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LogicGate Risk Cloud Trials – End User License Agreement

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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.
    • Environment. LogicGate will provide Customer access to an environment preconfigured and populated with synthetic or dummy data created by LogicGate solely for demonstration and testing purposes.
  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. User Data. User acknowledges that the proof-of-concept (“POC”) environment is provided solely for demonstration and evaluation purposes and is not intended for the storage, processing, or transmission of production data or sensitive information. Accordingly, the POC environment is configured to contain only sample or dummy data provided by LogicGate. To the extent User uploads, submits, transmits, or stores any data within the POC environment, User does so at its own risk. LogicGate shall have no responsibility or liability for any User Data placed in the POC environment. For purposes of this Agreement, “User Data” means any data, audio, video, PDF files, images, messages, or other files, information, and content (including regulatory or compliance content, templates, and frameworks) uploaded by User or its affiliates, employees, consultants, or agents. User acknowledges that the POC environment is not designed to receive or process personally identifiable information or other sensitive data. Accordingly, User should not provide or disclose through the Service any information that is personally identifiable to User (“PII”), other than User’s name, business email address, and/or business phone number. User should also avoid providing or disclosing any information subject to third-party contractual restrictions, legal or regulatory obligations, or that includes sensitive or special categories of data (such as payment card information, Social Security numbers, bank account information, or protected health information (“PHI”)). 
  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 the Discloser’s 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.
  6. Term and Termination. These terms and conditions shall be effective for the duration of the evaluation period which shall be two weeks from the day User agrees to this EULA. The evaluation period may only be extended with LogicGate’s written approval. 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.
  7. Warranties; Disclaimer. THE SERVICES AND POC ENVIRONMENT ARE PROVIDED “AS IS” FOR EVALUATION PURPOSES ONLY. LOGICGATE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LOGICGATE DOES NOT WARRANT THAT THE USE OF ANY LOGICGATE OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES LOGICGATE WARRANT THAT IT WILL REVIEW THE USER DATA FOR ACCURACY.
  8. Indemnification.  User agrees to defend, indemnify, and hold harmless LogicGate and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) User’s use or misuse of the Service; (b) User’s violation of this EULA; or (c) any User Data submitted or transmitted by User through the Service.
  9. 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.
  10. General Terms.
    • Entire Agreement. This EULA constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement, at the email Agreement designated in the signature box below or to such other address that may be designated by each respective Party from time to time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    • Governing Law; Jurisdiction; Venue. This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Delaware. Each Party hereby submits to the personal jurisdiction and venue of such courts.