LogicGate Master Services Agreement

This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between the parties identified in the applicable Order Form (each, a “Party” and collectively, the “Parties”). The LogicGate entity identified in the applicable Order Form is referred to herein as “LogicGate,” and the other party is referred to herein as “Customer.” This Agreement includes the terms set forth below, all documents expressly incorporated by reference (including any attachments, addenda, and exhibits), and the applicable Order Form.

The “Effective Date” means the earlier of: (a) the date Customer first accesses any LogicGate Offering via online provisioning, registration, or ordering; or (b) the effective date of the first Order Form or reseller ordering documentation referencing this Agreement.

Modifications to this Agreement

LogicGate may update this Agreement from time to time. Unless stated otherwise, updates take effect upon renewal of Customer’s current subscription or the effective date of a new Order Form. LogicGate will use reasonable efforts to notify Customer by email, account notice, or other means. Continued use of any LogicGate Offering after an update’s effective date constitutes acceptance. Customer may also be required to affirmatively accept updates at renewal or when entering a new Order Form.

1. Use of Services

1.1. Services Access. LogicGate will make the Services available to Customer for the applicable subscription term purchased directly from LogicGate or through a LogicGate-authorized reseller, solely for use by Customer, its Affiliates, and their respective Users, in accordance with the terms and conditions of this Agreement, the Documentation, and, as applicable, the relevant Order Form or reseller ordering documentation. Customer may permit its Affiliates to serve as Users, provided that any use of the Services by any Affiliate or other User is solely for the benefit of Customer or such Affiliate. Customer shall be responsible for each User’s compliance with this Agreement, and any acts or omissions by any User shall be deemed acts or omissions by Customer.

1.2. Affiliates. Customer Affiliates may purchase LogicGate Offerings by executing an Order Form with LogicGate, subject to this Agreement. Each Order Form creates a separate contract between the purchasing Customer Affiliate and the signing LogicGate entity. If the Customer Affiliate is in a different country, the Order Form may adjust transaction-specific terms (e.g., tax, invoicing, or governing law).

1.3. Compliance with Applicable Laws. LogicGate will provide the LogicGate Offerings in compliance with all laws and regulations generally applicable to its delivery of such Offerings, including those relating to data privacy, cross-border data transfers, and export control, without reference to Customer’s specific use. Customer shall use the LogicGate Offerings in compliance with this Agreement and all applicable laws.

1.4. General Restrictions. Customer will not: (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Services (or any Deliverables, if applicable) except as expressly permitted in the Documentation or an applicable SOW; (b) use the Services to develop or offer any substantially similar cloud-based service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to obtain the source code or non-public APIs of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to LogicGate); (d) remove or obscure any proprietary or other notices contained in the Services; (e) use any LogicGate Offerings in violation of the Acceptable Use Policy; or (f) use any APIs except as expressly permitted in the Agreement or Documentation, including by: (i) copying, modifying, or creating derivative works of the APIs; (ii) using the APIs to develop a product or service competitive with the Services; (iii) interfering with or disrupting the APIs or the Services; or (iv) using the APIs in violation of applicable law or third-party rights.

1.5. Use of APIs. LogicGate may provide Customer with access to application programming interfaces, software development kits, or related materials (“APIs”) to enable integrations or interoperability between the Services and Customer systems or third-party products. Customer may use the APIs solely (a) in accordance with the Agreement, Documentation, and LogicGate’s policies; and (b) for Customer’s internal business purposes in connection with the Services, including through the API (as defined in Section 14).

1.6. AI Features. The Services may include features that incorporate or leverage AI Technology (“AI Features”). LogicGate will identify AI Features within the Services. Customer’s use of AI Features is optional and may be disabled at the administrator level where available.LogicGate will not use Customer Data or AI Customer Input to train AI Technology models made available to other customers. LogicGate may use Usage Data and AI Outputs in aggregated or de-identified form that does not identify Customer or any User to operate, support, improve, and develop the AI Features and the Services. LogicGate will not use Customer Data or AI Outputs to generate content specifically for other customers. As between the parties, and subject to LogicGate’s ownership of the Services, AI Technology, and LogicGate Technology, Customer owns AI Outputs to the same extent it owns the Customer Data from which they are generated. Any third-party provider of AI Technology used in connection with AI Features will be treated as a subprocessor under the DPA.

1.7. Disclaimer. AI Outputs are generated automatically and may be incomplete or inaccurate. Customer is responsible for reviewing and validating AI Outputs before relying on them and is solely responsible for any decisions or actions taken based on AI Outputs. Except as expressly provided in this Agreement, LogicGate disclaims all warranties, express or implied, regarding AI Features and AI Outputs. AI Outputs do not constitute legal, regulatory, compliance, or other professional advice.

