Revised October 24, 2016
End-User License Agreement
CAUTION: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE PRODUCTS AND DOCUMENTATION THIS AGREEMENT RELATES TO. BY ACCEPTING THIS AGREEMENT YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND ACKNOWLEDGING YOUR AUTHORITY TO DO SO ON BEHALF OF YOUR COMPANY (IF APPLICABLE).
1. DEFINITIONS. Certain capitalized terms used in this Agreement shall have the meanings set forth below.
1.1 "Confidential Information" means any material or information disclosed by one party to the other party relating to the research, development, products, product plans, services, clients, client lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing or finances of the disclosing party or a third party to which the disclosing party owes a duty of confidentiality, or other business information or trade secrets, in each case marked as "proprietary" or "confidential" or that the receiving party otherwise should reasonably understand to be the proprietary or confidential information of the disclosing party or such third party. The Logi Analytics Software and all technical information relating thereto and all the terms and conditions in this Agreement (including but not limited to the pricing) are deemed to be Confidential Information.
1.2 "Documentation" means Logi Analytics' standard user documentation (including electronic documentation) generally made available to licensees of the Logi Analytics Software and Logi Analytics' training documentation made available to Licensee.
1.3 "Licensed Materials" means the Logi Analytics Software and the Documentation.
1.4 "Logi Analytics" means Logi Analytics, Inc.
1.5 "Logi Analytics Software" means, collectively, the executable, object code version(s) of Logi Analytics' proprietary application software Software(s) identified on the Order Form, including all upgrades, updates and modifications thereto and new versions thereof released generally to Logi Analytics customers as part of Maintenance Services (provided Licensee pays the applicable Maintenance Services fees).
1.6 "Order Form" means Logi Analytics' standard order form that references this Agreement.
1.7 "Points of Contact" means the number of employees of Licensees authorized to contact Logi Analytics for Technical Support as set forth in the Order Form.
1.8 "Technical Support and Maintenance Services" means the services described in Section 4.1 and Exhibit A.
1.9 "Packaged Services" means the services described in Section 4.2.
2. LICENSE GRANT. Subject to the terms and conditions of this Agreement and in the event that Licensee shall not be engaged in the combination of the Logi Analytics Software Integrated with the Licensee Product to create an Integrated Product, Logi Analytics hereby grants to you ("Licensee") a limited, non-exclusive, non-transferable (except as provided in Section 12.4), non-sublicenseable right and license during the Term to use the Logi Analytics Software solely
for Licensee's internal business purposes. Licensee may use only the number of copies of the Logi Analytics Software set forth on the Order Form and may only use such copies on the number of servers expressly authorized by Logi Analytics. Licensee shall not (i) copy or reproduce the Logi Analytics Software for any purpose (including load-balancing, failover, development, staging, testing or disaster recovery purposes or any other production or non-production use), unless expressly authorized in writing
by Logi Analytics in the Order Form; or (ii) rent, lease, loan, sell, copy (except as permitted above), or distribute the Logi Analytics Software in whole or in part.
3. OWNERSHIP; RESTRICTIONS
3.1 Subject to the rights and licenses granted to You herein, Logi Analytics and its licensors own and retain all right, title and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights and other intellectual property rights (collectively "Intellectual Property Rights"), in and to the Licensed Materials (including all components thereof), including content provided through Technical Support and Maintenance Services and Packaged Services. Except for the rights and licenses expressly granted to Licensee herein, Logi Analytics reserves all rights in and to the Logi Analytics Software and no other rights are granted to Licensee by implication or estoppel. Licensee shall notify Logi Analytics promptly in the event Licensee suspect or become aware of any misuse of the Licensed Materials or any violation, infringement or misappropriation of Logi Analytics' Intellectual Property Rights by any third party.
3.2 Licensee shall not use, distribute, or otherwise make available the Logi Analytics Software, except in strict accordance with the terms of this Agreement. Without limiting the generality of the foregoing, Licensee shall not: (i) copy or reproduce the Logi Analytics Software except as expressly permitted herein; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Logi Analytics
Software is compiled or interpreted, and Licensee hereby acknowledges that nothing herein shall be construed to grant Licensee any right to obtain or use such source code; (iii) distribute the Logi Analytics Software in any form other than the form delivered by Logi Analytics to Licensee or otherwise permitted under this Agreement; (iv) modify, further develop or create any derivative product from the Logi Analytics Software, except as permitted under this Agreement; (v) permit use of, or access to, the
Logi Analytics Software by any Customer except as permitted under this Agreement; or (vi) assign, sublicense or otherwise transfer or convey, or pledge as security or otherwise encumber, Licensee's rights under this Agreement (except as provided in Section 12.4).
4.1 Technical Support and Maintenance Services. Pursuant to an Order Form and the terms set forth in Exhibit A to this Agreement, Licensee may enroll in Logi Analytics' Technical Support and Maintenance Services by paying Logi Analytics the then-applicable annual Technical Support and Maintenance Services fees (the "Support and Maintenance Fees"). Upon payment of the Support and Maintenance Fees, Logi Analytics shall provide Licensee with the level of Technical Support and Maintenance Services set forth in the Order Form. Any Logi Analytics Software updates and upgrades provided to Licensee pursuant to the Maintenance Services set forth in Exhibit A shall be deemed part of the Logi Analytics Software and shall be licensed under the terms and conditions of this Agreement. Logi Analytics shall have no obligation to provide Technical Support, by any means, to any entity or individual other than Points of Contact in a number not to exceed the number set forth on the Order Form. Licensee shall notify Logi Analytics of the names of the Points of Contact.
