative has the right to terminate the Account, your Subscription, or suspend  the Service as provided in this Agreement or any other applicable agreement or policy.
      4. Prepayment of Charges. Each Subscription  is conditioned on timely prepayment of all fees, rates, charges, surcharges or  other amounts described as payable for a given Plan (“Plan Charges”) on the  Website and all applicable Additional Service Charges. Subscriber agrees to pay  Martin Creative all applicable Plan Charges and Additional Service Charges  ordered under his, her, or its Account, together with all applicable taxes and  similar amounts, by electronic payment card, and authorizes Martin Creative to  process all such charges on Subscriber’s payment card on a recurring basis  through the term of the Plan (or as otherwise provided on the Website) to  assure timely prepayment according to the applicable Plan or the terms  applicable to Additional Services. All Plan Charges and Additional Service  Charges are subject to change by Martin Creative from time to time, provided  that Plan Charge changes shall be effective upon the expiration of the  Subscription under the applicable current Plan.   
      5. All  Plan Charges, Additional Service Charges and other payments to Martin Creative  are non-refundable. Subscriber’s failure to pay all applicable Plan Charges or  Additional Service Charges may result in suspension or termination of an Account  or Subscription, at Martin Creative’s sole discretion. In addition to Plan  Charges and Additional Service Charges, Subscriber is required to pay any  penalties, administrative fees, or other amounts arising out of an unauthorized  payment card usage, charge-backs, and the like, relating to such Subscriber’s  Account or Subscription. Any billing dispute must be submitted within thirty (30)  days of the applicable billing date or are deemed waived, and any undisputed  balances shall become an account stated after such time frame. 
      6. Service Limits. To the extent any Plans or Additional Features  include limits as to the volume or other amount of Service used (“Service  Limits”), allocated capacity is valid only for the current  subscription and billing cycle period (e.g. month), and any unused capacity  (i.e. leftover capacity should usage not reach a given Limit) expires at the  end of such period, whether used or not. No refunds or credits for unused  capacity or for partial usage (or for any other purpose) shall be given. Limits  reset at the start of the next succeeding period without any carry-over from  the previous period. Charges stated on the Website for usage in excess of  Service Limits apply, and Subscriber agrees to pay the same. 
      7. Cancellation of Subscription. Subscriber may  cancel a Subscription and/or Account (cancellation of an Account automatically  cancels all related Subscriptions) through the Account or Subscription  cancellation process provided on the Website; provided however, Subscription  cancellation is subject to any Subscription term commitments made by  Subscriber, and written notice of cancellation must be received by Martin  Creative at least thirty (30) days prior to any automatic subscription renewal  date or such cancellation will take affect at the end of the following billing  cycle.  
    2. Intellectual  Property and Use of Services
      1. Provision of Access. Subject to and  conditioned on Subscriber’s payment of Plan Charges and compliance with all  other terms and conditions of this Agreement, Martin Creative hereby grants Subscriber  a non-exclusive, non-transferable, license to access and use the Software on a  runtime basis through your use of the Service: (i) subject to any applicable  Service Limits, (ii) solely for your internal business purposes, and (iii)  solely as expressly permitted herein. For the avoidance of doubt, an Authorized  User is Subscriber’s employees, consultants, contractors, and agents who are  authorized by Subscriber to access and use the Services under the rights  granted to Subscriber pursuant to this Agreement, and for whom access to the  Services has been purchased hereunder.
