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LogicGate Risk Cloud Trials – End User License Agreement

LogicGate Risk Cloud® Trials

End User License Agreement

  1. Grant of License. Subject to the terms of this End User License Agreement (“EULA”), LogicGate, Inc. (“LogicGate”) grants to you, (hereinafter, “User”) a limited term, worldwide, non-transferrable, non-exclusive, right and license to access and use the Risk Cloud software-as-a-service platform (the “Service”), and related documentation to conduct a proof of concept (“POC”) to evaluate the features, functionality, and performance of the Service. 
  2. Restrictions on Use. User shall not (i) use the Service in a manner which violates any applicable laws; (ii) reverse engineer, modify, decompile or otherwise attempt to obtain the source code from which any component of the Service or Risk Cloud platform is compiled; (iii) sell, resell, rent or lease the Service;  (iv) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of LogicGate; (v) use the Service, directly or indirectly, to create unauthorized derivative or competing works, products, services, features, functions, or graphics; (vi) use the Service in a manner that disrupts, interferes with, abuses, overwhelms, harms, or otherwise undermines the security, performance, availability, or integrity of the Risk Cloud platform; or (vii) use the Service to perform any benchmarking or conduct any performance or vulnerability testing  or monitoring of the Risk Cloud platform without LogicGate’s prior written approval.  For the avoidance of doubt, violation of the terms of this Section shall constitute a material breach of the Agreement, and LogicGate reserves the right to suspend or revoke User’s access to the Service if it has a reasonable belief that these terms have been, are being, or imminently will be violated by User or any unauthorized users with access to the Service, without prejudice to any further relief LogicGate may be entitled to at law or in equity
  3. Intellectual Property Rights. User acknowledges and agrees the software, workflow processes, user interface, designs and other technologies provided by LogicGate as part of the Service, and all logos and trademarks reproduced through the Service, are the proprietary property of LogicGate and its licensors (as applicable), and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with LogicGate and its licensors (as applicable).
  4. Consent to Use of Information. User hereby authorizes and consents to the collection and storage by LogicGate of any User Data.  For purposes of this Agreement, “User Data” is defined as any information entered into the Service by User, its affiliates, employees, consultants, or agents, including, but not limited to, data, audio, video, pdf files , images, messages and other files, information, and content (including, but not limited to, regulatory and/or compliance content, templates and frameworks). Notwithstanding the foregoing, User shall not provide or disclose through the Service under this EULA, and the User Data shall not include, any information or data that is personally identifiable to User (“PII”), with the exception of User’s name, User’s business email address and/or phone number.  Furthermore, User shall not provide or disclose through the Service under this EULA any User Data that includes information subject to third-party contractual requirements or other legal or regulatory requirements, or which includes sensitive or special categories of data (e.g., payment card information, social security numbers, bank account information, protected health information (“PHI”), etc.). For the avoidance of doubt, LogicGate will not use any PII obtained from User’s access to or use of the Service for any purpose other than for provision of the Service, and only in accordance with LogicGate’s Privacy Policy located at https://www.logicgate.com/privacy-policy/. 
  5. Confidential Information.Confidential Information means all non-public information disclosed by or on behalf of a party hereto (“Discloser”) to the other party hereto (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). LogicGate’s Confidential Information shall include LogicGate’s business and marketing plans, business processes, product plans and designs and other non-public technical information proprietary to LogicGate (e.g., any aspect of the Service not disclosed to the general public, the Service user interface design and layout, out-of-the box workflows/automated processes, API, source code, object code, and pricing information).  Except as otherwise provided in this Agreement or required by law, neither Party shall disclose the other Party’s Confidential Information to third parties without their consent.  Recipient must use at least the same degree of care that it uses to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care. Categories of information specifically excluded from the obligations of confidentiality and non-use under this Agreement include information that Recipient can demonstrate by competent written evidence: (i) was in the possession of Recipient prior to disclosure by Discloser; (ii) is or subsequently becomes part of the public domain through no action or inaction of Recipient; (iii) becomes known to Recipient through a third party who is not under any obligation of confidentiality to Discloser; or (iv) is developed by or for Recipient without reference to the Confidential Information.

Disclosure Required by Law. Recipient may disclose Discloser’s Confidential Information if is required to be disclosed by a valid order of a court or other governmental body having jurisdiction, provided Recipient uses best efforts to limit such disclosure and, as soon as reasonably possible, notifies Disclosure of such requirement (to the extent not prohibited by applicable law) to allow Discloser the opportunity to assert the confidential nature of the information and to seek an appropriate protective order

  1. Term and Termination. These terms and conditions shall be effective for the duration of the evaluation period. LogicGate may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded User hereunder, with or without prior notice. Furthermore, if User fails to comply with any of the terms and conditions of this Agreement, then this Agreement and the rights afforded to User hereunder shall terminate automatically, without any notice or other action by LogicGate. Upon termination of this Agreement, User shall cease all access to and use of the Service.
  2. Warranties; Disclaimer. User represents and warrants that it: (i) has all rights and authorizations necessary to upload, transmit, use, share and license the User Data in the manner that it  uploads, transmits, uses, shares or licenses the User Data, and (ii) User’s access to and use of the User Data shall at all times comply with applicable law (including laws of a foreign jurisdiction, if applicable.

EXCEPT AS SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  FOR THE AVOIDANCE OF DOUBT, LOGICGATE PROVIDES THE SERVICE “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WHILE LOGICGATE TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, LOGICGATE DOES NOT GUARANTEE THAT THE SANDBOX AND RISK CLOUD PLATFORM SERVICE CANNOT BE COMPROMISED OR THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED 

  1. Indemnification.  User shall defend, indemnify, and hold harmless LogicGate from and against any and all claims suits, or proceedings arising out of, related to or alleging that User is in breach of its representations and warranties hereunder.
  2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, OR ANY RESULTING OBLIGATIONS, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER CAUSE OF ACTION, AND EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LOGICGATE HAVE ANY MONETARY LIABILITY TO USER UNDER THIS LICENSE.