This License Agreement (the “Agreement”) is effective as of the date an individual or organization (the “Licensee”) accesses the LogicBlox REPL (the “REPL”), and is entered into by and between LogicBlox, Inc., a Delaware corporation with its principal place of business at 1349 W Peachtree St NW, Suite 1880, Atlanta, GA 30309 (“LogicBlox”) and Licensee with respect to the non-commercial, evaluation use license of the REPL and related documentation (collectively, the “Product”).
LogicBlox is willing to license the Product to Licensee only if Licensee accepts the terms and conditions of this Agreement. By copying, downloading, accessing or otherwise using the Product, Licensee automatically agrees to be bound by the terms of this Agreement.
1. LICENSE TO USE: LogicBlox hereby grants Licensee a non-exclusive, non-transferable, limited license to use the Product until notice of termination by LogicBlox (the “Evaluation Expiration Date”) solely for internal, non-commercial, evaluation uses.
2. RESTRICTIONS: Licensee agrees that it shall not, and shall not authorize any third party to: (a) Use the Product or any part thereof for any commercial purpose or any other purpose other than as permitted in Section 1; (b) modify, adapt, decompile, disassemble, translate into another computer language, create derivative works of, or otherwise reverse engineer the Product, or disclose any trade secrets or any other intellectual property relating to the Product; (c) license, sublicense, distribute, sell, lease, transfer, assign, trade, rent or publish the Product or any part thereof and/or copies thereof; (d) make copies of the Product; (e) remove any copyright or other notices from the Product; (f) use the Product for benchmarking purposes; or (g) use, without its express permission, the name of LogicBlox.
3. INTELLECTUAL PROPERTY RIGHTS: All patents, copyrights, trade secrets, service marks, trademarks and other proprietary rights in or related to the Product and any improvements, modifications or enhancements thereof, including without limitation any improvements, modifications or enhancements that are the product of feedback from Licensee, are and will remain the exclusive property of LogicBlox or its licensors.
4. CONFIDENTIALITY: Licensee acknowledges that the Product is and incorporates confidential and proprietary information developed and owned by, acquired by or licensed to LogicBlox. Licensee will take all precautions necessary to safeguard the confidentiality of the Product, and in no event apply less than a reasonable degree of care thereto, and will not disclose any information about the Product to any other person without the prior written consent of LogicBlox. Licensee further agrees not to disclose the fact of its evaluation of the Product or the results thereof to any third party without the prior written consent of LogicBlox. Licensee will immediately notify LogicBlox in the event of any breach of the requirements of this provision. Licensee will not allow the removal or defacement of any confidential or proprietary notice placed on the Product. Licensee acknowledges that any breach of this Section 4 will cause irreparable harm to LogicBlox and its licensors.
5. NO WARRANTIES: THIS PRODUCT IS PROVIDED TO LICENSEE BY LOGICBLOX IN ORDER TO ALLOW LICENSEE TO PERFORM AN EVALUATION OF THE PRODUCT AS SET FORTH IN SECTION 1 ABOVE. THE PRODUCT IS PROVIDED TO LICENSEE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. NO WARRANTY, REPRESENTATION OR CONDITION EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE SHALL APPLY. LOGICBLOX DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ON A CONTINUOUS OR TROUBLE FREE BASIS.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL LOGICBLOX BE LIABLE FOR ANY DAMAGES RELATED TO THE PRODUCT OR THIS AGREEMENT, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS OR SAVINGS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER LOGICBLOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING FROM THE PRODUCT OR THIS AGREEMENT. LICENSEE AGREES THAT THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY ARE FAIR IN LIGHT OF THE NATURE OF THE RIGHTS GRANTED HEREIN AND THE FACT THAT LICENSEE HAS PAID NO FEES IN RESPECT OF THE PRODUCT.
7. INDEMNITY: Licensee will indemnify, defend and hold harmless LogicBlox, its board of directors, employees and agents from and against any and all liability, loss, damage, action, claim or expense (including attorney’s fees and costs at trial and appellate levels) in connection with any claim, suit, action, demand or judgment (collectively, “Claim”) arising out of, connected with, resulting from, or sustained as a result of Licensee’s use of, access to, discussion of, or downloading of the Product, including without limitation, any Claim relating to infringement of LogicBlox’s intellectual property rights or the intellectual property rights of any third party.
8. SUPPORT AND MAINTENANCE: Licensee acknowledges and agrees that, unless and to the extent expressly agreed by LogicBlox in a separate written document, the Product is provided to Licensee without any support or maintenance from LogicBlox and, for greater certainty, LogicBlox shall have no obligation to provide support for, or issue any update or upgrade to, the Product.
9. TERM: This Agreement is effective until the Evaluation Expiration Date unless earlier terminated by either party. Licensee may terminate this Agreement at any time by ceasing use of the Product and destroying or deleting any copies of the Product. This Agreement will terminate immediately without notice from LogicBlox if Licensee fails to comply with any provision of this Agreement. LogicBlox may terminate this Agreement at any time immediately without notice to Licensee. Upon the earlier of the Evaluation Expiration Date, the termination of this Agreement by either party, and in any event upon LogicBlox delivering notice of termination to Licensee, Licensee shall immediately stop using the Product, purge all Product from Licensee’s computer system(s), and return to LogicBlox all copies of the Product that are in Licensee’s possession or control. On any termination of this Agreement Sections 3, 4, 5, 6, 7 and 10 shall survive such termination.
10. GENERAL PROVISIONS:
(a) This Agreement is governed by the laws of the State of Georgia, excluding any choice of law provisions.
(b) Use of the Product is prohibited in any jurisdiction that does not give effect to the terms of this Agreement.
(c) Licensee agrees that no joint venture, partnership, employment, consulting or agency relationship exists between Licensee and LogicBlox as a result of this Agreement or Licensee’s use of the Product.
(d) Licensee agrees that all rights not expressly granted to Licensee in this Agreement are reserved by LogicBlox.
(e) This Agreement is the entire Agreement between Licensee and LogicBlox relating to this subject matter. No modification of this Agreement will be binding, unless in writing and accepted by an authorized representative of LogicBlox.
(f) The provisions of this Agreement are severable in that if any provision in the Agreement is determined to be invalid or unenforceable under any controlling body of law, that will not affect the validity or enforceability of the remaining provisions of the Agreement.
(g) The failure by LogicBlox to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of such provision or right.
(h) Licensee may not assign this Agreement or any of Licensee’s rights or obligations hereunder without the prior written consent of LogicBlox. LogicBlox, in its sole discretion, may assign this Agreement without notice to Licensee.