Software as a Service Agreement
The present Software as a Service Agreement (the “Agreement”) is entered into and effective as of the PRESENT DATE (the “Effective Date”).
BETWEEN: LOGNOSTICS LLC, a limited liability company with its offices located at 3400 Cottage Way, Suite G2 #1017, city of Sacramento, State of California 95825 (the “Company”)
You as an individual and on your own behalf OR the entity or company you are duly authorized to represent and bind (the “Licensee”)
The Company and the Licensee are collectively referred to as the “Parties”, and each, individually referred to as a “Party”
- The Company has solely developed a software that serves as a security tool and that provides data analysis for Salesforce. The software is proprietary to the Company and has not been developed in conjunction with Salesforce, nor is the software owned or licensed by Salesforce.
- The Company’s proprietary software (hereinafter referred to as the “Software”) is a business-to-business tool that tracks user activity, changes, licensing, and provides analytics regarding the data collected.
- The Licensee wishes to obtain a license to use the Software, and the Company wishes to grant the Client a license to use the Software in accordance with the terms set forth in this Agreement.
IN CONSIDERATION OF THE ABOVE, THE PARTIES AGREE AS FOLLOWS:
1. License to the Software
Subject to the terms and conditions set forth in this Agreement, the Company shall grant the Licensee a limited, non-transferable, non-sublicensable and exclusive license to the Software during the term of this Agreement.
The Company reserves its right to amend or modify the descriptions of the Software in whole or in part, at any time, at the Company’s discretion or upon request by the Licensee. Any amendment or modification to the descriptions of the Software shall be effective immediately upon the Company’s notification of such amendment or modification to the Licensee.
The Licensee acknowledges and understands that the Company may create, develop or otherwise produce tools in addition to the Software (the “Additional Tools”). Unless otherwise specified by the Company, the Additional Tools shall be deemed to be included in the description of the Software and shall be governed by the terms of this Agreement. If the Additional Tools are not deemed part of the Software or as included in the description of the Software, the Parties shall enter into a new and separate agreement with respect to the Additional Tools.
2. Purpose of the License
The license to the Software shall be granted to the Licensee by the Company for the Licensee’s internal use and sole benefit.
The Licensee’s user count and authorized number of users shall be validated by the Company upon the Licensee’s registration via API. As such, the Licensee and its authorized users may use, execute, display, and run the Software for internal noncommercial purposes. The Software may be only used by the Licensee and its authorized users and may not be used by any other person, whether or not such person is employed by or otherwise associated with the Licensee.
The Licensee shall be responsible for ensuring that all its authorized users comply with the obligations and restrictions set forth in this Agreement. The Licensee shall assume all responsibility and liability for, and shall fully indemnify the Company for the use of the Software, and for any breach of this Agreement by the Licensee or any of its authorized users.
3. Restrictions Applicable to the Licensee
During the term of this Agreement and at all times thereafter, the Licensee shall not:
- copy, edit, modify, adapt, reproduce, distribute, transfer, sell, lease, sublicense, assign or otherwise transfer the Software, or any component thereof;
- prepare any derivative work based upon the Software or any component thereof;
- reverse engineer, modify, disassemble, or decompile the Software or any component thereof, or attempt to discover the source code of the Software or any component thereof;
- remove, obscure or alter any notice of intellectual property rights present on or in the Software or any component thereof;
- use the Software or any component thereof for any purpose that is unlawful or contrary to this Agreement;
- upload, distribute or otherwise transmit any corrupt files, viruses or harmful components that may damage the Software or any component thereof;
- scan or test the vulnerability of any security mechanism connected to the Software or any component thereof;
- engage in any action that creates or imposes a disproportionately large load on the servers or networks connected to the Software or any component thereof; and
- use the Software in a way that may give rise to liability of any nature.
4. Ownership of the Software
The Company and its licensors shall, at all times, retain full ownership, title and interest to and in the Software. The rights granted by the Company to the Licensee in and to the Software shall limited only to the licensing rights expressly set out in this Agreement. The Licensee shall in no way own the Software in full or in part.
Unless expressly authorized by the Company, the Software license shall not entitle the Licensee to alter, enhance or improve the Software.