2. Customer Data

2.1. Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Services. Subject to the terms of this Agreement, Customer hereby grants to LogicGate a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the LogicGate Offerings to Customer, to prevent or address service or technical problems therein, or as may be required by law.

2.2. Use Obligations

(a) General Compliance. Customer’s use of the LogicGate Offerings and all Customer Data must comply with all applicable laws, regulations, and legal requirements, including but not limited to any data localization or data sovereignty laws and any relevant third-party legal obligations applicable to Customer. Customer is solely responsible for the accuracy, content, and legality of all Customer Data and represents and warrants that Customer has and will maintain all necessary rights and permissions in the Customer Data to grant the rights specified in this Agreement to LogicGate, and that LogicGate’s processing of Customer Data in accordance with this Agreement will not violate any applicable laws or infringe any third-party rights.
(b) HIPAA Data. Customer shall not process personal health information (“PHI”) as defined under HIPAA in the Services unless and until a Business Associate Agreement (BAA) with LogicGate is in effect. Absent a BAA, LogicGate assumes no liability for any HIPAA Data, despite anything to the contrary in this Agreement or applicable law. If a BAA is executed, it will govern all HIPAA Data processing and be incorporated into this Agreement by reference.

2.3. Aggregated and De-Identified Data. Notwithstanding anything to the contrary, LogicGate may collect, use, and disclose data derived from Customer Data, Usage Data, or AI Outputs in aggregated or de-identified form (“Aggregated Data”) for purposes of analytics, benchmarking, and improving LogicGate’s products and services, provided that such Aggregated Data does not identify Customer or any individual.

2.4. Data Privacy. The parties shall comply with the DPA.

2.5. Security. The parties shall comply with the Security Addendum.

2.6. EU Customers. In respect of a Customer established in the EU, the following shall apply.

(a) DORA. If the Customer is a financial entity within the meaning of Article 2 (1) of DORA, the parties shall comply with the DORA Addendum.
(b) EU Data Act. If the Customer is established within the European Economic Area (“EEA”) the parties shall comply with the Data Switching Addendum.

3. Fees

3.1. Fees and Payment. All fees and payment terms are set forth in the applicable Order Form. Except as expressly provided in this Agreement and to the extent permitted by law, all payment obligations are non-cancelable, and all fees are non-refundable.If Customer submits a purchase order in connection with any Order Form, such purchase order shall be for administrative purposes only and shall not modify the terms of this Agreement or any Order Form.LogicGate will invoice Customer using the billing contact information specified in the applicable Order Form or as otherwise updated by Customer in writing.

3.2. Reseller Purchases. If Customer purchases the Services through a LogicGate-authorized reseller, all pricing, payment, term, and renewal terms applicable to Customer’s use of the Services are governed exclusively by the agreement between Customer and the reseller. No Order Form exists between LogicGate and Customer with respect to such Services, and any order form between LogicGate and the reseller governs only the relationship between those parties and creates no rights or obligations for Customer. To the extent the renewal provisions of this Agreement conflict with any terms between Customer and a LogicGate-authorized reseller, the automatic renewal provisions of this Agreement do not apply to Services purchased through such reseller. Except as expressly set forth above, this Agreement continues to govern Customer’s access to and use of the Services, and Customer’s compliance with its payment obligations to the reseller satisfies any payment condition for such access. Professional services may be sold by a reseller and, if applicable, provided by LogicGate.

3.3. Payment Disputes. LogicGate will not exercise its rights under Section 7.2 (Termination for Cause) or Section 7.5 (Suspension of Services) due to Customer’s non-payment of amounts that are subject to a good faith dispute (“Payment Dispute”). If the parties are unable to resolve a Payment Dispute within thirty (30) days of notice, either party may pursue its available remedies under this Agreement or applicable law. For the avoidance of doubt, Customer shall remain obligated to pay all undisputed amounts in accordance with the applicable Order Form.

3.4. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, withholding, or other indirect taxes (“Taxes”). Customer is responsible for all Taxes associated with its purchases under this Agreement, excluding taxes based on LogicGate’s income, property, or employees. If LogicGate is required by applicable law to collect or remit Taxes for which Customer is responsible, LogicGate may invoice Customer for such amounts, and Customer shall pay such amounts unless it provides a valid exemption certificate from the appropriate taxing authority. Taxes must not be withheld or deducted from payments to LogicGate. If any such withholding is required by law, Customer shall gross up payments such that LogicGate receives the full amount it would have received absent the withholding. Upon request, Customer shall provide reasonable documentation of tax remittance to the applicable authority.

