This End User License Agreement ("EULA") is a legal agreement between you, as an Authorized User of your company’s subscription to LogicGate’s Risk Cloud® platform ("User", "You", or "Your") and LogicGate, Inc. ("LogicGate") governing the use of artificial intelligence services ("AI services") provided through the Risk Cloud® (the "Service"). By accessing or using the AI Service, you agree to be bound by the terms and conditions of this EULA.
For the avoidance of doubt, this EULA applies solely to Your use of the AI services provided by LogicGate. All other usage of the Service remains subject to the terms and conditions of the applicable subscription agreement, whether executed by your company and LogicGate or accepted through hosted terms (the "Agreement").
1. License Grant:
Subject to the terms and conditions of this EULA, LogicGate grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the AI services provided through the Service solely for your company's internal business purposes. You may not sublicense, distribute, rent, lease, lend, or otherwise transfer the AI services or any portion thereof to any third party without prior written consent from LogicGate.
2. Restrictions:
You shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the AI services. You shall not use the AI services for any unlawful or unauthorized purpose, or in any manner that violates any applicable laws or regulations. You shall not interfere with or disrupt the integrity or performance of the AI services or the Service. You also agree not to use the AI Services to input or process any data that is subject to specific legal or regulatory protection, such as health information or personal data governed by privacy laws, without obtaining appropriate consents. You shall not use the AI Services to create a competing product or service.
3. Ownership:
The AI services, including all intellectual property rights therein, and are and shall remain the exclusive property of LogicGate and its licensors. You acknowledge that this EULA does not grant you any ownership rights in the AI services or the Service. Any feedback or suggestions provided by You regarding the AI Services shall be considered non-confidential, and LogicGate shall have the right to use such feedback without any obligation to you.
4. Security & Data Privacy:
You hereby grant LogicGate the right to collect, process, and use data generated through your use of the AI services for the purpose of providing and improving the Service. LogicGate will take commercially reasonable measures to safeguard the confidentiality and security of the data collected and processed by the AI services, in accordance with applicable laws and regulations.
5. Types of Data Processing:
LogicGate may process customer data for the following purposes: data analysis, automated reporting, generating insights and recommendations, and other purposes relevant to the AI Services. Logicgate ensures that all data processing activities are conducted in accordance with applicable data protection laws and regulations.
6. Subprocessors:
LogicGate may engage third-party subprocessors to assist in the provision of the AI services. A current list of subprocessors and the purposes for which they are used can be found at https://www.logicgate.com/subprocessors. LogicGate shall ensure any subprocessor used maintains data protection standards at least as rigorous as those set forth in this EULA.
7. Warranty Disclaimer:
THE AI SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. LOGICGATE DOES NOT WARRANT THAT THE AI SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
8. Limitation of Liability:
IN NO EVENT SHALL LOGICGATE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE AI SERVICES, EVEN IF LOGICGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, LOGICGATE'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. LOGICGATE'S'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE AMOUNTS PAID BY YOU OR YOUR COMPANY TO LOGICGATE FOR THE AI SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9. Term and Termination:
This EULA shall commence upon your acceptance and shall continue until terminated in accordance with this Section. LogicGate may suspend or terminate this EULA at any time for any reason or no reason upon written notice to the other party. Upon termination of this EULA, your right to access and use the AI services shall immediately cease, and you shall delete or destroy all copies of the AI services in your possession or control.
8. Miscellaneous:
This EULA constitutes the entire agreement between you and LogicGate regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether oral or written. No failure or delay by either party in exercising any right under this EULA shall constitute a waiver of that right. if any provision of this EULA is held to be invalid or unenforceable, such provision shall be construed to the maximum extent possible to give effect to the intent of the parties. Provisions that by their nature should survive termination, including those on intellectual property, data privacy, warranty disclaimers, and liability, shall remain in effect in the event there are conflicting terms between this EULA and the Agreement, the order of precedence shall be as follows: the Agreement and the EULA. This EULA shall be governed by the laws specified in the Agreement governing You or your company's use of the service.
Last Updated: November 2024