Actionable Knowledge
On Demand

1. DEFINITIONS

• 1.1. For purposes of this Agreement, the following terms have the following meanings:
  
• 1.1.1. "Claim(s)" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, of investigation of any nature civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
• 1.1.2. "Documentation" means user manuals, technical manuals, and any other materials provided by Licensor, in printed electronic, or other form that describe the installation, operation, use, or technical specifications of the Portal.
• 1.1.3. Fees means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement
• 1.1.4. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or requivalent rights or forms of protection, in any part of the world.
• 1.1.5. "Licensee" means the person or entity identified on the Order Form as the licensee of the Portal and may submit an Order Form to request access for Users to the Portal.
• 1.1.6. "Order Form" means a Logiview Subscriber Order Form signed by Licensee.
• 1.1.7. "Portal" means the Logiview software-as-a-service portal.
• 1.1.8. "Duration Of Access" has the meaning set forth in Section 8.1.
• 1.1.9. "User(s)" means those individuals authorized by Licensee to sue the Portal pursuant to the use riht granted under these Terms, as set forth in an Order Form or writen email to CADRE.

2. USE

• 2.1. Use Right. Upon acceptance of these Terms, CADRE grants User a non-exclusive and non-transferable right to use the Portal during the Duration of Access solely for use by User in accordance with these Terms. Such use is limited to User's internal use. For the purposes of these Terms, “use” shall be restricted to use of the Portal in object code form for User’s normal business purposes.
• 2.2. Fees. Fees for User access during the Duration of Access shall be paid by Licensee to CADRE pursuant to an Order Form.
• 2.3. Reservation of Rights. CADRE reserves all rights not expressly granted to User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to User or any third party any Intellectual Property Rights or other right, title, or interest in or to CADRE’s Intellectual Property Rights.
• 2.4. Username and Password CADRE shall provide to User the necessary passwords and network links or connections to allow User to access the Portal. User shall be solely responsible for any authorized or unauthorized access to User's account by any person. User shall be liable and responsible for maintaining the confidentiality of User’s passwords and all use, charges and failures to take required actions with respect to the Portal by any other person to whom User may provide access to or use of the Portal, whether such access or use is permitted by or in violation of this Agreement.
• 2.5. Accceptable Use. User shall not, directly or indirectly: (i) use the Portal for any unlawful purpose; (ii) restrict or inhibit any other user from using this Portal, including by means of hacking or defacing any portion of this Portal, introducing any virus, worm, Trojan Horse, time bomb, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges; (iii) use any robot, spider, Portal search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of this Portal or any content or other materials on this Portal; (iv) copy, adapt, reverse engineer, decompile, disassemble, translate, prepare derivative works, modify the Portal in whole or in part, or otherwise attempt to discover the source code of this Portal or any part thereof, nor will User allow others to do the aforementioned; use the Portal for purposes of competitive analysis of the Portal, the development of a competing Portal or services, or any other purpose that is to the User’s commercial disadvantage; (v) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other Intellectual Property Rights or proprietary rights notices provided on or with the Portal, including any copy thereof; (vi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal, or any features or functionality of the Portal, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service.
• 2.6. Compliance with Laws. User shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with User access to and use of this Portal, (“Laws”).
• 2.7. Unauthorized Access. User agrees to notify CADRE promptly of any unauthorized use of User’s password, account information or any other breach of security. CADRE will not be liable for any loss that User may incur as a result of someone else using User’s username, password, or account, either with or without User’s knowledge. User will be held liable for losses incurred by CADRE as a result of the misuse of User’s username, password, or account.
• 2.8. Portal Content. CADRE will use commercially reasonable efforts to repair the Portal as needed and place accurate and up-to-date information on this Portal but makes no warranty of its accuracy, completeness and/or timeliness. CADRE does not warrant that the contents of this Portal are error-free. Information on this Portal may contain technical inaccuracies and/or typographical or other types of errors and may be changed or updated at any time without notice. CADRE may also make improvements to products and/or programs described on this Portal at any time without notice. User acknowledges that User’s use of this Portal and any information available through this Portal is at User’s own risk.
• 2.9. Termination of User Access. CADRE has the right to terminate User’s use of this Portal, any portion of this Portal, with or without notice, in its sole discretion, for any reason or no reason at all, including, but not limited to, if CADRE determines (in its sole discretion) that User’s use of or conduct on or related to this Portal (i) violates these Terms or any additional terms and conditions, (ii) is harmful or disruptive to CADRE, its customers, another user or any other party, or (iii) violates applicable Laws.
• 2.10. Equipment. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's access to and use of the Service, including, without limitation, appropriate telecommunications and internet access connections and links, web browsers or other equipment, programs and related services.

3. COPYRIGHT AND TRADEMARK.

• 3.1. Intellectual Property Rights. User acknowledges and agrees that the Portal is solely provided a non-exclusive use right. User does not acquire any ownership interest or any other rights in the Portal other than to use the same in accordance with the terms, conditions, and restrictions under these Terms. CADRE reserves and shall retain its entire rights, title, and interest in and to the Portal and all Intellectual Property Rights arising out of or relating to the Portal, except as expressly granted to User in these Terms. The trademarks of CADRE and LogiView are service marks of CADRE. All other trademarks, service marks and logos used on the Portal or through the Service are the trademarks, service marks or logos of their respective owners. User shall promptly notify CADRE if User becomes aware of any infringement of CADRE’s Intellectual Property Rights in the Portal and fully cooperate with CADRE in any legal action taken by CADRE to enforce its Intellectual Property Rights.
• 3.2. Outputs. User shall retain all rights, if any, which User may have in any reports and APE access data retrieved (“Outputs”) by User using the Portal.
• 3.3. Feedback. CADRE has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Users give CADRE, and nothing in these Terms or in the parties’ dealings arising out of or related to these Terms will restrict CADRE’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting User. Feedback will not be considered User’s trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of CADRE’s products or services.)