3.5. Value-Added Tax (VAT). To the extent that any fees or charges payable under this Agreement are subject to value-added tax (VAT) or similar indirect taxes under applicable law, and such taxes are required to be accounted for by the recipient of the services under the reverse charge mechanism, Customer shall be responsible for self-assessing and remitting such VAT to the appropriate tax authority. LogicGate shall not be required to collect or remit VAT in such cases and will not include VAT on its invoices where the reverse charge applies.

3.6. Auto-Renew. Unless either party provides notice of non-renewal, each Order Form will automatically renew for a renewal term of twelve (12) months, unless otherwise specified in the applicable Order Form (each, a “Renewal Order Term”). LogicGate will provide the Customer with notice by email prior to the start of the Renewal Order Term, including any applicable pricing adjustments or other changes to the Order. If Customer does not provide timely notice of non-renewal, the Order Form will renew as described above, and any stated pricing adjustments will be deemed accepted.

4. Trial Service; Beta Services

4.1. Trial Services. If Customer registers for Trial Services, LogicGate may provide access upon approval and solely for the duration of the trial period (the “Trial Period”), which shall end upon the earliest of: (i) the expiration of the trial period communicated to Customer; (ii) the effective date of a paid Order Form for the applicable Services; or (iii) termination by LogicGate at its sole discretion. Unless Customer enters into a paid Order Form for the same Services or exports its data prior to the end of the Trial Period, all Customer Data submitted or generated during the Trial Period will be permanently deleted and will not be recoverable.

4.2. Beta Offerings. LogicGate may make certain features or services available at no charge on a beta, pilot, preview, or similar basis (“Beta Offerings”) for evaluation purposes only. Participation in any Beta Offering is optional. Beta Offerings are not considered part of the “Services” under this Agreement; however, all usage restrictions, ownership provisions, and Customer responsibilities under the Agreement apply. Unless otherwise specified, access to Beta Offerings will automatically terminate upon the release of a generally available version. LogicGate may modify, suspend, or discontinue any Beta Offering at any time and makes no commitment that such offerings will become generally available.

4.3. Disclaimers. Notwithstanding any provisions in this Agreement regarding support, warranties, or indemnification, all Trial Services and Beta Offerings are provided strictly “as is” and “as available,” without any warranties of any kind, express or implied, and without support or indemnity obligations from LogicGate. To the maximum extent permitted by law, LogicGate’s total liability arising from or related to any Trial Services or Beta Offerings shall not exceed one thousand dollars ($1,000). Customer remains solely responsible for any misuse, unauthorized use, or breach involving Trial Services or Beta Offerings, as well as for any indemnification obligations under this Agreement.

5. Intellectual Property

5.1. LogicGate Technology. Customer acknowledges that LogicGate and its licensors retain all right, title, and interest in and to the LogicGate Technology, including all associated intellectual property rights (such as patents, copyrights, trademarks, and trade secrets). Except for the limited rights expressly granted under this Agreement, no right, title or interest in any LogicGate Technology is granted to Customer. LogicGate may freely use any feedback, suggestions, or recommendations provided by Customer or its Users for the improvement or development of its products and services, without restriction or compensation.

5.2. Usage Data. Notwithstanding anything else in this Agreement, LogicGate may collect and use Usage Data to develop, operate, support, and improve its offerings. LogicGate will not share Usage Data that includes Customer’s Confidential Information with third parties unless: (a) permitted under Section 6 (Confidentiality), or (b) the data is aggregated and anonymized so Customer and its Users are not identifiable.

5.3. Customer Reference. LogicGate may identify Customer as a customer and may use Customer’s name, logo, and trademarks in its website, presentations, and marketing materials for promotional purposes. Upon Customer’s written request, LogicGate will promptly remove such references from its website and, where commercially reasonable, from existing marketing collateral.

6. Confidentiality

Each party, as the receiving party, agrees to protect the Confidential Information of the other party, as the disclosing party, using the same degree of care it uses to protect its own Confidential Information of similar sensitivity, and no less than reasonable care. The receiving party will use Confidential Information solely to fulfill its obligations under this agreement and will limit access to those of its and its affiliates’ employees and contractors who need the information for that purpose and are bound by written confidentiality obligations that are no less protective than the terms of this agreement. If the receiving party is required by law, regulation, or court order to disclose confidential information, it will, to the extent legally permitted, provide prompt written notice to the disclosing party and reasonably cooperate in seeking protective treatment. The receiving party acknowledges that any unauthorized use or disclosure may cause irreparable harm for which monetary damages may be inadequate. In such cases, the disclosing party may seek equitable relief, including injunctive relief, in addition to all other available remedies. Confidential Information does not include information that is or becomes publicly available without breach of this agreement, was known to the receiving party without restriction prior to disclosure, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party without breach of any obligation.