4.2 Packaged Services. In the event the Order Form indicates that Licensee is ordering training, QuickStart, Expert-on-Demand, or other packaged services offerings the following terms shall apply.
(a) Engagement. Logi Analytics shall use reasonable commercial efforts to perform for Licensee the Packaged Services specified in the Order Form. Licensee shall pay to Logi Analytics, the Packaged Services fees, in such amounts as set forth in the Order Form.
(b) Cooperation. Licensee acknowledges that the Packaged Services may be performed in cooperation with Licensee personnel. Licensee will furnish to Logi Analytics such (a) descriptions, specifications, materials, data and other information ("Licensee Information"), (b) cooperation, technical assistance, resources and support, and (c) access to Licensee's equipment, systems and networks, as reasonably necessary or appropriate to perform the Packaged Services. Licensee hereby grants Logi Analytics a nonexclusive and royalty-free right and license to use the Licensee Information solely for the purpose of performing the Packaged Services.
(c) Expiration. The Packaged Services must be used within (i) one (1) year from the applicable Order Form Effective Date, or (ii) the Term of the applicable Order Form, whichever is shorter (the "Packaged Services Term"). If Licensee does not use the Packaged Services within the Packaged Services Term, such Packaged Services shall expire and Licensee shall not be entitled to a refund of the Packaged Services fee.
(d) Cancelation/Rescheduling. In the event Licensee cancels or reschedules the Packaged Services within the thirty (30) day period prior to the estimated start date, Licensee agrees to pay Logi Analytics an additional amount equal to fifteen percent (15%) of the list price of the Packaged Services purchased.
(e) Proprietary Rights
(i) Licensee Information. Licensee represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Licensee Information as may be necessary to authorize the use thereof contemplated by this Agreement. Except for the limited rights and licenses expressly granted hereunder concerning the Licensee Information, no other license is granted, no other use is permitted and Licensee shall retain all right, title and interest
in and to all Licensee Information (including all intellectual property and proprietary rights therein).
(ii) Intellectual Property. Logi Analytics shall own all right, title and interest (including all intellectual property, other proprietary rights, trademark rights, copyrights, patent rights and all equivalent rights) in and to all any work product resulting from the Packaged Services ("Packaged Services Materials").
(iii) Restrictions. Except as expressly permitted in this Agreement, Licensee shall not directly or indirectly (a) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of any Packaged Services Materials (only to the extent these restrictions are expressly prohibited by applicable statutory law), (b) encumber, sublicense, transfer or distribute any Packaged Services Materials, (c) copy, create derivative works of or otherwise modify any Packaged Services Materials or (d) permit any third party to do any of the foregoing restrictions. Licensee will promptly notify Logi Analytics in writing of any unauthorized use, reproduction or distribution of the Packaged Services Materials.
4.3 Professional Services. Logi Analytics may provide additional services to Licensee other than the services described in Sections 4.1 and 4.2 pursuant to the terms and conditions of a separate services agreement executed by each party.
5. FEES AND PAYMENTS
5.1 Fees Payable. In consideration for the rights and licenses granted to Licensee and the performance of Logi Analytics' obligations under this Agreement, Licensee shall pay to Logi Analytics, without offset or deduction, fees in the amounts set forth in the Order Form. All fees are stated and payable in United States dollars. All such fees shall be due and payable as set forth in the Order Form, or if no payment terms are specified in the Order Form, within thirty (30) days of the date of invoice.
5.2 Disputed Charges. Licensee shall notify Logi Analytics in writing of any dispute or disagreement with invoiced fees within thirty (30) days after the date of the invoice. Absent such notice, Licensee shall be deemed to have agreed to the invoiced fees upon the expiration of such period.
5.3 Late Charges. Logi Analytics reserves the right to charge, and Licensee agrees to pay, a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law on any amount that is not the subject of a good faith dispute that is unpaid on the due date, and on any other outstanding balance. Licensee shall pay Logi Analytics all reasonable costs and expenses of collection, including but not limited to attorneys' fees.
5.4 Taxes. All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Licensee shall be responsible for payment of all such taxes (other than taxes based on Logi Analytics' income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder or the grant of rights or licenses or the delivery of services
hereunder, or otherwise arising from this Agreement. Licensee shall make all payments required hereunder to Logi Analytics free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Logi Analytics shall be Licensee's sole responsibility, and Licensee shall, upon Logi Analytics' request, provide Logi Analytics with official receipts issued by the appropriate taxing authority, or such other evidence as Logi Analytics may reasonably request,
to establish that such taxes have been paid.