Any improvements made by the Licensee to the Software shall be deemed to be solely owned by the Company. The Licensee waives all rights in connection to any improvements of any nature to the Software. For avoidance of doubt, any data that is input to the Software by the Licensee or generated by the Software for the Licensee shall not be deemed an improvement to the Software.
5. Licensing Fees
At the time of the execution of this Agreement, the Company shall provide the Software license at no charge to the Licensee.
The Company reserves its right to charge licensing fees for the Software in the future by providing a written notice to this effect. The Company intends on charging a monthly licensing fee for the Software license. The Licensee hereby agrees to pay such licensing fee if and when it becomes due and payable to the Company in exchange for the Software license granted.
6. Licensee Data
The Software shall provide data analysis for Salesforce. The Licensee’s data that is collected and generated by the Software may be locally stored on the Licensee’s server. The Licensee acknowledges that the Company shall have access the Licensee’s data for training, troubleshooting or to provide the Licensee with technical support.
The Company shall not be responsible for backing up the data generated by the Software for the Licensee. The Licensee shall be responsible for downloading a copy of its data as generated by the Software on a regular basis and for maintaining its security.
The Licensee shall waives any claim or cause of action it may have against the Company in relation to the Licensee’s data. This waiver by the Licensee in favor of the Company shall include the waiver of the Licensee’s rights in connection with any loss of or unlawful access to the Licensee’s data, however caused.
7. Licensee’s Obligations
The Licensee shall ensure that performance of its obligations under this Agreement shall comply with all applicable foreign, federal, state and local statutes, orders and regulations. Without limiting the generality of the foregoing, the Licensee shall ensure that it remains compliant with all export control requirements in the United States.
The Licensee shall ensure that it meets the minimum server, system and other requirements provided by the Company to install, execute, use and run the Software safely.
The Licensee shall ensure that the media used to install, execute, use and run the Software shall contain no viruses or other harmful that may interfere with the Software or cause damage to the Software or any component thereof.
The licensee shall be responsible for implementing, maintaining, and updating all necessary and proper procedures for safeguarding against computer infection, viruses, Trojan horses, and harmful components.
The Licensee shall promptly pay all third party charges incurred in connection with the Software.
8. Warranties and Representations
Each Party warrants and represents that it has the full right and authority to enter into this Agreement and to perform the obligations specified therein. Each Party warrants and represents that it has no agreements, relationships or commitments that conflict with the provisions of this Agreement.
The Company warrants and represents the Company has the right to grant the license contemplated in this Agreement and that the Company has not assigned, licensed or otherwise conveyed the sole and exclusive rights detailed in Section 1 that would conflict with the license granted.
9. Confidential Information
The Licensee shall safeguard the Company’s Confidential Information from unauthorized use or disclosure, using efforts that, at a minimum, are no less than a reasonable degree of care. “Confidential Information” shall refer to any information which: (a) is identified or being treated as confidential by the Company; (b) would be considered confidential by a person exercising reasonable business judgment; (c) includes this Agreement and any documents referenced in this Agreement; and (d) includes trade secrets, source codes, software components and other data.
The Licensee shall not use the Company’s Confidential Information for any purpose other than to exercise or perform the obligations set forth in this Agreement. Any disclosure of the Company’s Confidential Information by the Licensee in violation of this Agreement may cause the Company irreparable harm. Further, any breach or threatened breach by the Licensee shall entitle the Company to seek injunctive relief, in addition to any other legal or equitable remedies available to the Company.
10. Term and Termination of this Agreement
This Agreement shall be effective as of the Effective Date and shall remain in force until terminated in accordance with the terms of this Agreement.
The Company may immediately terminate this Agreement upon written notice to the Licensee in the event of a breach of this Agreement by the Licensee.
In addition, either Party may terminate this Agreement if the other Party: (a) ceases operation without a successor; (b) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or if any such proceeding is instituted against such Party; or (c) commits an act of negligence, willful misconduct or fraud.
The Licensee may terminate this Agreement for convenience at any time upon providing thirty (30) days written notice to the Company.
Upon termination of this Agreement, the license to the Software granted to the Licensee shall immediately cease. The Licensee shall be responsible for paying the Company any charges and fees payable and outstanding in connection with the Software. Further, all provisions, which by their nature are ongoing, shall survive the termination of this Agreement, and such provisions shall include confidentiality, limitation of liability, disclaimers and exclusions of liability and indemnification.
