Master Services Agreement
Last Updated: April 3, 2024
These Terms & Conditions (the “Agreement”) are a legally binding contract between you and Logixboard, Inc. (“Logixboard”) regarding your use of the Services (as defined in Section 1.1). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by executing an order form provided by Logixboard or placing an order using online functionality Logixboard makes available (each, an “Order Form”). If Customer is an entity, organization, or company, then: (i) the individual accepting this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement; (ii) Customer agrees to be bound by this Agreement; and (iii) the terms “Customer” and “you” shall refer to such entity.
Terms & Conditions
1. SAAS SERVICES AND SUPPORT
1.1. Subject to the terms of this Agreement, Logixboard will use commercially reasonable efforts to provide Customer the services identified in the applicable Order Form (the “Services”). As part of the registration process, Customer will identify an administrative user name and password for Customer’s Logixboard account. Logixboard reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2. Subject to the terms hereof, Logixboard will provide Customer with reasonable technical support services in accordance with the terms set forth in the order form.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer may access and use the Services only for its internal business purposes in accordance with this Agreement, Logixboard’s usage guidelines and documentation, and any limitations set forth in an Order Form. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Logixboard or authorized within the Services); (iii) transmit viruses or other harmful materials to the Services; (iv) access or use the Services in violation of any law, regulation or court order; (v) take any action that risks harm to others or to the security, availability, or integrity of the Services; (vi) use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or (vii) remove any proprietary notices or labels.
2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3. Customer represents, covenants, and warrants that Customer: (i) has all necessary rights and permissions to enable Logixboard’s use of Customer Data (defined in Section 3.1) in connection with the Services; and (ii) will use the Services only in compliance with Logixboard’s standard published policies then in effect (the “Policy”) and all applicable contracts with third parties, laws and regulations. Customer hereby agrees to indemnify and hold harmless Logixboard against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Logixboard has no obligation to monitor Customer’s use of the Services, Logixboard may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Logixboard may immediately suspend Customer’s access to the Services if: (i) Customer breaches Section 2; (ii) Customer’s account is 30 days or more overdue; or (iii) changes to applicable laws or new laws require that Logixboard suspend a Service or otherwise may impose additional liability on the part of Logixboard. Where practicable, Logixboard will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Logixboard will restore Customer’s access to the Service(s).
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Use of any third-party platform, add-on, service, or product not provided by Logixboard that Customer elects to integrate or enable for use with the Services (“Third-Party Platform”) is subject to Customer’s agreement with the relevant provider and not this Agreement. Logixboard does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Logixboard to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. Customer will promptly notify Logixboard if it becomes aware of any compromise of its log-in credentials. Customer is responsible for its users’ compliance with this Agreement and all actions taken through Customer’s account.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that is designated as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Logixboard includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non- public data provided by Customer to Logixboard to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Receiving Party may disclose Proprietary Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Logixboard, any service providers it engages to provide the Services), provided it remains responsible for their compliance with this Section 3 and they are bound to confidentiality obligations no less protective than this Section 3.The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2. Customer shall own all right, title and interest in and to the Customer Data provided to Customer as part of the Services. Logixboard shall own and retain all right, title and interest in and to: (i) the Services and Software, all improvements, enhancements or modifications thereto; (ii) any software, applications, inventions or other technology developed in connection with the Services or support for the Services; and (iii) all intellectual property rights related to any of the foregoing. If Customer provides Logixboard with feedback or suggestions regarding the Services or other Logixboard offerings, Logixboard may use the feedback or suggestions without restriction or obligation.
3.3. Customer grants to Logixboard the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (i) provide, operate, and improve the Services; (ii) derive or generate Usage Data; (iii) create and compile Aggregated Data; and (iv) as otherwise required by law or as agreed to in writing between the parties. “Usage Data” means information generated from the use of the Services, which data does not identify Customer, its users, or any other natural human persons, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual. Logixboard may (during and after the term hereof) collect, access, use disclose, transfer, transmit, store, host, or otherwise process Usage Data and Aggregated Data for its internal business purposes, including to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Logixboard offerings; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1. Customer will pay Logixboard the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds any restrictions on use of the Services set forth in the applicable Order Form or otherwise requires the payment of additional fees (including any set up or onboarding services requested by Customer that are not identified in the applicable Order Form), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Logixboard reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term in the Order Form or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Logixboard has billed Customer incorrectly, Customer must contact Logixboard no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Logixboard’s customer support department.
4.2. Logixboard may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Logixboard thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Logixboard’s net income.
5. TERM AND TERMINATION
5.1. Subject to earlier termination as provided below, this Agreement is for the service term as specified in the Order Form (the “Term”).
5.2. In addition to any other remedies it may have, either party may also terminate this Agreement (including any Order Forms) upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Logixboard may terminate this Agreement (including any Order Forms) if Customer seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against Customer and not dismissed within sixty (60) days. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon expiration or termination of an Order Form, Customer’s access to and Logixboard’s obligations to provide the Services described in the Order Form and any Software will cease. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.3 Logixboard may revise this Agreement from time to time with notice to Customer (email or posting on Logixboard’s website being sufficient). Revisions will be effective immediately except that, for existing Customers, material revisions will be effective with respect to an Order Form upon the renewal date of that Order Form. Logixboard may require that Customer accept the revised Agreement in order to continue to use the Services. Except as expressly permitted in this Section 5.3, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
6. DATA PROTECTION
When processing Customer Personal Data which is subject to the Data Protection Laws (both as defined in Schedule 1 (Data Processing Addendum)), the parties shall comply with Schedule 1 (Data Processing Addendum) as available at https://www.logixboard.com/dpa.
7. WARRANTY AND DISCLAIMER
Logixboard shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Logixboard or by third-party providers, or because of other causes beyond Logixboard’s reasonable control, but Logixboard shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Logixboard does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND LOGIXBOARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.
8. INDEMNITY
Logixboard shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Logixboard is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Logixboard will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service: (i) not supplied by Logixboard; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified after delivery by Logixboard; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Logixboard to be infringing, Logixboard may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, LOGIXBOARD AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AMOUNTS PAID BY CUSTOMER TO LOGIXBOARD UNDER THIS AGREEMENT. The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
10. GOVERNING LAW/DISPUTE RESOLUTION
To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington and you hereby consent to the exclusive jurisdiction and venue of courts in Washington in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this Section. Logixboard’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Logixboard’s right to comply with governmental, court and law enforcement requests or requirements relating to Customer’s use of the Services or information provided to or gathered by Logixboard with respect to such use. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration shall take place in King County, Washington, in the English language and the arbitral decision may be enforced in any court in any jurisdiction. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys’ fees.
10. MISCELLANEOUS
This Agreement, including the Data Processing Addendum and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Logixboard regarding Customer’s use of the Service. Customer may not assign or transfer this Agreement or Customer’s rights under this Agreement, in whole or in part, by operation of law or otherwise, without Logixboard’s prior written consent. Logixboard may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Logixboard’s right to require performance at any other time after that, nor will a waiver by Logixboard of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Customer’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Logixboard may post on or link to from the Services (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