6. AUDITING RIGHTS. Licensee shall create and maintain complete and accurate records in connection with this Agreement and the use of the Logi Analytics Software. Such books and records shall include at a minimum the number of licenses purchased and being used by Licensee. Licensee shall promptly provide a copy of such records upon request by Logi Analytics. Logi Analytics shall have the right, at its own expense, upon reasonable prior notice, once per calendar year (unless the
prior audit found a breach of this Agreement, in which case Logi Analytics may, in its sole discretion, perform a second audit during the applicable calendar year) to inspect and audit Licensee's use of the Logi Analytics Software for purposes of determining Licensee's compliance with the terms and conditions of this Agreement. Licensee shall cooperate with Logi Analytics in the performance of any such audit, and shall provide to Logi Analytics such access to Licensee's relevant records, data, information,
personnel and facilities as Logi Analytics may reasonably request for such limited purposes. All audits shall be conducted during regular business hours at Licensee's offices and shall not interfere unreasonably with Licensee's activities. Logi Analytics shall treat all such records and books as confidential information. If any audit reveals that Licensee has underpaid license or maintenance fees, Licensee shall be invoiced for all such underpaid fees based on Logi Analytics' list price in effect at the
time the audit is completed. If the underpaid fees are in excess of five percent (5%) of the fees previously paid by Licensee, then Licensee shall also pay Logi Analytics' reasonable costs of conducting the audit and enforcement of this Agreement.
7.1 Ownership of Confidential Information. The parties acknowledge that during the performance of this Agreement, each party may have access to certain Confidential Information of the other party. Each party agrees that, as between the parties, all Confidential Information of the disclosing party is proprietary to the disclosing party and shall remain the sole property of the disclosing party.
7.2 Mutual Confidentiality Obligations. Each party agrees (i) to use the Confidential Information of the other party only for the purposes described herein, (ii) not to reproduce the Confidential Information of the other party and to hold in confidence and protect the Confidential Information of the other party from dissemination to, or use by, any third party, (iii) not to create any derivative work of the Confidential Information of the other party, (iv) to restrict access to the Confidential Information of the other party to such of its personnel, agents or consultants who need to have access for the purposes of this Agreement, who have been advised of the confidential nature of such Confidential Information and who are bound by obligations of confidentiality no less protective of such Confidential Information than this Agreement, and (v) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of this Agreement.
7.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Section 7.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving
party's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the receiving party; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information of the other party to the limited extent required (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law,
provided that the party making the disclosure pursuant to the order or law shall first have given written notice to the other party and shall have made a reasonable effort, at the request and expense of the other party, to obtain a protective order; or (b) to establish the party's rights under this Agreement, including to make such court filings as it may be required to do.
8. WARRANTIES AND LIMITATIONS.
8.1 Limited Logi Analytics Warranties. Logi Analytics warrants that, for a period of ninety (90) days from the date of initial delivery of the Logi Analytics Software to Licensee (the "Warranty Period"), the unmodified Logi Analytics Software, under normal use and service, will perform all of the material functions described in the applicable Documentation. Logi Analytics shall repair or replace, at Logi Analytics' option, Logi Analytics Software delivered by Logi Analytics that does not comply with the warranty in this Section 8.1, provided that Licensee shall have given notice of such noncompliance during the Warranty Period. The above warranty does not extend to any Logi Analytics Software that is modified or altered, is not maintained in accordance with Logi Analytics' Documentation, has its serial number removed or altered or is treated with abuse, negligence or other improper treatment (including use outside the recommended environment). Licensee's sole remedy, and Logi Analytics' sole obligation, with respect to any breach of warranty is as stated above.
8.2 No Other
Warranties. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 8.1 OF THIS AGREEMENT, THE LOGI ANALYTICS SOFTWARE AND THE DOCUMENTATION, AND ANY OTHER MATERIALS, SOFTWARE, DATA AND SERVICES PROVIDED BY LOGI ANALYTICS, ARE PROVIDED "AS IS" AND "WITH ALL FAULTS", AND LOGI ANALYTICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF OPERABILITY, CONDITION, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT,
VALUE, ACCURACY OF DATA OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY LOGI ANALYTICS ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. LOGI ANALYTICS DOES NOT WARRANT THAT THE LOGI ANALYTICS SOFTWARE OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET LICENSEE'S REQUIREMENTS
OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. LICENSEE ACKNOWLEDGES THAT LOGI ANALYTICS' OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF LICENSEE ONLY.
9. LIMITATION OF LIABILITY.
9.1 Limitations. IN NO EVENT LOGI ANALYTICS BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF LOGI ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF LOGI ANALYTICS TO LICENSEE FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO LOGI ANALYTICS BY LICENSEE DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including the economic terms, would be substantially different.
10.1 Indemnification by Logi Analytics. Logi Analytics shall defend, indemnify and hold Licensee harmless from and against all losses, costs and reasonable expenses (including reasonable attorneys' fees), damages and liabilities arising out of or resulting from any claim by a third party that any use of, or access to, the Logi Analytics Software by Licensee as expressly authorized under this Agreement infringes or misappropriates any U.S. patent issued or published as of the Effective Date or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States, provided that Licensee gives Logi Analytics (i) prompt written notice of such claim, (ii) authority to control and direct the defense or settlement of such claim, and (iii) such information and assistance as Logi Analytics may reasonably request, at Logi Analytics' expense, in connection with such defense or settlement. In any action for which Logi Analytics provides defense on behalf of Licensee, Licensee may participate in such defense at its own expense by counsel of its choice. Notwithstanding the foregoing, Logi Analytics shall have no obligation or liability to the extent that the alleged infringement arises from (1) the operation or use of the Logi Analytics Software with products, services, information, materials, technologies, business methods or processes not furnished by Logi Analytics, (2) modifications to the Logi Analytics Software not made by Logi Analytics, (3) failure to use updates or upgrades to the Logi Analytics Software made available by Logi Analytics, or (4) use of the Logi Analytics Software except in accordance with the applicable Documentation or other specifications (circumstances under the foregoing clauses (1), (2), (3), and (4), collectively, "Licensee Indemnity Responsibilities").
