LogiCoy End User License Agreement

These license terms (the “LogiCoy EULA”) are an agreement between you, end user of the “LogiCoy Software” accompanying this LogiCoy EULA and LogiCoy, Inc.  (“LogiCoy”), a corporation having its United States headquarters at 2711 Casiano Road Los Angeles, California 90077. This EULA and an accompanying quote or contract (if applicable) governs your use of Software and Services (as specified below). 

1. Grant of Commercial Subscription Software License.
The License described in this section applies to LogiCoy Software identified as LogiCoy OpenESB 2.3 Enterprise or Professional Distribution. LogiCoy hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicenseable license (“Subscription License”) to use, solely for your internal business purposes (including use by your employees and contractors), for the Term of one (1) year or as specified in the Contract/Quote , and subject to the limits of use authorized for that LogiCoy Software in the Contract/ Quote (the “Limits”). During the Term of the Subscription License for LogiCoy Software, you are authorized to create as many copies of said LogiCoy Software as are strictly necessary to support the limits of use authorized. 

2. Restrictions on Distribution and Copying. 
Unless expressly authorized in writing by LogiCoy, LogiCoy Software may not be distributed to any other person or entity, and any such distribution shall be deemed a copyright infringement as well as a material breach of this LogiCoy EULA.

3. Limits Based on Production Instances. 
An “Instance” is a single installation of LogiCoy Software running on a LogiCoy Appliance or other such physical or virtual server you provide. A “Production Instance” is used to serve the primary purpose for which you have purchased the LogiCoy Software. Examples of a Production Instance include, but are not limited to, the primary system housing or handling live production data; a secondary system used for reporting purposes; an additional active system used to distribute or segregate load; and an additional system used to support a subset of an aggregate population under a population---based license. A “Non--Production Instance” is an additional installation of LogiCoy Software used to directly support one or more Production Instances. Examples of a Non---Production Instance include, but are not limited to, a system used to test or stage software configurations or interfaces prior to deployment to a Production Instance; a system used to develop interfaces, plugins, or components for use in a Production Instance; a passive standby or failover system used to provide high availability to a Production Instance; and a demo or training system used to prepare users of a Production Instance. You may make a reasonable number of copies of LogiCoy Software for use as Non---Production Instances for no additional fee with the exception of LogiCoy Appliances, which you must purchase individually for any type of use. 

4. Limits Based on Accounts.
Some LogiCoy Software is licensed based on a number of users or accounts (“Accounts”). An Account Limit represents the maximum number of Accounts allowed under the license. If at any time during the Term your use of the LogiCoy Software will exceed the Account Limit, you must immediately contact LogiCoy and secure an appropriately sized license or reduce the Accounts in use in the LogiCoy Software.

5. Authorized Use. 
It shall be a material breach of this LogiCoy EULA for you to use the LogiCoy Software beyond the Limits of use authorized.

6. Delivery. 
You may obtain the LogiCoy Software by electronically downloading the LogiCoy Software from LogiCoy, receiving the LogiCoy Software pre--- installed on a LogiCoy Appliance, or by performing an authorized software update using the services of the LogiCoy Appliance. All LogiCoy Software shall be deemed delivered upon download, copying, or receipt from LogiCoy. 

7. Agreement Term. 
This LogiCoy EULA shall remain in effect for the period of time (“License Term”) of one (1) year or as indicated in an approved Contract/Quote. This LogiCoy EULA shall terminate with the expiration of the License Term for all the associated LogiCoy Software except for such provisions that may be indicated herein as surviving termination of this LogiCoy EULA.

8. Limited Warranty and WARRANTY DISCLAIMER.
The LogiCoy Software is offered on an "AS-IS" basis and LogiCoy does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOGICOY AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOGICOY OR A LOGICOY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. IN NO EVENT DOES LOGICOY PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE LOGICOY PRODUCT IS DESIGNED TO BE USED, AND LOGICOY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

9. Audit.
During the License Term, upon fourteen (14) days advance written notice, LogiCoy or LogiCoy’s representative may enter your premises or network during normal business hours and perform reasonable audit and inspection procedures to confirm that you are in compliance with the terms and conditions of this LogiCoy EULA. You shall reasonably cooperate in any such inquiry and you may escort or observe LogiCoy during the performance of the audit. You shall pay any underpayment at your negotiated rate 30 days from the correct invoice. This provision shall survive the termination of this LogiCoy EULA.