7. Term and Termination

7.1. Term. This Agreement begins on the Effective Date and continues until terminated as provided herein. If no Order Form is in effect, either party may terminate this Agreement upon written notice. Each Order Form will terminate at the end of its Subscription Term unless otherwise stated.

7.2. Termination for Cause. Either party may terminate this Agreement (including all active Order Forms) if the other party: (i) fails to cure a material breach (including non-payment) within thirty (30) days after receiving written notice; (ii) ceases operations without a successor; or (iii) files for or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days (unless prohibited by law). Termination does not waive other available legal or contractual remedies. If Customer terminates under Section 7.2(i), LogicGate will refund any prepaid, unused Fees for Services.

7.3. Effect of Termination; Data Retrieval. Upon termination or expiration of this Agreement, Customer may request continued access to the Services for up to thirty (30) days solely to retrieve its Customer Data (the “Retrieval Period”), by providing written notice to LogicGate. During the Retrieval Period, the terms of this Agreement will remain in effect solely to facilitate data retrieval. After the Retrieval Period, LogicGate shall have no obligation to retain or provide access to Customer Data and may permanently delete it. Customer must cease all use of the Services and promptly delete all LogicGate Confidential Information, Documentation, and access credentials, as applicable. Termination of the Agreement does not relieve Customer of its obligation to pay any fees accrued prior to the effective date of termination.

7.4. Survival. The following sections survive termination or expiration: 1.4 (General Restrictions), 3.1 (Fees), 3.4 (Taxes), 5 (Intellectual Property), 6 (Confidentiality), 7 (Term and Termination), 8.3 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitations), 13 (General Terms), and 14 (Definitions).

7.5. Suspension. LogicGate may suspend Customer’s access to the Services if: (i) any Fees are more than thirty (30) days overdue and not subject to a good-faith dispute; (ii) Customer breaches the usage restrictions set forth in Section 1.4 or the use obligations in Section 2.2; (iii) such suspension is necessary to prevent material harm to LogicGate, the Services, or other customers, including in response to security threats or attacks; or (iv) suspension is required by applicable law or by a governmental authority.

8. Warranties

8.1. Services and Professional Services Warranty. LogicGate warrants that during the applicable Subscription Term, the Services will perform materially in accordance with the applicable Documentation provided to Customer, and that any Professional Services and Deliverables will be performed in a professional and workmanlike manner in accordance with the applicable Statement of Work. For any breach of this warranty, LogicGate will use commercially reasonable efforts to correct the non-conformity or re-perform the affected Professional Services. This warranty does not apply to any non-conformity resulting from: (i) Customer’s use of the Services or Deliverables in violation of the Agreement or not in accordance with the Documentation; (ii) modifications not made by LogicGate; (iii) third-party products, services, or integrations; or (iv) Customer’s systems, hardware, or network. Customer’s exclusive remedies for any breach of this warranty are those described in Section 7.2(i) and, for Professional Services, re-performance as described above.

8.2. Limited Warranty. LogicGate warrants that during the applicable Subscription Term, the Services will perform materially in accordance with the applicable documentation when used as intended and in compliance with this Agreement. This limited warranty does not apply to any non-conformity resulting from Customer misuse, configuration choices, data or inputs, unauthorized modifications, third-party integrations or services, or changes in applicable laws, regulations, or frameworks. Customer’s sole and exclusive remedy, and LogicGate’s entire liability, for any breach of this limited warranty shall be for Customer to terminate the affected Services in accordance with this Agreement. LogicGate may, in its discretion, attempt to correct the non-conformity.

8.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, INCLUDING ALL SOFTWARE, SERVER AND NETWORK COMPONENTS, AI OUTPUTS, REPORTS, INFORMATION, AND ANY OTHER MATERIALS OR ADVICE PROVIDED THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOGICGATE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED AS TOOLS ONLY AND THAT LOGICGATE DOES NOT PROVIDE LEGAL, REGULATORY, COMPLIANCE, OR PROFESSIONAL ADVICE AND DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS, REGULATIONS, STANDARDS, OR FRAMEWORKS. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS COMPLIANCE OBLIGATIONS AND RELATED DECISIONS.