10.2 Upon the occurrence of any claim for which indemnity is or may be due under this Article 10, or in the event that Logi Analytics believes that such a claim is likely, Logi Analytics may, at its option, (i) appropriately modify the Logi Analytics Software so that it becomes non-infringing, or substitute functionally equivalent software, (ii) obtain a license to any applicable third-party intellectual property rights, or (iii) terminate this Agreement on written notice to Licensee and refund to Licensee any applicable license fees paid by Licensee, depreciated on a straight-line basis over three (3) years from the date of payment. The obligations set forth in this Article 10 shall constitute Logi Analytics' entire liability and Licensee's sole remedy for any actual or alleged infringement or misappropriation.
10.3 Indemnification by
Licensee. Licensee shall indemnify, hold harmless and, at Logi Analytics' option, defend Logi Analytics from and against all losses, costs and expenses (including reasonable attorneys' fees), damages and liabilities resulting from any claim by any third party arising from or in connection with any Licensee Indemnity Responsibilities. Logi Analytics agrees to give Licensee prompt written notice of such claim and, at Logi Analytics' option, (i) authority to control and direct the defense or
settlement of such claim, and (ii) such information and assistance as Licensee may reasonably request, at Licensee's expense, in connection with such defense or settlement. Notwithstanding the foregoing, Licensee shall not settle any third-party claim against Logi Analytics unless such settlement completely and forever releases Logi Analytics with respect thereto or unless Logi Analytics provides its prior written consent to such settlement. In any action for which Licensee provides defense on behalf
of Logi Analytics, Logi Analytics may participate in such defense at its own expense by counsel of its choice.
11. TERM AND TERMINATION.
11.1 Agreement. Unless earlier terminated as provided herein, this Agreement shall become effective upon the Effective Date and shall continue in perpetuity.
11.2 Termination for Breach. Either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches this Agreement and (i) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof, or (ii) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof.
11.3 Termination upon Bankruptcy, Insolvency, etc. Either party may terminate this Agreement immediately upon written notice if (i) the other party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium or similar debtor relief laws, (ii) a receiver has been appointed for the other party or any of its assets or properties, (iii) an involuntary petition in bankruptcy has been filed against the other party or any other insolvency or bankruptcy proceeding has been commenced against the other party, which petition or proceeding has not been dismissed, vacated or stayed within ninety (90) days, or (iv) the other party is liquidated, dissolved or wound up.
11.4 Accrued Obligations. Expiration or termination of this Agreement shall not release either party from any liability which, at the time of expiration or termination, has already accrued or which thereafter may accrue with respect to any act or omission before expiration or termination, or from any obligation which is expressly stated in this Agreement or the Order Form to survive expiration or termination. Notwithstanding the foregoing, the party terminating this Agreement as permitted by any provision in this Article 11 shall incur no additional liability merely by virtue of such termination.
11.5 Effect of Termination. Upon any expiration or termination of this Agreement, (i) each party shall immediately discontinue all use of the other party's Confidential Information, (ii) each party shall delete the other party's Confidential Information from its computer storage or any other media, including online and offline libraries, (iii) each party shall return to the other party or, at the other party's option, destroy all copies of the other party's Confidential Information then in its possession, (iv) each party shall promptly pay all amounts due and payable hereunder, (v) Licensee shall cease use of the Logi Analytics Software and the Logi Analytics Marks, (vi) Licensee's rights under Article 2 shall terminate.
11.6 Survival. The
provisions of Articles 1, 3, 5, 6, 7, 9, 10, and 12 and Sections 8.2,
11.4, 11.5 and 11.6, and Licensee's obligations to pay any amounts due and
payable hereunder, shall survive expiration or termination of this
12.1 Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. LICENSEE AGREES THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS WITH JURISDICTION OVER FAIRFAX COUNTY, VIRGINIA.
12.2 Force Majeure. Each party shall be excused from performance of its obligations under this Agreement (except for any payment obligations) if such a failure to perform results from compliance with any requirement of applicable law, for from acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of such party. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
12.3.1 All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, or reputable overnight courier service, delivery charges prepaid, to the receiving party at the address set forth in the preamble and to the attention of the individual executing this Agreement, or to such other address or individual as the receiving party may have provided by written notice in accordance with this paragraph. Such notices
shall be effective upon delivery.
12.3.2 All notices required by or relating to this Agreement may also be communicated by email to such email address as the receiving party may have provided for receipt of notices on the signature page of this Agreement or to such other email address as the receiving party may have provided by written notice in accordance with this paragraph, provided that the sending party retains a record of transmission to the receiving party and promptly sends a duplicate of such notice in writing by means of certified mail, postage prepaid, or reputable overnight courier service, delivery charges prepaid, to the receiving party, addressed as set forth above. Such notices shall be effective on the date indicated in such record of transmission.
12.4 Assignment. Licensee shall not assign its rights or delegate its obligations under this Agreement without Logi Analytics' prior written consent, and, absent such consent, any purported assignment or delegation by Licensee shall be null, void and of no effect. This Agreement shall be binding upon and inure to the benefit of Logi Analytics and Licensee and their successors and permitted assigns.