11. Limitation of Liability
The Company shall not be liable to the Licensee for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind, whether based in contract, tort (including negligence), strict product liability, or otherwise, even if the Company has been advised of the possibility of such damages.
To the fullest extent permitted by law, the Company’s aggregate liability under this Agreement shall not exceed the license fees paid by the Licensee in the twelve (12) months prior to the event giving rise to the Company’s liability.
12. Disclaimers and Exclusions of Liability
The Licensee acknowledges and agrees that the Software and the license to the Software are provided “as is” and as available. The Company hereby disclaims all warranties in connection with the Software, whether express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
Without limiting the generality of the foregoing, the Company does not warrant that the Software is provided without error, omission or immaterial interruption.
The Company further provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software performed by a third party, unless specifically authorized by the Company; (b) the use of the Software in conjunction with any operating system, hardware or software not approved expressly by the Company or in this Agreement; and (c) any interruptions in connection with the Software, including but not limited to power outages, system failures.
The Licensee expressly acknowledges that the Software is for reference purposes only. The Software generates information based on data inputs. As a result, the Company disclaims any liability related to or connected to losses that may arise from incomplete, mistaken, or faulty data inputs to the Software.
The Licensee agrees that its usage of the Software is at the Licensee’s sole risk and expense. The Company disclaims all liability, however so arising, from any claim connected to the Licensee’s reliance on the Software.
The Company shall not be responsible for any hardware or Software upgrade costs incurred in connection with the Software license provided to the Licensee. The Company shall not be liable for any hardware or Software damage incurred in connection with the Software.
The Licensee acknowledges that the Company is providing the Software in reliance on the limitations and exclusions of liability and the disclaimers set forth in this Agreement. Such disclaimers and exclusions of liability shall form the basis of this Agreement. The Licensee further agrees that the limitations and exclusions of liability and the disclaimers set forth herein shall survive the termination of this Agreement.
The Licensee shall defend, indemnify and hold harmless the Company, its officers, directors, employees, customers and agents from and against any and all third party claims, losses, liabilities, damages, expenses and arising out of:
- the Licensee’s gross negligence, willful misconduct or fraud,
- the Licensee’s breach or non-execution of any obligation set forth in this Agreement,
- the Licensee’s use of the Software, or
- any acts taken by the Licensee beyond the authority granted under this Agreement, or
- as a result of any breach by the Licensee of any representation made under this
14. General Provisions
All notices, consents, waivers, and other communications under this Agreement shall be prepared in writing, and shall be delivered by registered mail or by email with confirmation of receipt option to the Parties at their respective addresses set out in the cover page or to any other address that a Party subsequently indicates.
Unless otherwise specified, any amendment to this Agreement shall be made in writing and signed by both Parties to be valid and binding.
This Agreement shall be binding upon the Parties, and their respective successors, assigns, heirs, and legal representatives.
The Company shall not be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement.
To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
Neither Party may assign this Agreement. Notwithstanding the foregoing, the Company may assign this Agreement, in whole or in part, in connection with the sale, merger or other corporate combination involving all or substantially all of the assets of the assigning party to a third party provided that the assignee assumes all of the Company’s obligations and liabilities hereunder.
This Agreement shall be governed and construed in accordance with the laws of the State of California and the applicable laws of the United States. In the event of any dispute arising out of or relating to this Agreement, the Parties shall use reasonable efforts to settle the dispute by amicable negotiations. If the dispute is not settled through negotiation, the Parties agree to submit to the jurisdiction of the competent courts in the State of California. The Licensee hereby irrevocably consents and submits to the jurisdiction of such courts, however, the Company shall reserve its right to institute proceedings in another jurisdiction if the Company deems it preferable to do so.
If any provision of this Agreement is held to be invalid or unenforceable by law or by a competent authority, the provision in question shall be severed from the Agreement. The remaining provisions of this Agreement shall remain unaffected, valid and enforceable.
This Agreement may be signed in two counterparts and/or using electronic means, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.
TERMS OF ACCEPTANCE AND SIGNATURE
The Licensee confirms having read the above Software as a Service Agreement and agrees to be bound its terms and conditions. The Licensee hereby confirms its assent to the terms of the above Software as a Service Agreement by checking the box below.