8.4. Mutual Warranty. Each party represents and warrants that it has validly entered into this Agreement and has the legal authority to do so. LogicGate warrants that during the applicable Subscription Term, the Services will perform in all material respects in accordance with the applicable documentation, when used in compliance with this Agreement.

9. Support and Availability

During the Subscription Term, LogicGate will provide support in accordance with the support level and terms set forth in the applicable Order Form and LogicGate’s then-current Support Policy.

10. Professional Services

10.1. Provision of Services. LogicGate will perform the Professional Services described in each applicable Statement of Work (“SOW”) in accordance with this Agreement.

10.2. Customer Cooperation. Customer acknowledges that timely access to necessary Customer Data, Customer Materials, systems, and personnel is essential for LogicGate’s delivery of Professional Services. Customer agree to provide such access and reasonable cooperation. LogicGate is not responsible for delays or deficiencies resulting from Customer’s failure to fulfill these obligations.

10.3. Customer Materials. Customer grants LogicGate a limited right to use, including the right to copy, reproduce, distribute, or display within the Services, Customer Materials solely for the purpose of providing Professional Services. Customer retains all ownership rights, including intellectual property rights, in such materials. Customer Materials that are Confidential Information remain subject to Section 6 (Confidentiality). Customer represents and warrants that it has sufficient rights to provide the Customer Materials and that such use will not infringe any third-party rights.

10.4. License to Deliverables. Deliverables provided under the Professional Services (e.g., configuration guidance or documentation) form part of the LogicGate Technology and may be reused by LogicGate in its ordinary business. Subject to this Agreement, including Section 1.4 (General Restrictions), Customer receives a limited, non-exclusive, royalty-free, non-transferable license to use such Deliverables internally, solely in connection with its active use of the LogicGate Services. Any additional use terms in an SOW apply to the Deliverables covered by that SOW.

10.5. Changes and Subcontracting. Customer may request changes to an SOW in writing. LogicGate will inform Customer if such changes impact scope, timing, or pricing. No changes are binding unless documented in a mutually executed Change Order. LogicGate may use subcontractors to provide Professional Services but remains responsible for their performance. Customer remains responsible for any associated LogicGate Services fees incurred during the delivery of Professional Services.

11. Indemnification

11.1. Indemnification by LogicGate. Subject to the terms herein, LogicGate will defend Customer against any action, proceeding, claim or suit (“Claim”) made or brought against Customer by a third party alleging that the Services infringe or misappropriate a patent, copyright or trade secret of the third party and will indemnify Customer against the applicable final judgments awarded (or a settlement approved by LogicGate) against Customer in connection with such Claim. If Customer’s use of the Services or Deliverable becomes, or in LogicGate’s opinion is likely to become, subject to such a claim, LogicGate may, at its option: (a) replace or modify the Services or Deliverable with a functionally equivalent alternative; (b) obtain a license for Customer to continue using it; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form or SOW and refund any prepaid, unused Fees. LogicGate’s indemnity obligation does not apply to claims arising from: (1) modifications made by anyone other than LogicGate, or based on Customer’s specifications; (2) use in combination with non-LogicGate products or services; (3) use in violation of this Agreement; or (4) Customer Data, AI Customer Input, AI Outputs (to the extent derived from or based on Customer Data or AI Customer Input), Customer Materials, or third-party materials not provided by LogicGate. This Section states Customer’s exclusive remedy for third-party IP claims.

11.2. Indemnification by Customer. Customer will defend LogicGate against any third-party claim arising from or related to: (a) the infringement or misappropriation of a patent, copyright, or trade secret, to the extent based on Customer Data, AI Customer Input, AI Outputs derived from Customer Data or AI Customer Input, or Customer Materials; or (b) Customer’s use of the LogicGate Services in violation of applicable law or in breach of this Agreement. Customer will indemnify LogicGate for any damages and costs awarded against LogicGate or agreed to in settlement in connection with such claims.

11.3. Indemnification Procedures. To receive indemnification, the indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) allow the indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable cooperation, at the indemnifying party’s expense. Failure to promptly notify will not relieve the indemnifying party of its obligations, except to the extent it is materially prejudiced by the delay. The indemnifying party may not settle any claim that imposes obligations or admissions on the indemnified party without its prior written consent (not to be unreasonably withheld). Indemnification does not apply if the indemnified party settles or admits liability without the indemnifying party’s prior written consent. Failure to promptly notify will not relieve the indemnifying party of its obligations, except to the extent it is materially prejudiced by the delay. The indemnifying party may not settle any claim that imposes obligations or admissions on the indemnified party without its prior written consent (not to be unreasonably withheld).