10. LIMITATION OF LIABILITY. 
EXCEPT AS MAY BE PROVIDED IN ANOTHER WRITTEN AGREEMENT BETWEEN LOGICOY AND YOU, IN NO EVENT SHALL either party BE LIABLE  for any special, indirect, consequential or contingent damages including loss of profits or payment of attorneys’ fees incurred by either party  or incurred by any other third party. LOGICOY SHALL NOT BE LIABLE FOR DIRECT DAMAGES in any amount greater than four times the fees you paid to LogiCoy or its authorized reseller for the LogiCoy Software. Such LIMITED LIABILITY FOR DAMAGES shall apply whether in an action based on contract, tort or any other such theory, EVEN IF LOGICOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive the termination of this LogiCoy EULA.

11. Indemnification.  
You shall indemnify and hold harmless LogiCoy, Inc. from and against any claim, cause of action, liability, damage, cost or expense, including reasonable attorneys’ fees and court or proceeding costs, arising out of its non-permitted use or disclosure of Personal Information or other breach of this agreement.  This provision shall survive termination of this agreement.

12. Proprietary Rights. 
You recognize and acknowledge LogiCoy’s ownership and title to the LogiCoy trademark, and to LogiCoy’s copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights of any kind in any jurisdiction (collectively the “LogiCoy Intellectual Property Rights”) embodied in LogiCoy Software or on LogiCoy’s website. Nothing in this LogiCoy EULA shall be interpreted to assign or to grant exclusive rights to you of any of LogiCoy Intellectual Property Rights. LogiCoy does not grant to you any other right or license, either express or implied, in or to the LogiCoy Software except as specified in this LogiCoy EULA and your use of the LogiCoy Software shall be subject to the Limits and other conditions set forth herein. LogiCoy hereby asserts and agrees that any data collected by you using LogiCoy Software shall be and remain your valuable intellectual property.

13. Termination of Agreement. 
Either party may terminate this LogiCoy EULA and the licenses granted hereunder upon written notice for any material breach of this LogiCoy EULA that the other party fails to cure within thirty (30) days following written notice specifying such breach. In the event of termination of this LogiCoy EULA for any cause, all rights granted hereunder automatically revert to the granting party except as specified herein or in another written agreement between the parties.

14. U.S. Government Customers and End Users. 
Any LogiCoy Software or related materials are “commercial items” as that term is defined in 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202---1, 227.7202---3 and 227.7202---4, if the end user hereunder is the U.S. Government or any agency or department thereof, any LogiCoy Software and related materials are licensed (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users and customers pursuant to the terms and conditions of this LogiCoy EULA.

15. Severability.
If the application of any provision or provisions of this LogiCoy EULA to any particular set of facts or circumstances is held to be invalid or unenforceable by a court of competent jurisdiction, the validity of said provision or provisions to any other particular set of facts or circumstances shall not, in any way, be affected. Such provision or provisions shall be reformed without further action by the parties to the extent necessary to make such provision or provisions enforceable when applied to that set of facts or circumstances.

16. Amendment and Waiver. 
This LogiCoy EULA may not be modified or amended except in a writing signed by a duly authorized representative of each party. The waiver by either party of any of its rights or remedies hereunder shall not be deemed a waiver of such rights or remedies in the future unless such waiver is in writing and signed by an authorized officer of such party. Such a waiver shall be limited specifically to the extent set forth in said writing.

17. Assignment. 
You may not assign this LogiCoy EULA or any right or obligation hereunder, without LogiCoy’s prior written consent, which shall not be unreasonably withheld. However, you may assign this LogiCoy EULA in the event of a merger or consolidation or the purchase of all or substantially all of your assets. This LogiCoy EULA will be binding upon and inure to the benefit of the permitted successors and assigns of each party.

18. General. 
This LogiCoy EULA constitutes the exclusive terms and conditions with respect to the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder. The parties both agree that it is their intention to resolve disputes between them concerning this LogiCoy EULA directly in good faith negotiations. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. In any action to enforce this LogiCoy EULA, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees, in addition to any other relief to which the prevailing party may be entitled. This provision shall survive the termination of this LogiCoy EULA.