LOGIVIEW TERMS OF SERVICE
CADRE SOFTWARE, INC.
Last Updated: June 2024
PLEASE READ CAREFULLY.
CADRE SOFTWARE, INC. (“CADRE”, “WE”, “US”,
“OUR”) PROVIDES THE PORTAL SOLELY ON THE TERMS AND CONDITIONS SET FORTH
IN THESE TERMS OF SERVICE (“TERMS”) AND ON THE CONDITION THAT USER ACCEPTS
AND COMPLIES WITH THEM.
BY CLICKING THE “ACCEPT” BUTTON, USER: (A) ACCEPTS THESE
TERMS AND AGREES TO BE LEGALLY BOUND BY THESE TERMS; AND (B) REPRESENT AND
WARRANT THAT: (I) USER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND
(II) IF USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL
ENTITY, USER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON
BEHALF OF THE CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY AND
BIND USER TO THESE TERMS. IF USER DOES NOT AGREE TO THESE OF TERMS, CADRE WILL
NOT AND DOES NOT GRANT ACCESS TO THE PORTAL TO USER AND OR USER MUST NOT ACCESS
THE PORTAL OR USE THE DOCUMENTATION.
THESE TERMS govern User’s access to and use of the Portal, which is owned and operated by
CADRE. Please return to this Portal and
review these Terms from time to time, as they may be amended without notice.
Any changes to these Terms will be effective immediately upon the posting of
the revised Terms on this Portal.
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, or 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 equivalent
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 use the Portal pursuant to the use right
granted under these Terms, as set forth in an Order Form or written email to
CADRE.
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. Acceptable 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.
7.1. 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.
8.2. 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.