12. Limitation of Remedies and Damages

EXCEPT FOR “EXCLUDED CLAIMS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT:

12.1. Neither party, nor its Affiliates, will be liable to the other party or its Affiliates for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of use, lost profits, loss or inaccuracy of Customer Data or AI Outputs, business interruption, or costs of delay, even if advised of the possibility of such damages in advance.

12.2. Except for payment obligations owed by Customer under the Agreement, and subject to subsection 12.3, each party’s and its Affiliates’ total aggregate liability for all claims under this Agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid or payable by Customer to LogicGate under the applicable Order Form(s) or SOW in the twelve (12) months preceding the event giving rise to the claim (“General Liability Cap”).

12.3. For any claim arising from breach of data protection obligations or unauthorized access to Customer Data where LogicGate is responsible (“Data Protection Claims”), the total aggregate liability of LogicGate (and its Affiliates) will not exceed two (2) times the total fees paid or payable by Customer to LogicGate in the twelve (12) months prior to the event giving rise to the claim (“Data Protection Claims Cap”).

12.4. In no event will a party (or its Affiliates) be liable under both the General Liability Cap and the Data Protection Claims Cap for the same event. These caps are not cumulative; if a claim falls under both, the Data Protection Claims Cap shall apply.

12.5. These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), and even if any limited remedy in this Agreement is found to have failed its essential purpose.

12.6. The monetary caps in this Section apply on a cumulative and aggregated basis across this Agreement and all agreements between LogicGate and Customer or Customer’s Affiliates relating to the use of LogicGate Services.

13. General Terms

13.1. Assignment. Neither Party may assign or transfer this MSA, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this MSA without such consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In either case, the assigning Party must provide prompt written notice to the other Party, and the assignee must agree in writing to assume and perform all obligations under this MSA. Subject to the foregoing, this MSA shall be binding upon, and shall inure to the benefit of, the Parties and their respective permitted successors and assigns.

13.2. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted to best accomplish the original provision’s intent to the fullest extent permitted by law, and the remaining provisions will remain in effect.

13.3. Entire Agreement; Order of Precedence; Amendments. This Master Services Agreement (“MSA”), together with any applicable Order Form and any order or ordering document entered into through an authorized reseller that references this MSA, and all documents incorporated herein by reference, constitutes the entire agreement between LogicGate and Customer and supersedes all prior or contemporaneous agreements, negotiations, or understandings regarding its subject matter. In the event of a conflict between this Agreement and any Order Form, Statement of Work, or Hosted Services Addendum issued by LogicGate and executed by the parties, the order of precedence shall be: (1) the Hosted Services Addendum (if applicable), (2) the Order Form, (3) the Statement of Work, and (4) this Agreement. Any amendment or modification to this MSA must be in writing and signed by authorized representatives of both Parties.

13.4. Federal Government End Use. If Customer is a U.S. federal government department or agency, or is purchasing the Services on behalf of such department or agency, the Services is provided as a “Commercial Product” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Services is licensed to the U.S. Government with only those rights set forth in this Agreement. If Customer is acting as a prime contractor, reseller, or other intermediary in providing the Services to a U.S. federal government end user, Customer shall include the substance of this clause in all subcontracts, purchase orders, or other agreements for the Services, and shall ensure that such terms are binding on the U.S. government end user.

13.5. Governing Law. This MSA will be interpreted, construed, and enforced in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any choice-of-law or conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For Customers established outside the United States, this MSA shall be governed by (i) the laws of England and Wales or (ii) if Customer is established in the European Economic Area, the laws of Ireland, in each case without regard to conflict-of-law principles.

13.6. Dispute Resolution

United States Customers. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including its existence, validity, interpretation, performance, or termination, shall be finally resolved by binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) under its Commercial Arbitration Rules & Procedures by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties or, failing agreement, appointed by JAMS. The arbitrator shall have no authority to award punitive or exemplary damages. The seat of arbitration shall be Chicago, Illinois, and the arbitration shall be conducted in Chicago, Illinois. Judgment on the award may be entered in any court of competent jurisdiction consistent with Section 13.6(c).
Customers Established Outside the United States. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, or termination, shall be finally resolved by binding arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with its rules. The seat of arbitration shall be London, England, except that if Customer is established in the European Economic Area, the seat shall be Dublin, Ireland. The arbitration shall be conducted by one (1) arbitrator in the English language.
Court Proceedings; Jurisdiction. Except as otherwise provided in this Section 13.6, the parties agree that any court proceedings permitted under this Agreement shall be brought exclusively (i) for Customers established in the United States, in the state or federal courts located in Cook County, Illinois, and (ii) for Customers established outside the United States, in the courts of the seat of arbitration. Each party irrevocably consents to the personal jurisdiction and venue of such courts for these purposes.
Equitable Relief; Service of Process. Either party may seek injunctive or equitable relief in a court of competent jurisdiction consistent with Section 13.6(c) without first engaging in arbitration. Service of process for any action, proceeding, or arbitration arising out of or relating to this Agreement may be made by any method permitted under applicable law, including internationally recognized courier or electronic mail to the applicable notice address.