      2. Use Restrictions. Subscriber shall not at any time,  directly or indirectly, and shall not permit any Authorized Users to : (i)  copy, modify, or create derivative works of the Services, in whole or in part;  (ii) rent, lease, lend, sell, license, sublicense, assign, distribute,  transfer, or otherwise make available the Services; (iii) reverse engineer,  disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain  access to any software component of the Services, in whole or in part; (iv)  remove any proprietary notices from the Services; or (v) use the Services in  any manner or for any purpose that infringes, misappropriates, or otherwise  violates any intellectual property right of other right of any person, or that  violates any applicable law. You may not provide any access thereto to any  third party, except as otherwise expressly permitted hereunder. You may not  subdivide your Account or Subscription or use it in any service bureau fashion.  If you have any questions about using the Service or the Software for any  purposes other than as expressly permitted herein, you may contact Martin  Creative at info@upleveltourism.com
      3. Martin  Creative (together with its respective licensors) reserves all rights, title,  and interest in the Service and the Software, including but not limited to  information, documents, logos, graphics, sounds, images, or other content,  except with respect to any Subscriber Content (defined below). Any rights with  respect to the Service or the Software not expressly granted to you herein are  reserved by Martin Creative. Martin Creative reserves the right to retain and  use any information that is generated as a result of use of the Service (for  clarification, such information does not include a Subscriber’s personal  contact or payment card information, which is subject to Martin Creative’s  Privacy Policy) for any purpose and through any medium.
      4. Without  limitation, Martin Creative may refuse, suspend, or terminate a Subscription  (or any renewal thereof) if any user of such Subscription violates, threatens  to violate, or reasonably appears to carry a significant danger of violating,  this Agreement (or any other Martin Creative policy or agreement) in any  manner, and Martin Creative reserves any and all other rights available at law  or in equity with respect thereto. 
      5. Subscriber Representations and Warranties. You represent,  warrant, and covenant to Martin Creative that: (i) any text, software, scripts,  graphics, photos, sounds, music, videos, audiovisual combinations, interactive  features, and other materials (collectively, “Subscriber Content”)  you post through or otherwise use with the Service, or post to the Subscriber  Website, or which you provide to Martin Creative for use with the Service or  for use in any Additional Features is not confidential, does not violate any  applicable laws, contractual restrictions, or other third party rights,  including intellectual property and moral/ personality rights, and that you  have permission from each third party whose personal information, intellectual  property, or likeness/personality is included in any Subscriber Content to use  the same as contemplated hereunder; (ii) the Subscriber Content is free of  viruses, adware, spyware, worms or other malicious code; and (iii) you will not  (A) access or attempt to access any information, documents, material, or  Accounts registered to others; (B) bypass any robot exclusion headers, or other  measures Martin Creative employs to restrict access, to send content or messages,  scrape, spider, or crawl the Website or Service or Software; (C) disrupt or  interfere with the security of, or otherwise cause harm to, the Website,  Service, Software, or Martin Creative network; (D) access or use the Website,  Service, or any Martin Creative network element in any manner that could  damage, disable, overburden or impair any Martin Creative network element or  that of any of its providers, including conducting any type of attack or using  any malware, or otherwise interfere with any other person’s use or enjoyment of  the Service; (E) obtain any information from, or access to, the Services using  any method not expressly permitted by Martin Creative; or (F) use the Website,  Service, or Software, intentionally or unintentionally, in connection with any  violation of any applicable law or regulation, or in contravention of the legal  rights of any person. 
      6. Martin  Creative reserves the right to refuse any Subscriber Content or any Subscriber  in its sole discretion, and to enact other policies as may be necessary or  desirable, as determined by Martin Creative in its sole discretion.  
    3. Other  Applicable Documents
      1. If,  in connection with your use of the Service or Software, you accept and agree to  any Martin Creative privacy policy or terms of use (“Martin Creative  Policies”), this Agreement shall take precedence to the extent of any  conflict between such Martin Creative Policies and this Agreement. Any  violation by you of any such Martin Creative Policies shall be deemed a  violation hereof. You agree that Martin Creative may amend Martin Creative  Policies at any time in its discretion and that such amendment shall be binding  on you.  
      2. Martin  Creative Policies are intended only to apply to your use of the Service and  access to the Software. Subscriber is responsible for all privacy policies,  terms of use, and any other documents or policies (collectively,  “Subscriber Policies”) intended to govern third party (such as  end-user) access to (i) the Subscriber Website; or (ii) Subscriber Content or services  provided by Subscriber. Subscriber hereby agrees to indemnify and holds  harmless the Released Parties (defined below) from and against any third party  claim, and any damages, costs, debts, liabilities, obligations, or expenses  (including without limitation attorneys’ fees and expenses) arising out of or  relating to any third party’s use or access of the Subscriber Website, the  Software, or any Subscriber Content, or the content of any of the Subscriber’s  Policies.