12.5 Independent Contractors. The relationship between the parties arising from this Agreement shall not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the parties are acting as independent contractors in making and performing this Agreement. Nothing in this Agreement shall be construed to limit Logi Analytics' marketing or distribution activities or Logi Analytics' right to license the Logi Analytics Software or the Documentation to any other party.
12.6 Amendment. No amendment to this Agreement or the Order Form shall be valid unless such amendment is made in writing and is signed by the authorized representatives of the parties.
12.7 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of such right.
12.8 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of any provision of this Agreement shall not have the effect of rendering such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision of this Agreement invalid or unenforceable.
12.9 Compliance with Laws; Export Controls. Licensee shall undertake all measures necessary to ensure that its use of the Logi Analytics Software complies in all respects with all applicable laws, statutes, regulations, ordinances and other rules promulgated by governing authorities having jurisdiction over the parties or the Logi Analytics Software. Licensee acknowledges that Logi Analytics makes no representation or warranty that the Logi Analytics Software may be exported without appropriate licenses or permits under applicable law, or that any such license or permit has been, will be or can be obtained. Licensee shall comply with all applicable export and import control laws and regulations in its use of the Logi Analytics Software. Licensee shall not, directly or indirectly, export or re-export, or knowingly permit the export or re-export, of any Logi Analytics Software to any country for which an export license or other approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained.
12.10 Marketing. Neither party shall make any disclosure to any other person or issue any press release or other public announcement regarding this Agreement or any relationship between Logi Analytics and Licensee or use the name, trademarks or other proprietary identifying symbol of the other party, without the other party's prior written consent; except that Logi Analytics may identify Licensee as a customer of Logi Analytics and use its name and logo in related marketing materials.
12.11 No Third Party Beneficiaries. The parties acknowledge that the representations, warranties and covenants set forth in this Agreement are intended solely for the benefit of the parties and their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity other than the parties and their successors and permitted assigns any legal or equitable right whatsoever to enforce any provision of this Agreement.
12.12 U.S. Government Customers. Each of the components that constitute the Logi Analytics Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" or "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 through 227.7202-4, all U.S. Government end users acquire the Logi Analytics Software with only those rights set forth herein.
12.13 Interpretation. For purposes of interpreting this Agreement, (i) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular, (ii) unless otherwise specifically stated, the words "herein", "hereof" and "hereunder", and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or paragraph, (iii) the word "or" shall mean "and/or", and (iv) the words "include" and "including" shall not be construed as terms of limitation, and shall mean "include without limitation" and "including without limitation".
12.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.
12.15 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
12.16 Third Party Software. The Logi Analytics Software contains certain third party software components. In addition to the provisions set forth in this Agreement, the following additional provisions apply: (i) for software from Telerik, Inc., Licensee may not use such Telerik software independently from the Logi Analytics Software; and (ii) for all other third party software components, Licensee may not use such third party software components independently from the Logi Analytics Software without the prior written consent of the owner of such software.
12.17 Entire Agreement. This Agreement (together with all exhibits hereto and the Order Form, which are incorporated herein by reference) sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither party shall be bound
by any conditions, inducements or representations other than as expressly provided for herein. To the extent there are any terms and conditions contained in Licensee's purchase order or other documentation supplied by Licensee such terms and conditions shall be deemed to be stricken and the terms and conditions of this Agreement shall govern. In the event of any conflict between a provision in the body of this Agreement and a provision in the Order Form, the provision in the body of this Agreement shall govern
unless the provision in the Order Form expressly provides that the provision in the Order Form shall govern notwithstanding the conflicting provision in the body of this Agreement.
IN THE EVENT LICENSEE ENGAGES IN THE COMBINATION OF THE LOGI ANALYTICS SOFTWARE INTEGRATED WITH THE LICENSEE PRODUCT TO CREATE AN INTEGRATED PRODUCT AND SUCH COMBINATION IS EXPRESSLY PERMITTED IN THE APPLICABLE ORDER FORM EXECUTED BETWEEN THE PARTIES, THEN THE FOLLOWING ADDITIONAL TERMS SHALL APPLY IN ADDITION TO THE TERMS SET FORTH ABOVE:
1.1 "Customer" means an entity to which Licensee distributes the Logi Analytics Software as part of an Integrated Product pursuant to a Deployment License or to which Licensee grants access as part of an Integrated Product pursuant to a Hosted License.
1.2 "Deployment License" means the rights and licenses granted to Licensee in Section 2.1.
1.3 "Development License" means the rights and licenses granted to Licensee in Section 2.3.
1.4 "Hosted License" means the rights and licenses granted to Licensee in Section 2.2.
1.5 "Integrate" means bundle, combine, integrate with, embed or incorporate into, and "Integrated with" and "Integration with" have correlative meanings.
1.6 "Integrated Product" means the combination of the Logi Analytics Software Integrated with the Licensee Product pursuant to a Deployment License or the combination of the Logi Analytics Software Integrated with the Licensee Hosted Offering pursuant to a Hosted License.
1.7 "Licensee Hosted Offering" means Licensee's proprietary software applications identified in the applicable Order Form that Licensee makes available on the Licensee Website(s) as a service into which Licensee Integrates the Logi Analytics Software pursuant to a Hosted License.
1.8 "Licensee Product" means Licensee's software or product identified on the applicable Order Form with which the Logi Analytics Software is Integrated pursuant to a Deployment License.