13.7. Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this MSA, except as expressly stated herein.

13.8. Notices. All notices provided by LogicGate to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the mailing address provided by Customer on the Order Form; or (b) by electronic mail to the email address associated with Customer’s account owner. Customer must give notice to LogicGate in writing by Courier or U.S. mail to 320 W Ohio St, Ste. 600W, Chicago, IL 60654, Attn: Legal Department and by email to [email protected]. All notices shall be deemed effective upon delivery by electronic mail; or, if otherwise delivered, upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier, as permitted above.

13.9. Export Compliance. The Services are subject to U.S. export control and sanctions laws, including those enforced by the U.S. Department of the Treasury’s OFAC. Customer may not use or provide access to the Services in any prohibited country, territory, or to any prohibited party (“Prohibited Jurisdiction”). Customer represents it is not in or from a Prohibited Jurisdiction, is not on any U.S. restricted list, will not enable prohibited use, and will comply with all applicable export and sanctions laws.

13.10. Anti-Corruption. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any LogicGate employee or agent in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If Customer learns of any violation of this section, it will use reasonable efforts to promptly notify LogicGate at [email protected].

13.11. Third-Party Products. Customer may, at its sole discretion and risk, enable integrations between the Services and third-party products, applications, or services (“Third-Party Products”). Use of Third-Party Products is governed solely by their respective terms and privacy policies. LogicGate does not control, support, maintain, or guarantee continued compatibility with any Third-Party Products, makes no representations or warranties regarding them, and disclaims all liability arising from their use. Customer is solely responsible for assessing the security, privacy, and compliance of any Third-Party Products and waives any claims against LogicGate related to the enablement or use of such integrations.

13.12. Change in Use Following Acquisition or Merger. If Customer acquires, merges with, or is otherwise combined with another entity, and such transaction results in a material increase in overall use of the Services, LogicGate shall have the right to adjust the Fees to reflect the increased usage. Such adjustment may be made effective as of the date the increased usage commenced, and Customer shall pay the adjusted Fees upon invoice. Customer shall promptly notify LogicGate in writing of any such transaction and resulting usage increase.

13.13. Force Majeure. Except with respect to Customer’s payment obligations, neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.

13.14. Waiver. A Party’s failure to enforce any provision of this MSA shall not be deemed a waiver of future enforcement of that or any other provision.