    4. Disclaimers and Limitations of Liability
      1. Martin Creative does not guaranty that use of the Service or Software will result in reaching any of Subscriber’s business objectives. Accordingly, you: (i) acknowledge, understand, and accept all risk associated with your use of the Service or the access by any third party of any website hosted as part of the Service or any Subscriber Content, and any other activity you undertake, or request Martin Creative to undertake, arising out of your use of the Service or Software or any other Martin Creative services; (ii) agree that neither Martin Creative, nor its principals, owners, Subscribers, officers, employees, agents, subcontractors, or licensors (collectively, “Released Parties”) shall have any liability for damages, whether direct, indirect, or otherwise and regardless of legal theory (contract, tort, statutory, or otherwise), relating to or arising out of your use of the Service or Software, or any other Martin Creative service, or any third party’s access of the Subscriber Website (or inability to gain such access); and (iii) release and covenant not to sue the Released Parties from any and all claims, debts, damages, and causes of action (whether past or future) pertaining to or arising out of or related in any way to your use of the Service or Software, or any other Martin Creative service. 
      2. Limitation of Liability. IN NO EVENT SHALL  MARTIN CREATIVE (OR ANY OTHER RELEASED PARTY) BE LIABLE FOR (I) ANY REFUNDS,  DIRECT DAMAGES, COVER DAMAGES, THE COST OF SUBSTITUTE SERVICES, INDIRECT  DAMAGES, PUNITIVE DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, OR  CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE,  PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), NO MATTER HOW SUCH DAMAGES  ARISE AND REGARDLESS OF LEGAL THEORY (WHETHER CONTRACT, TORT, PROPERTY OR  OTHERWISE), EVEN IF MARTIN CREATIVE HAS BEEN PREVIOUSLY ADVISED OF THE  POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE IS FORESEEABLE, OR (II) ANY DAMAGES  ARISING OUT OF OR IN CONNECTION WITH (A) THE USE AND/OR INABILITY TO USE THE SERVICE  OR THE SOFTWARE, OR (B) YOUR RELIANCE ON OR USE OF INFORMATION OR FEATURES  PROVIDED ON OR THROUGH THE SERVICE OR THE SOFTWARE (C) MISTAKES, OMMISSIONS,  INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY  FAILURE OF PERFORMANCE. IF, NOTWITHSTANDING THE FOREGONG, MARTIN CREATIVE (OR  ANOTHER RELEASED PARTY) IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE  WHATSOEVER, YOU AGREE THAT MARTIN CREATIVE’S (OR SUCH OTHER PARTY’S) LIABILITY  TO YOU WILL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR SERVICE SUBSCRIPTIONS IN  THE LAST THREE (3) MOST RECENTLY PAID MONTHS PRIOR TO THE DATE THE CLAIM AROSE. 
      3. Force Majeure. MARTIN CREATIVE SHALL NOT BE LIABLE FOR OR  IN RESPECT OF ANY BREACH OF THIS AGREEMENT OR ANY OTHER DAMAGE SUFFERED BY YOU  DUE TO “FORCE MAJEURE” EVENTS OR CAUSES BEYOND THE REASONABLE CONTROL OF MARTIN  CREATIVE AND/OR ITS VENDORS OR OTHER ASSOCIATED PARTIES, INCLUDING WITHOUT  LIMITATION ACTS OF GOD, WAR, GOVERNMENT, LABOR STRIFE, WEATHER, OR  COMMUNICATIONS INTERRUPTION.
      4. YOUR  SOLE REMEDY IN THE EVENT OF ANY DAMAGES INCURRED BY AND THROUGH YOUR USE OF THE  SOFTWARE OR THE SERVICE SHALL BE TO CEASE TO USE THE SOFTWARE AND THE SERVICE.