1.9 "Licensee Website" means any page or URL on the World Wide Web, the content of which is controlled, owned or validly licensed by Licensee.
2. LICENSE GRANT.
2.1 Deployment License: This Section 2.1 applies to Order Forms that indicate that Logi Analytics has granted a Deployment License to Licensee:
a. Subject to the terms and conditions of this Agreement, Logi Analytics hereby grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 12.4), right and license during the Term to: (i) copy the Logi Analytics Software (in object code only) and Integrate such copies of the Logi Analytics Software with a Licensee Product in order to create an Integrated Product; and (ii) market, promote, sublicense and distribute the Logi Analytics Software to
Customers solely as part of an Integrated Product.
b. Subject to the terms and conditions of this Agreement, including the licenses granted to Licensee in Section 2.1(a) directly above, Licensee may grant to any Customer during the Term (i) a non-exclusive, non-transferable, non-sublicenseable revocable right and license to install and operate the Logi Analytics Software in accordance with the Documentation, solely as part of an Integrated Product and solely in machine-readable, executable, object-code or bytecode format, as applicable, on one (1) or more computer servers that are owned or operated by or on behalf of such Customer for such Customer's internal business purposes only, or (ii) any subset of, or lesser rights than, the foregoing rights and licenses; provided however, that no sublicense granted under this Section 2.1 shall permit any Customer to provide the Logi Analytics Software or Integrated Product in a time-sharing, service bureau, application service provider or software-as-a-service arrangement. Licensee shall distribute the Logi Analytics Software only as Integrated with a Licensee Product, and not on a stand-alone basis.
2.2 Hosted License: This Section 2.2 applies to Order Forms that indicate that Logi Analytics has granted a Hosted License to Licensee:
a. Subject to the terms and conditions of this Agreement, Logi Analytics hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicenseable right and license during the Term (i) to install and operate the Logi Analytics Software on the number of servers, if applicable, set forth in the Order Form and paid for by Licensee, (ii) to Integrate the Logi Analytics Software into the Licensee Hosted Offering to create an Integrated Product; and (iii) to use the Logi Analytics
Software, solely in the form of machine-readable, executable object code, solely for purposes of permitting access to the features and functions of the Integrated Product through the Licensee Websites for use by Customers for such Customers' internal business purposes only, provided that such use shall not exceed the Permitted Use Restrictions, if applicable.
b. Licensee shall grant Customers the right to access and use the Logi Analytics Software only as Integrated with a Licensee Hosted Offering, and not on a stand-alone basis.
2.3 Development License: Subject to the terms and conditions of this Agreement, Logi Analytics grants to Licensee, a limited, non-exclusive, non-transferable (except as provided in Section 14.4 below) non-sublicenseable right and license during the Term to use the number of copies of the Logi Analytics Software indicated as development copies in the applicable Order Form (the "Development Copies") solely for Licensee's internal design and development of the Integrated
Products, testing and the provision of maintenance and support to Customers. In return, Licensee shall pay Logi Analytics the fees for use of the Development Copies as set forth in the Order Form. The license granted in this Section does not include the right to utilize the Development Copies for Licensee's own internal use. Development Copies may not be used in a production capacity nor distributed in any way.
3. LICENSEE PRICING AND SUBLICENSING.
3.1 Customer Pricing. Licensee shall have sole discretion to establish prices payable to Licensee by Customers for the Integrated Products.
3.2 Restrictions on Sublicensing. Licensee agrees that either clause (a) or clause (b) below shall apply with respect to the use of the Logi Analytics Software by Customers:
a. Licensee shall sublicense the Logi Analytics Software to each Customer as part of an Integrated Product, as the case may be, pursuant to an agreement directly between Licensee and the Customer (the "Customer Agreement") governing the Customer's use of the Logi Analytics Software. Each Customer Agreement shall (i) be consistent with the terms of this Agreement, (ii) provide at least the same protections for Logi Analytics, the Logi Analytics Software, the Logi
Analytics Marks, the Documentation and the Confidential Information of Logi Analytics as this Agreement, and (iii) at a minimum: (a) restrict access to and use of the Logi Analytics Software to machine-readable, executable, object-code or bytecode form only; (b) prohibit use of the Logi Analytics Software by any third party other than the Customer for the Customer's internal business purposes; (c) prohibit use of the Logi Analytics Software by the Customer in any time-sharing, service bureau, application
service provider or software-as-a service arrangements or services, including any use to provide services or process data for the benefit of, or on behalf of, any third party; (d) prohibit any other transfer or conveyance of the rights or licenses granted to the Customer; (e) prohibit causing or permitting the reverse engineering, disassembly or decompilation of the Logi Analytics Software; and (f) cause Logi Analytics to be a third party beneficiary of Licensee's rights under such Customer Agreement with respect
to the Customer's use of, or obligations with respect to, the Logi Analytics Software, with full authority to enforce such rights against the Customer. Any such Customer Agreement shall further disclaim any and all warranties of Logi Analytics to the Customer and liabilities of Logi Analytics to the Customer for any losses or damages, whether direct or indirect, including incidental or consequential damages, arising from the use of the Logi Analytics Software. Licensee agrees to strictly enforce its
rights under each Customer Agreement; or
b. If Licensee does not sublicense the Logi Analytics Software to Customer in accordance with all of the provisions of clause (a) above, Licensee shall be fully responsible for all acts and omissions of each Customer, and any act or omission of a Customer that (i) is inconsistent with any provision of this Agreement or (ii) if undertaken by Licensee, would constitute a breach of this Agreement shall be deemed a breach of this Agreement by License.