14. Definitions

“Acceptable Use Policy” or “AUP” means LogicGate’s acceptable use policy, made available at https://www.logicgate.com/acceptable-use-policy/.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
“Agreement” means this Master Services Agreement, any Order Form(s) and any other ordering or transaction document that references or results in access to the Services, and all documents incorporated by reference into any of the foregoing (including the DPA, AUP, Security Addendum, and any other addenda or policies referenced herein or in an Order Form).
“AI Customer Input” means Customer Data submitted to or processed through an AI Feature for the purpose of generating an AI Output.
“AI Feature” means any feature or functionality of the Services that incorporates or leverages AI Technology to generate content, provide analyses or recommendations, classify information, or produce other outputs based on Customer Data or Usage Data.
“AI Technology” means artificial intelligence, machine learning models, large language models, statistical learning systems, or related computational techniques or systems that analyze data, recognize patterns, generate content, provide recommendations, classify information, or produce other outputs, in each case to the extent incorporated into and made available through the Services.
“AI Output” means any content, analysis, recommendation, classification, or other output generated by an AI Feature in response to AI Customer Input.
“API” means LogicGate’s application programming interface for the Services, as described in the Documentation available at https://docs.logicgate.com/v2/index.html#risk-cloud-api (the “API Documentation”).
“BAA” means a business associate agreement governing the parties’ respective obligations with respect to any HIPAA Data processed by Customer in the Services in accordance with the terms of this Agreement.
“Beta Offerings” means LogicGate products, features, or services not yet generally available, labeled as “beta,” “preview,” “pilot,” or similar.
“Change Order” means a change order or amendment to an SOW that is agreed to and signed in writing by both parties with respect to any Professional Services to be performed hereunder.
“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data will be deemed Confidential Information of Customer without any marking or further designation. All LogicGate Technology and the terms and conditions of this Agreement will be deemed Confidential Information of LogicGate without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party.
“Contractor” means Customer’s and its Affiliates’ independent contractors and consultants.
“Customer Data” means any data, information, or content submitted to the Services by or on behalf of Customer, but excludes Usage Data, AI Outputs, and aggregated or de-identified data created by LogicGate.
“Customer Materials” means any materials provided to LogicGate in connection with Professional Services.
“Data Switching Addendum” means the EU Data Switching Addendum made available by LogicGate at https://www.logicgate.com/logicgate-data-switching-addendum and which LogicGate may update from time to time.
“Data Protection Claims” means any claims arising from a party’s breach of Section 2.4 (Data Privacy), Section 2.5 (Security), Section 6 (Confidentiality), and/or the BAA (if any), where such breach results in the unauthorized disclosure of Customer Data, or breach of Section 2.2 (Use Obligations).
“Data Protection Claims Cap” is defined in Section 12 (Limitation of Remedies and Damages).
“Deliverables” means any guides, configurations, workflows, integrations, or other work product that LogicGate provides to Customer in connection with Professional Services, excluding any underlying platform software, proprietary tools, templates, or methodologies used by LogicGate to develop such Deliverables.
“Disclosing Party” is defined in Section 6 (Confidentiality).
“Documentation” means the technical documentation, user manuals, and usage guides provided by LogicGate and expressly designated as applicable to the Services.
“DORA” means Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 “December 2022 on digital operational resilience for the financial sector (colloquially known as the Digital and Operational Resilience Act) and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted from time to time;
“DORA Addendum” means the LogicGate DORA Addendum, made available at https://www.logicgate.com/dora-addendum and which LogicGate may update from time to time.
“DPA” means the Data Processing Addendum made available by LogicGate at https://www.logicgate.com/data-processing-addendum.
“Excluded Claims” means obligations and claims based on: (a) a party’s breach of its obligations in Section 6 (Confidentiality) (excluding claims relating to Customer Data), (b) either party’s obligations under Section 11 (Indemnification), and/or (c) liability which, by law, cannot be limited (e.g., gross negligence, willful misconduct).
“EU Data Act” means the European Union’s Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828.
“Fees” means the fees payable by Customer to LogicGate for the applicable LogicGate Offerings.
“General Liability Cap” is defined in Section 12 (Limitation of Remedies and Damages).
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
“HIPAA Data” means any protected health information regulated by HIPAA or similar laws.
“LogicGate” means (i) LogicGate, Inc., a Delaware corporation with its principal place of business at 320 W. Ohio St., Suite 600W, Chicago, Illinois 60654, or (ii) LogicGate UK Ltd. (company number 13885154), whose registered office is at 6th Floor, One London Wall, London, United Kingdom, EC2Y 5EB.
“LogicGate Offering(s)” means the Services, Professional Services (including Deliverables), and any related support or ancillary services.
“LogicGate Technology” means the Services, Documentation, Deliverables, and all related and underlying technology or documentation in any LogicGate Offerings.
“Order Form” means a LogicGate ordering document, statement of work, or similar agreement (including an order placed through an authorized LogicGate reseller) governed by this Agreement that sets forth the LogicGate Offerings purchased by Customer.
“Payment Dispute” means Customer’s reasonable and good faith dispute over the applicability of certain charges that have not yet been paid, which Customer is cooperating to resolve.
“Professional Services” means consulting, configuration, or professional services provided by LogicGate to Customer under an Order Form or SOW.
“Receiving Party” is defined in Section 6 (Confidentiality).
“Reseller” means a LogicGate-authorized distributor, referral partner, or reseller selling LogicGate Offerings.
“Security Addendum” means the LogicGate Security Addendum, made available at https://www.logicgate.com/information-security-measures.
“Services” mean the generally available LogicGate software-as-a-service offering hosted by or on behalf of LogicGate and ordered by or for Customer under an Order Form.
“SOW” or “Statement of Work” means a mutually agreed statement of work under this Agreement for Professional Services.
“Subscription Term” means the time period during which Customer is authorized to access the applicable LogicGate Offering(s), as stated in the Order Form.
“Support Policy” means the LogicGate Support Policy and SLA, available at https://www.logicgate.com/customer-support-policy.
“Taxes” means applicable taxes excluding taxes on LogicGate’s income, property, or personnel.
“Usage Data” means data related to Customer’s use of the Service, including logs and metadata.
“User” means individuals granted access to the Service by or on behalf of Customer, including employees, contractors, and Affiliates.
“VAT/GST Registration Number” means the registration number of the location where Customer is legally registered and services are used.