      5. THE  SOFTWARE AND THE SERVICE ARE PROVIDED ON AN “AS IS,” “WHERE  IS,” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED  BY LAW, MARTIN CREATIVE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY  KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  ALL RISK OF USE OF THE SOFTWARE AND THE SERVICE IS WITH YOU.
      6. MARTIN  CREATIVE MAKES NO WARRANTY THAT: (A) THE SOFTWARE  AND THE SERVICE WILL MEET YOUR REQUIREMENTS;  (B) THE SOFTWARE OR THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY,  SECURE, OR ERROR-FREE BASIS OR FROM ALL AREAS OR JURISDICTIONS; (C) THE RESULTS  THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE  OR THE SERVICE WILL BE ACCURATE OR RELIABLE;  OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL  PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
      7. Subscriber Indemnification. Subscriber shall indemnify,  hold harmless, and, at Martin Creative’s option, defend the Released Parties  from and against any Losses resulting from any Third-Party Claim that the Subscriber  Content, or any use of the Subscriber Content in accordance with this  Agreement, infringes or misappropriates such third party’s intellectual  property rights and any Third-Party Claims based on Customer’s or any Authorized  User’s (i) negligence or willful misconduct; (ii) use of the Services in a  manner not authorized by this Agreement; (iii) use of the Services in  combination with data, software, hardware, equipment or technology not provided  by Martin Creative or authorized by Martin Creative in writing; or (iv)  modifications to the Services not made by Martin Creative, provided that Subscriber  may not settle any Third-Party Claim against Martin Creative unless Martin  Creative consents to such settlement, and further provided that Martin Creative  will have the right, at its option, to defend itself against any such  Third-Party Claim or to participate in the defense thereof by counsel of its  own choice.
      8. THE  TERMS AND CONDITIONS SET FORTH IN THIS SECTION 4 ARE MATERIAL AND OF THE  ESSENCE WITH RESPECT TO MARTIN CREATIVE’S MAKING THE SERVICE AVAILABLE TO YOU  AND IN DETERMINING THE PRICING THEREOF.
    5. Applicable  Law and Dispute Resolution.
      1. Governing Law. All matters arising out of or relating to  this Agreement shall be governed by and construed in accordance with the  internal laws of the State of Illinois without giving effect to any choice or  conflict of law provision or rule (whether of the State of Illinois or any  other jurisdiction).
      2. Arbitration. Any claim or controversy arising out of or related to this Agreement shall  be resolved by arbitration in the City of Chicago by one arbitrator pursuant to  the commercial rules of the American Arbitration Association then in effect.  The demand for arbitration shall be made within a reasonable time after notice  of the claim, dispute, or other matter in question has arisen, and in no event  shall it be made after two years from when the aggrieved party knew or should  have known of the controversy, claim, dispute, or breach. If the Parties are  not able to agree upon the selection of an arbitrator, within twenty (20) days  of commencement of an arbitration proceeding by service of a demand for  arbitration, the arbitrator shall be selected by the America Arbitration  Association. The arbitrator shall have no authority to award punitive,  consequential, special, or indirect damages. The cost of the arbitration  proceeding and any proceeding in court to confirm or vacate any arbitration  award, including reasonable attorneys’ fees and costs, shall be borne by the  unsuccessful party, as determined by the arbitrators. Any judgment on an award  rendered may be entered in any state or federal court having jurisdiction.  Except as may be required by law, neither party nor its representatives may  disclose the existence, content, or results of any arbitration hereunder  without the prior written consent of all Parties. 
      3. Jurisdiction and  Venue. Any legal suit, action, or proceeding arising out of or  relating to this Agreement, subject to the Arbitration provision herein, shall  be instituted in any United States federal court or state court located in the  state of Illinois in the City of Chicago and County of Cook, and each Party  irrevocably submits to the exclusive jurisdiction of such courts in any such  suit, action, or proceeding. The Parties irrevocably and unconditionally waive  any objection to the laying of venue of any suit, action, or proceeding in such  courts and irrevocably waive and agree not to plead or claim in any such court  that any such suit, action, or proceeding brought in any such court has been  brought in an inconvenient forum.
