END USER LICENSE TERMS
These End User License Terms (these “License Terms”) are between you (both the individual installing the Software and any other person or entity on behalf of which such individual is acting) (“Customer”) and Logicfork Cloud Group, Inc. (“Logicfork”).
THE SOFTWARE THE CUSTOMER SEEKS TO INSTALL IS LICENSED SUBJECT TO THE CONDITION THAT THE CUSTOMER ACCEPTS TO BE BOUND BY ALL TERMS AND CONDITIONS OF THE LICENSE TERMS. PLEASE CAREFULLY READ THE LICENSE TERMS. IF CUSTOMER DOES NOT AGREE TO THESE LICENSE TERMS, CUSTOMER SHOULD NOT ATTEMPT OR COMMENCE INSTALLATION OF THE SOFTWARE. DURING INSTALLATION, CUSTOMER WILL BE PROMPTED TO EXPRESSLY AGREE TO THE LICENSE TERMS BY CLICKING ON AN “I ACCEPT” BOX. IF SO ACCEPTED, THE SOFTWARE WILL AUTOMATICALLY BE DOWNLOADED. IF THE CUSTOMER DOES NOT AGREE TO THE LICENSE TERMS BY CLICKING THE “I ACCEPT” BOX, INSTALLATION OF THE SOFTWARE WILL AUTOMATICALLY BE ABORTED.
1. Definitions
"Documentation" shall mean all of Logicfork's user manuals, operating instructions, installation guides and other documents relating to the Software, as generally made available from time to time by Logicfork to the Customers; Customers;
"Software" shall mean the software components necessary or useful for the use of any software used and licensed by Logicfork to Customer under these License Terms, which may include associated software components, media, printed materials and online or electronic documentation;
2. License and Restrictions
- 2.1 Subject to the terms and conditions of these License Terms, Logicfork hereby grants to Customer, during the term of the License a license to use, install and operate the Software (incl. Documentation) on computers running a validly licensed copy of the operating system for which the Software was designed.
- 2.2 The License does not include the right to sublicense or transfer the Customer’s user rights in the Software or the Documentation to any third party by means of sale, lease, loan, rent, license or otherwise. The Customer is not entitled to resell or distribute the Software or the Documentation. The Customer may not reverse engineer, decompile, or disassemble the Software.
- 2.3 Except for the express License granted to Customer under clause 2.1 of these License Terms, all right, title and interest (including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights) in and to the Software and Documentation (including all copies thereof) shall remain exclusively in and with Logicfork and/or its licensors, who reserve all rights not expressly granted to Customer. Nothing in these License Terms shall limit in any way Logicfork's right to develop, use, license, create derivative works of, or otherwise exploit the Software or the Documentation, or to permit third parties to do so.
- 2.4 The Customer shall reproduce and include all, and shall not remove, alter or obscure any, copyright, trademark and other proprietary notices in and on any copies of the Software and Documentation.
3. Usage Limitations and Restrictions
- 3.1 Customer expressly acknowledges and agrees that only Customer, and not Logicfork, is responsible for verifying whether the applicable laws and regulations of the country where Customer intends to install and use the Software and Documentation, allows the installation and/or use of the Software and Documentation, and for obtaining all necessary permits, licenses and authorizations required to be able to so install and use the Software and Documentation. The customer will at all times comply with any and all applicable laws and regulations, including federal, state, local and international laws (“Applicable Law”) which may apply to the Software and Documentation and the installation and use thereof by the Customer.
- 3.2 Customer will not use the Software or Documentation except as expressly permitted under clause 2.1 of these License Terms.
- 3.3 The customer may not disclose or publish performance benchmark results for the Software without the prior written approval of Logicfork.
4. Obligations of Customer
- 4.1 Customer agrees to follow the operating procedures published by Logicfork including, but not limited to, procedures for routine maintenance of the Software.
- 4.2 The customer shall implement and is solely responsible for implementing, procedures for the protection of data and other information in the event of errors or malfunctions of the Software or hardware on which the Software is used.
- 4.3 The customer shall properly train its staff in the use and application of the Software and any hardware on which the Software is used or installed.
5. No Warranty
LOGICFORK EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE PROVIDED ‘AS IS’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE. LOGICFORK DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE. LOGICFORK MAKES NOW WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. LOGICFORK FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR TO ANY THIRD PARTY.
