LogicBlox Software License Agreement (Academic/Research/Non-Commercial Use)

This License Agreement (the “Agreement”) is a legal contract between you and Infor (US), Inc. (“Infor”) with respect to the research/non-commercial use license of the LogicBlox software platform and documentation (collectively, the “Product”).

Infor is willing to license the Product to you only if you accept the terms and conditions of this Agreement. By copying, downloading, accessing or otherwise using the Product, you automatically agree to be bound by the terms of this Agreement.

IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT COPY, DOWNLOAD, ACCESS OR OTHERWISE USE THE PRODUCT.

1. LICENSE TO USE: Infor hereby grants you a personal, non-exclusive, non-transferable, limited license to use the Product solely for internal, non-commercial use. Examples of non-commercial uses include academic research, personal experimentation, or teaching and educational purposes.

2. RESTRICTIONS: You agree that you shall not, and shall not authorize any third party to:

(a) use the Product or any part thereof for any commercial or for-profit 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, to any third party; (d) make copies of the Product, except for a single backup copy, and any such copy together with the original must be kept in your possession or control; (e) remove any copyright or other notices from the Product; or (f) use, without its express permission, the name of Infor.

3. PUBLICATIONS AND PRESENTATIONS: You agree to inform Infor of achievements of using the Product including, but not limited to academic reports, papers, or presentations. Infor shall have the right to disclose the given information in its website, news release or other printed or online publication. In the event you produce publications or presentations relating to research conducted using the Product, you shall make a good faith effort to contact Infor in advance of publication and ascertain that the Product’s attributes are correctly represented in the publication or presentation. In the event that you fail to receive approval from Infor regarding said use or representation of the Product, you shall not use the name of Infor, the name of the Product, or other information that identifies Infor or the Product in your publication or presentation.

4. 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 and enhancements thereof are and will remain the exclusive property of Infor or its licensors. You agree that Infor is granted, without any restrictions or limitations, a non-exclusive, perpetual, irrevocable, royalty-free, assignable and sub-licensable license, to reproduce, publicly perform or display, install, use, modify, post, distribute, make and have made, sell and transfer your modifications to and/or derivative works of the Product, for any purpose. You also agree that any feedback about the Product provided by you to us is voluntarily given, and Infor shall be free to use the feedback as it sees fit without obligation or restriction of any kind, even if the feedback is designated by you as confidential.

5. CONFIDENTIALITY: You acknowledge that the Product is and incorporates confidential and proprietary information developed and owned by, acquired by or licensed to Infor. You will take all precautions necessary to safeguard the confidentiality of the Product, and will not disclose any information about the Product to any other person without the prior written consent of Infor. You will immediately notify Infor in the event of any breach of the requirements of this provision. You will not allow the removal or defacement of any confidential or proprietary notice placed on the Product. You acknowledge that any breach of this Section 5 will cause irreparable harm to Infor and its licensors.

6. NO WARRANTIES: THIS PRODUCT IS PROVIDED TO YOU BY INFOR IN ORDER TO ALLOW YOU TO PERFORM NON-COMMERCIAL RESEARCH. THE PRODUCT IS PROVIDED TO YOU 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. INFOR DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ON A CONTINUOUS OR TROUBLE FREE BASIS.
7. LIMITATION OF LIABILITY: IN NO EVENT SHALL INFOR 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 INFOR 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. YOU AGREE 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 YOU HAVE PAID NO FEES IN RESPECT OF THE PRODUCT.

8. INDEMNITY: You will indemnify, defend and hold harmless Infor, 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 your use of, access to, discussion of, or downloading of the Product, including without limitation, any Claim relating to infringement of Infor’s intellectual property rights or the intellectual property rights of any third party.

9. SUPPORT AND MAINTENANCE: You acknowledge and agree that, unless and to the extent expressly agreed by Infor in a separate written document, the Product is provided to you without any support or maintenance from Infor and, for greater certainty, Infor shall have no obligation to provide support for, or issue any update or upgrade to, the Product.

10. TERM: This Agreement is effective until terminated. You may terminate this Agreement at any time by ceasing use of the Product and destroying or deleting any copies of the Product and by notifying Infor of your decision to terminate the Agreement. This Agreement will terminate immediately without notice from Infor if you fail to comply with any provision of this Agreement. Infor may terminate this Agreement at any time immediately upon notice to you. Upon termination of this Agreement, and in any event upon Infor delivering notice of termination to you, you shall immediately stop using the Product, purge all Product from your computer system(s), and return to Infor all copies of the Product that are in your possession or control. On any termination of this Agreement Sections 3, 4, 5, 6, 7, 8 and 11 shall survive such termination.

11. GENERAL PROVISIONS:

(a) This Agreement is governed by the laws of the State of New York, 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) You agree that no joint venture, partnership, employment, consulting or agency relationship exists between you and Infor as a result of this Agreement or your use of the Product.

(d) You agree that all rights not expressly granted to you in this Agreement are reserved by Infor.

(e) You hereby consent to your contact information and any other personally identifiable information that you provide to us being disclosed to and maintained and used by us and our business partners for the purposes of (i) managing and developing our respective businesses and operations; (ii) marketing products and services to you; and (iii) developing new and enhancing existing products. You further agree that we may provide this information to other persons as required to satisfy any legal requirements and to any person that acquires some or all of the assets of Infor. Where any of the personally identifiable information that you provide to us is in respect of individuals other than yourself (such as your staff) then you represent and warrant to us that you have obtained all necessary consents and authorizations from such individuals in order to comply with this provision.

(f) This Agreement is the entire Agreement between you and Infor relating to this subject matter. You will not contest the validity of this Agreement merely because it is in electronic form. No modification of this Agreement will be binding, unless in writing and accepted by an authorized representative of Infor. Infor may modify this Agreement from time to time in its sole discretion.

(g) 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.

(h) You may not assign this Agreement or any of your rights or obligations hereunder without the prior written consent of Infor. Infor, in its sole discretion, may assign this Agreement without notice to you.

© Copyright 2020. Infor. All rights reserved.

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