    6. Miscellaneous
      1. You  are responsible for providing the equipment and services, if any, and  configuring the same correctly, as necessary for your access to the Service.  Martin Creative is not responsible for any telephone or internet connection  charges, data charges, surcharges, taxes, or other amounts incurred in  accessing the Service, for which you accept all responsibility. If Martin  Creative specifies, at any time, any particular system requirements or hardware  specifications for use of the Service, you will be responsible to provide the  same or to cease to use the Service.
      2. You  agree to allow Martin Creative whatever access to your system(s) and software  is necessary in order to provide the Service. 
      3. By  using the Website, the Service, or the Software, you consent to have this  Agreement, together with any records of usage or notices relating to the  Service provided to you in electronic form. In order to access and retain this  electronic Agreement and to receive such notices, you must have access to the  Internet, either directly or through devices that access web-based content, and  pay any service fees associated with such access. Please print a copy of this  document for your records. 
      4. Severability. If any provision of this Agreement shall  be unlawful, void, or for any reason unenforceable, then that provision shall  be deemed severed from this Agreement and shall not affect the validity and  enforceability of any remaining provisions. Except to the extent expressly  otherwise provided by a written and manually executed agreement with Martin  Creative, this Agreement (together with the other documents incorporated herein  by reference) constitutes the entire agreement between you and Martin Creative  relating to the Software, the Service, and the Website, and shall not be  modified except (i) as expressly provided herein or (ii) by a writing manually  executed by an authorized officer of Martin Creative.
      5. Accounts  and Subscriptions are not transferrable or sublicensable, and may not be sold,  rented, or timeshared, unless expressly permitted herein or in another  agreement manually executed by an authorized officer of Martin Creative.  Notwithstanding the foregoing, a Subscriber may authorize its employees and  agents to use its Account so long as it has obtained such employee’s or agent’s  written agreement to abide by the terms hereof, for purposes consistent with  the other terms hereof.  
      6. Martin  Creative may assign this Agreement, in whole or in part, at any time with or  without notice to you. 
      7. Termination. Martin Creative may terminate this  Agreement, effective on written notice to Subscriber, if: (i) Subscriber fails  to pay any amount when due hereunder; (ii) Subscriber breaches any of its  obligations hereunder; or (iii) Subscriber becomes insolent or is generally  unable to pay its debts as they become due, files or has filed against it, a  petition for voluntary or involuntary bankruptcy or otherwise becomes subject,  voluntarily or involuntarily, to any proceeding under any domestic or foreign  bankruptcy or insolvency law, makes or seeks to make a general assignment for  the benefit of its creditors, or applies or has been appointed a receiver,  trustee, custodian, or similar agent appointed by order of any court of  competent jurisdiction to take charge of or sell any material portion of its  property or business. Upon expiration or earlier termination of this Agreement,  Subscriber shall immediately discontinue use of the Subscriber Website,  Software, and Service, and, without limiting Subscriber’s obligations under  this Agreement, Subscriber shall delete, destroy, or return all copies of the  Subscriber Website and Software and certify in writing to Martin Creative that  same has been deleted or destroyed. No expiration or termination will affect  Subscriber’s obligation to pay all Plan Charges and other fees that may have  become due before such expiration or termination, or entitle Subscriber to any  refund.
      8. Export Regulation. Subscriber shall comply with all  applicable federal laws, regulations, and rules, and complete all required  undertakings (including obtaining any necessary export license or other  governmental approval), that prohibit or restrict the export or re-export of  the Services or any Subscriber Content outside the US.
      9. Survival. This Section and Sections 1(d), 2(c),  4(b), 4(d), 4(g), 5(b), and 5(c) survive any termination or expiration of this  Agreement. 

Counterparts. This Agreement may be executed in  counterparts, each of which is deemed an original, but all of which together  are deemed to be one and the same agreement.