3.3 Responsibility to Customers: Licensee shall be responsible for supporting all Customers. Licensee is fully responsible for satisfaction of Customers and shall be responsible for all claims, damages, settlements, expenses and attorneys' fees incurred by Logi Analytics arising out of any claim by any Customer against Logi Analytics.
3.4 U.S. Government Customers. For Logi Analytics Software delivered to an agency or instrumentality of the U.S. Government, Licensee shall identify the Logi Analytics Software to such agency or instrumentality in accordance with Section 12.12 above.
4. LICENSE TO LOGI ANALYTICS MARKS, USE OF DOCUMENTATION AND COPYRIGHT NOTICES.
4.1 Subject to the terms and conditions of this Agreement and during the Term, Logi Analytics hereby grants to Licensee a personal, limited, non-exclusive, non-transferable, non-sublicenseable right and license to use, copy and display the Logi Analytics Marks solely in connection with its marketing and promotion of the Integrated Products. Licensee agrees to follow Logi Analytics' trademark usage guidelines provided to Licensee from time to time with respect to the Logi Analytics Marks.
4.2 Licensee shall include an appropriate trademark or service mark indicator ("TM", "SM" or "(R)") with the first prominent use of each Logi Analytics Mark and shall include the following legend on each document or page of a Licensee Website on which a Logi Analytics Mark appears: "[Logi Analytics Mark] is the [registered] [trademark] [service mark] of Logi Analytics, Inc. and is used with permission" (with the name of the Logi Analytics Mark inserted and other bracketed terms deleted as applicable). Licensee agrees that all use of each Logi Analytics Mark, and all goodwill arising out of such use, shall inure to the sole benefit of Logi Analytics.
4.3 Licensee acknowledges that it has not acquired, and shall not acquire, any right, title or interest in or to any Logi Analytics Mark except the limited right to use the Logi Analytics Mark as expressly set forth in this Agreement. Licensee shall not use any mark, word or design confusingly similar to any Logi Analytics Mark and shall not register or attempt to register any Logi Analytics Mark or any trademark confusingly similar to any Logi Analytics Mark. Logi Analytics shall retain the exclusive right to apply for and obtain registrations for any Logi Analytics Mark throughout the world.
4.4 Notwithstanding the foregoing, at its own expense, Licensee may incorporate the Documentation or a portion thereof into Licensee's documentation. Additionally, Licensee may remove the Logi Analytics Marks from the Documentation and replace them with its own. Licensee may use the documentation created by Licensee internally or provide it to Customers. If any document created by Licensee for provision to a Customer contains proprietary information of Logi Analytics, a nondisclosure agreement that is no less restrictive than the Nondisclosure Agreement currently in effect between the parties must be in place between Licensee and such Customer before the document is provided to the Customer. If Licensee creates a document which incorporates the Documentation or a portion thereof, Licensee shall include all applicable copyright and proprietary rights notices that are contained in the Documentation in the document created by Licensee.
4.5 ANY AND ALL AMENDMENTS, DELETIONS, EDITS AND/OR OTHER CHANGES TO THE DOCUMENTATION ARE MADE AT LICENSEE'S RISK. IN NO EVENT SHALL LOGI ANALYTICS BE LIABLE FOR ANY CLAIM OR DAMAGES, TO LICENSEE OR TO ANY THIRD PARTY, FOR THE ACCURACY OR COMPLETENESS OF ANY AMENDMENTS, DELETIONS, EDITS, SUPPLEMENTAL LANGUAGE OR OTHER CHANGES THE LICENSEE OR ANY OTHER PARTY MAY MAKE TO THE DOCUMENTATION. Additionally, Licensee agrees to defend at its expense any claim made or action brought against
Logi Analytics, to the extent such claim or action is based on modification of the Documentation by Licensee or a party acting on behalf of Licensee. Licensee shall have control of the defense and shall pay any amount awarded either as damages or costs in any such action, provided that Logi Analytics promptly notifies Licensee of the claim or action, and gives Licensee the information and assistance it reasonably requests in defending and/or settling the action. Licensee may, at its sole option and expense, negotiate
a settlement or compromise of the claim or action.
5.1 Each Order Form shall become effective upon execution and shall remain in effect for the period specified in such Order Form, unless earlier terminated in accordance with Section 11 above (the "Initial Term"). An Order Form may be renewed for the period set forth in a renewal Order Form (a "Renewal Term") at the end of the Initial Term or any Renewal Term. A renewal Order Form, with current pricing and executed by Logi Analytics and Licensee, is required for each Renewal Term (collectively, the Initial Term with any Renewal Terms shall be referred to as the "Term"). Either Party may terminate any particular Order Form according to any provision therein permitting such termination, provided that this Agreement (other than such Order Form) shall remain in full force and effect in accordance with its terms.
5.2 Upon any expiration of termination of this Agreement, Licensee's rights to the Logi Analytics Marks shall terminate; and all sublicenses or rights of access granted to Customers under shall terminate, except as expressly set forth in the applicable Order Form.