6. Limitation of Liability
- 6.1 IN NO EVENT SHALL LOGICFORK BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY FOR LOST PROFITS AND/OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, (I) LOSS OF REVENUE, BUSINESS OR USE; (II) LOSS OF ANTICIPATED SAVINGS; (III) LOSS OF ACTUAL OR ANTICIPATED BUSINESS AND/OR GOODS; (IV) LOSS OF GOODWILL; (V) LOSS AND/OR CORRUPTION OF DATA AND/OR OTHER INFORMATION, (VI) LOSS AS A RESULT OF THIRD PARTY CLAIMS; (VII) THE COST OF PROCURING REPLACEMENT GOODS AND/OR SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TYPES OF LOSS AND/OR DAMAGE SPECIFIED IN (I) THROUGH (VII) SHALL NOT CONSTITUTE DIRECT LOSSES FOR THE PURPOSES OF THESE LICENSE TERMS. THE FOREGOING LIMITATION WILL APPLY EVEN IF LOGICFORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE
- 6.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, LOGICFORK’S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS ARISING FROM THE SOFTWARE, THE DOCUMENTATION OR THESE LICENSE TERMS, WHETHER FOR BREACH, INFRINGEMENT, INTORT, INDEMNIFICATION OR OTHERWISE, SHALL BE LIMITED TO "2000.00 USD".
- 6.3 For the avoidance of doubt, Logicfork shall have no liability or responsibility for problems in the Software, Documentation or other deliverables caused by misuse or the malfunction of the network or any third party software, hardware or equipment or any other cause not attributable to Logicfork.
- 6.4 The parties acknowledge that the limitations of liability in clauses 6.1 and 6.2 and in the other provisions of these License Terms and the allocation of risk herein are an essential element of the bargain between the parties, without which Logicfork would not have entered into this Agreement. Logicfork pricing reflects this allocation of risk and the limitations of liability specified herein.
7. Term and Termination
- 7.1 The term of these License Terms commences on the earlier of (i) the date of shipment of the Software to the Customer or (ii) the date on which the Software is delivered to the Customer or otherwise made available to Customer for download, and will remain effective unless and until earlier terminated by either party in accordance with this clause
- 7.2 The term of these License Terms commences on the earlier of (i) the date of shipment of the Software to the Customer may terminate these License Terms at any time for convenience by providing written notice of its election to terminate to Logicfork.
- 7.3 The term of these License Terms commences on the earlier of (i) the date of shipment of the Software to the Without prejudice to either party's other rights accorded to it by these License Terms or by law, either party can terminate these License Terms with immediate effect by written notice to the other party, if any of the following events occur: (i) the other party breaches these License Terms and fails to cure such breach within thirty (30) days of the receipt of written notice of such breach from the non-breaching party; (ii) the other party breaches these License Terms, and such breach is not curable (a breach of the License terms by Customer shall be deemed a breach which is not curable); (iii) the other party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, becomes subject to any proceedings under any bankruptcy or insolvency law (whether domestic or foreign), has wound up or liquidated, voluntarily or otherwise;
(iv) the other party becomes insolvent or ceases or threatens to cease to carry on its business in the normal course; (v) the other party suffers or permits the appointment of a receiver for its business or assets ; or (vi) any other event analogous to those listed under (iii) through (v) occurs in the jurisdiction applicable to the party affected. The affected party shall promptly notify the other party in the event of the occurrence of any of the foregoing instances as per (iii) through (v).
- 7.4 The term of these License Terms commences on the earlier of (i) the date of shipment of the Software to the If the term of these License Terms expires or is terminated for any reason whatsoever, the License shall automatically terminate and Customer shall: (i) immediately cease using the Software and the Documentation; (ii) have a Customer senior officer certify to Logicfork within thirty (30) days after the effective date of termination that Customer has permanently deleted, destroyed, or, at Logicfork option, has returned to Logicfork, the Software and the Documentation and all copies thereof. Neither party shall be liable to the other for damages of any kind solely as a result of terminating these License Terms in accordance with this clause 7. Either party’s termination of this Agreement shall be without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve either party of breaches occurring prior to the effective date of such termination.
8. Miscellaneous terms
- 8.1. Compliance with Law The customer will comply with all Applicable Law in its use of the Software and Documentation, including all export laws and regulations
- 8.2. Waiver The failure by either party to insist upon strict enforcement of any terms and conditions of these License Terms shall not be valid unless such party waives its rights in writing, and such failure shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion.
- 8.3. Severability. If any part of these License Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these License Terms, which will continue to be valid and enforceable to the fullest extent permitted by applicable law. The invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner.
- 8.4 References. Customer agrees that Logicfork may use Customer's name and logo in press releases, product brochures, financial reports and other promotional materials in any media indicating that Customer is a customer and end user of Logicfork.
- 8.5 Governing Law Jurisdiction. These License Terms shall be governed by, and construed in accordance with, the laws of Michigan. The parties agree that the U.N Convention on Contracts for the International Sale of Goods shall not govern the terms, interpretation or enforcement of this Agreement. Any action or proceeding arising out of or related to this Agreement shall be resolved via binding arbitration. The parties hereby consent to such jurisdiction and venue.
- 8.6 English Language. These License Terms is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.