4. CONFIDENTIAL INFORMATION.

• 4.1. Confident Information. User may be given access to information about CADRE’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). User may not disclose CADRE Confidential Information to any third party without the written consent of CADRE. User must protect and keep in strict confidence CADRE Confidential Information. Notwithstanding the foregoing, User may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that User making the disclosure pursuant to the order shall first have given written notice to CADRE and User shall make a reasonable effort to obtain a protective order; or (ii) limit the Confidential Information disclosed to what is strictly necessary. On the expiration or termination of these Terms, at CADRE’s option, User shall promptly return to CADRE all copies, whether in written, electronic, or other form or media, of the CADRE's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. User's obligations of non-disclosure with regard to CADRE’s Confidential Information are effective as of the Effective Date and will expire two years from the date first disclosed to User; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

5. WARRANTY DISCLAIMER.

• 5.1. Warranty From User. User warrants that it has the full right and authority to enter into, execute, and perform its obligations under these Terms
• 5.2. Warranty Disclaimers. EXCEPT TO THE EXTENT SET FORTH IN SECTION 2.7, USER ACCEPTS THE SOFTWARE “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) CADRE HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) CADRE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) CADRE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

6. INDEMNITY.

• 6.1. Indemnification. User shall indemnify, defend, and hold harmless CADRE and CADRE’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns (the “CADRE Associates”) from and against any and all all losses, damages, deficiencies, Claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”) incurred by CADRE resulting from any Claim by a third party to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from:

• 6.1.1. infringement or misappropriation of any third party’s intellectual property right with respect to the User data; or
• 6.1.2. negligence or more culpable act or omission (including recklessness or willful misconduct) by User in connection with these Terms or use of the Portal.

7. LIMITATION OF LIABILITY.

• 7.1. Dollar Cap. In no event shall CADRE’s total liability for direct damages arising out of or related to these Terms, the Portal exceed one thousand dollars ($1,000). The limit of liability in the preceding sentence is cumulative and not per-incident.
• 7.2. Exclusions. IN NO EVENT WILL CADRE OR ITS AFFILIATES, PARTNERS, AGENTS, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PORTAL; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. DURATION OF ACCESS AND TERMINATION.

• 8.1. The rights granted hereunder shall remain in effect for the duration of access (the “Duration of Access”) determined by Licensee or until earlier/until terminated as set forth herein.
• 8.2. User may terminate this Agreement by ceasing to use the Portal.
• 8.3. CADRE may terminate these Terms and User access, effective upon written notice to User or Licensee, if User breaches these Terms and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after CADRE provides written notice thereof.
• 8.4. CADRE may terminate these Terms and User access, effective immediately, if User files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
• 8.5. Upon expiration or earlier termination of these Terms or User access, the rights granted hereunder shall also terminate, and User shall immediately cease using the Portal. No expiration or termination shall affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund.

9. MISCELLANEOUS.

• 9.1. Export Regulation. The Portal may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Portal to, or make the Portal accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Portal available outside the US.
• 9.2. Attorney Fees. If any action in law or in equity is necessary to enforce the Terms, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
• 9.3. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
• 9.4. Force Majeure. If the performance of any part of these Terms by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, epidemic, pandemic, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
• 9.5. Jurisdiction and Governing Law. This Portal is maintained, controlled, operated, and administered by CADRE from within the United States of America (the “U.S.”). CADRE makes no representation that the content, or any other materials on this Portal are appropriate for use at locations outside of the U.S. and access to this Portal from countries where such content or materials are illegal is prohibited. User is responsible for compliance with all laws. The use of this Portal and these Terms are governed by the laws of the U.S. and the State of Colorado, without regard to conflict of law principles. Any legal proceeding arising out of the use of this Portal, or these Terms, must be brought in Denver, Colorado and must be brought within one year after the claim or cause of action arises or it is barred. By using this Portal, User irrevocably submit to the jurisdiction of the State and Federal courts located in Denver, Colorado.
• 9.6. Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of these Terms shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
• 9.7. Amendment. CADRE shall have the right, at any time and without notice, to add to or modify the terms of these Terms. User's access to or use of the Portal after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms.
• 9.8. Waiver. No waiver of any term, provision or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
• 9.9. Severability. If any provision of these Terms is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and possible, the remainder of the provisions will remain fully effective and enforceable.
• 9.10. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail postage prepaid, or when sent by e-mail to either party's last known e-mail address. User hereby consents to notice by e-mail. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.
• 9.11. Survival. The terms and provisions of Sections 2 through 7, 9.2 and 9.5 shall survive any termination or expiration of these Terms.
• 9.12. Entire Agreement. These Terms represent the entire agreement relating to the use of the Portal. CADRE’s failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• 9.13. Questions or Comments. For any questions or comments about these Terms, please contact us at sales@cadretech.com.