TECHNICAL SUPPORT AND MAINTENANCE SERVICES
Capitalized terms used in these terms and conditions that are not otherwise defined in this Exhibit A shall have the meaning given such terms in the Agreement. All Technology Updates, Technology Upgrades, workarounds and other software provided pursuant to these Technical Support and Maintenance Services shall be "Logi Analytics Software", as defined in the Agreement.
1.1 "Error" means a reproducible defect or combination of defects in the Logi Analytics Software that results in a failure of the Logi Analytics Software, when used in accordance with Logi Analytics' instructions (including the applicable Documentation), to function substantially in accordance with the applicable Documentation. As used in this definition, a reproducible defect means a defect that Logi Analytics can reproduce using the Supported Software in accordance with the terms of the Agreement.
1.2 "Support and Maintenance Period" means the period specified in the applicable Order Form with respect to which Licensee has paid Support and Maintenance Fees.
1.3 "Support Hours" means 7:00 a.m. U.S. Eastern time to 7:00 p.m. U.S. Eastern time, Monday to Friday, excluding U.S. Government holidays.
1.4 "Support Level" means the support level specified in the applicable Order Form.
1.5 "Supported Software" means (i) the then-current version of the Logi Analytics Software specified in the applicable Order Form and (ii) the immediately preceding version of such Logi Analytics Software, but only for a period of twelve (12) months following the release of the then-current version that is made generally available to Logi Analytics' customer.
1.6 "Technology Update" means any error correction or update of the Logi Analytics Software developed subsequent to the Effective Date that does not implement additional features or functions. Technology Updates may be labeled v.1.1, v.1.2, v.1.3, etc., or v.1.1.1, v.1.1.2, v.1.1.3, etc.
1.7 "Technology Upgrade" means any version of the Logi Analytics Software developed subsequent to the Effective Date that implements additional features or functions, produces substantial and material improvements with respect to the utility and efficiency of the Logi Analytics Software, but does not constitute merely a Technology Update and is not marketed or distributed by Logi Analytics as a separate or independent product or module. Technology Upgrades may be labeled v.1, v.2, v.3, etc.
2.1 Technical Support. During each Support and Maintenance Period for which Licensee has paid the applicable Support and Maintenance Fees, Logi Analytics shall use commercially reasonable efforts to diagnose and resolve Errors in the Supported Software during Support Hours.
2.2 Severity Levels. Logi Analytics recognizes the following severity levels of Errors, determined by Logi Analytics in its reasonable discretion:
2.2.1 Severity 1 - Critical
Impact. The Error stops Licensee's production use of the Supported Software or so severely impacts the Supported Software that Licensee cannot reasonably continue production use of the Supported Software. Logi Analytics shall begin work on the Error within two (2) hours of notification during Support Hours and shall engage development staff until a resolution or reasonable workaround is achieved.
2.2.2 Severity 2 - Significant Impact. The Error materially affects the performance of the Supported Software, or materially restricts Licensee's use of the Supported Software (e.g., important features of the Supported Software are unavailable with no reasonable workaround). Logi Analytics shall begin work on the Error within four (4) hours of notification during Support Hours and shall engage development staff until a resolution or reasonable workaround is achieved.
2.2.3 Severity 3 - Minor Impact. The Error causes only a minor impact on Licensee's use of the Supported Software. Logi Analytics shall begin work on the Error within one (1) business day of notification and shall engage development staff to work on the problem on a time-available basis.
2.2.4 Severity 4 - Other Error or Request for Information. The Error does not affect the operation of the Supported Software but causes minor inconveniences such as cosmetic problems. Alternatively, Licensee requests information or clarification regarding the operation of the Supported Software or the applicable Documentation. Logi Analytics shall provide an initial response within five (5) business days and shall consider enhancements to the Supported Software for inclusion in a subsequent Technical Update.
2.3 Excluded Services. Logi Analytics shall have no obligation to provide Technical Support with respect to the following:
2.3.1 Software that is not Supported Software.
2.3.2 Supported Software that has been modified other than by Logi Analytics without Logi Analytics' written authorization.
2.3.3 Errors arising from (i) any failure of hardware, equipment or software not provided by Logi Analytics, including without limitation server and network settings and code created outside of the Supported Software application, (ii) any cause beyond the reasonable control of Logi Analytics (including floods, fires, hurricanes, tornadoes, tsunamis, loss of electricity or other utilities), negligence of Licensee or any third party, operator error, improper use of the Supported Software or attempted maintenance by unauthorized persons, (iii) use of the Supported Software other than in accordance with the Agreement or the applicable Documentation, or (iv) the operation (or failure to operate) of third party software (other than any third party software Integrated with the Supported Software and delivered by Logi Analytics as part of the Supported Software).
2.3.4 On-site or formal classroom training that is part of the Packaged Services.
2.4 Maintenance Services. During each Support and Maintenance Period for which Licensee has paid the applicable Support and Maintenance Fees, Logi Analytics shall, from time to time, make available to Licensee any Technology Updates and Technology Upgrades to the Supported Software that Logi Analytics, in its sole discretion, chooses to release.
2.5 Means of Performing Technical Support and Maintenance Services. Logi Analytics shall perform Technical Support and Maintenance Services to the extent possible by telephone and remote access, unless the parties agree otherwise. Licensee shall use its best efforts to assist and enable Logi Analytics to perform the Technical Support and Maintenance Services remotely to the extent possible.