Hosting Agreement - Simplest Project Management Software

Effective as of: July 25 2022

This is a legal agreement between the person or organization (“Customer” or “you”) agreeing to these Terms and Conditions (“Terms”) and Logic Software Inc. (“Licensor,” “us,” or “we”). By accepting these Terms or using the Services, you represent that you are of legal age and have the authority to bind the Customer to these Terms (the “Agreement”). This Agreement governs the terms and conditions pursuant to which you may access and use the Services.

By checking the consent box, or by accessing or using the Services, Customer acknowledges that it has read and understood the terms of this Agreement and, for good and valuable consideration, agrees to be bound by the terms of the Agreement. If you do not accept these Terms, then do not use the Services. These Terms may be amended or updated by us from time to time without notice and the terms of the Agreement may have changed since your last visit to our website. It is your responsibility to review these Terms for any changes. Your use after any amendments or updates to these Terms shall signify your assent and acceptance of such revised Terms. You should visit this page periodically to review these Terms. Should you not agree to these Terms or any amendments thereof, your only remedy is to discontinue use of the Services in accordance with the termination conditions set forth in this Agreement.

DEFINITIONS
1. “Authorized User” means a Customer employee or Customer contractor who provides services to Customer such that access to the Services is required.
2. “Customer Data” means data and information that is collected or received from end users, Customers, and Authorized Users through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services.
3. “Effective Date” means the date the Initial Term starts.
4. “Fees” refers to subscription fees payable by Customer to Licensor for use of Services as described in Section 1.
5. “Initial Term” means (i) for monthly subscriptions, one calendar month, or (ii) for annual subscriptions, one calendar year.
6. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), trademarks, copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
7. “Resultant Data” means data and information related to use of the Services by end users, Customer, and Authorized Users that is used by Licensor in an aggregated and anonymized manner, including security and operations management and to compile statistical and performance information related to the provision and operation of the Services.
8. “Services” means our proprietary project management software Birdview PSA: Hosted SaaS, and related services that we provide.
9. “Term” means the term of this Agreement consisting of the Initial Term and any subsequent renewals and extensions as provided for in this Agreement.
SERVICES
1. License Grant. Subject to the terms of this Agreement, Licensor grants to Customer a non-exclusive, non-transferable, worldwide, limited right and license during the Term to access and use the Services, subject to any limitations set out in any Easy Projects or Birdview PSA Software Ordering Document (“Ordering Document”), as applicable. You may use our Services only as permitted in this Agreement for internal business operations. If an Authorized User uses the Services, you warrant that you have the authority to bind the Authorized User and you will be liable if the Authorized User does not comply with the Agreement. The Services are provided via equipment and resources located in Canada, the United States and Europe and you consent to having personal data processed by us in Canada, the United States and Europe.
2. Limitations on Use. By using our Services, you agree on behalf of yourself and Authorized Users not to directly or indirectly:
  - modify, translate or create derivative works based on the Services;
  - reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services;
  - knowingly or negligently use the Services in a way that abuses or disrupts our networks, or the integrity or performance of the Services or third party data contained therein;
  - attempt to gain unauthorized access to the Services or its related systems or networks;
  - transmit through the Services any harassing, fraudulent or unlawful information or material;
  - copy, modify, host, stream, sublicense, or resell the Services;
  - enable or allow others to use the Services using your account information;
  - use the Services in violation of our policies, applicable laws, or regulations;
  - use the Services to send unauthorized advertising, or spam;
  - harvest, collect, or gather user data without their consent
  - transmit through the Services any material that may infringe the intellectual property or other rights of third parties; or
  - permit, allow, or acquiesce to any person taking any of the actions prohibited under this clause.
3. Loss or Corrupted Customer Data. We will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party, except to the extent such loss, destruction, alteration or unauthorized disclosure or corruption is the result of our negligence, gross misconduct, or a breach of its obligations, representations or warranties hereunder.
4. Changes to Services. We reserve the right to enhance, remove, or modify features of the Services at our sole discretion, but will provide you with written notice prior to implementing any change that materially reduces the core functionality of our Services. We may offer additional functionality to our standard services or premium feature improvements for an additional cost.
TERM AND TERMINATION
1. Term. This Agreement shall commence on the Effective Date and shall continue unless otherwise terminated in accordance with this Agreement.
2. Renewal Term. This Agreement will automatically renew for further periods equal to the period of the Initial Term, unless either party provides at least 30 days‘ written notice to the other party prior to the end of the then current term of its intention not to renew this Agreement.
3. Termination. This Agreement may be terminated by written notice:
  - if you fail to pay Fees when due and such Fees remain unpaid five days after we provide you with written notice of payment default;
  - if either party is in breach of this Agreement, which breach is incapable of cure or if capable of cure, remains uncured for 14 days after receipt of written notice of default; or
  - if either party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy insolvency law or is dissolved or liquidated or takes any corporate action for such purpose.
    If this Agreement terminates for any reason other than willful violation of this Agreement by us, there will be no refunds or reimbursements of Fees for any unused portion of the billing cycle.
4. Restriction of Access and Use Upon Expiration or Termination. Your right to access and use the Services will immediately terminate upon termination or expiration of this Agreement. Upon your written notice, we will deliver to you any and all Customer Data in our possession. You will pay all reasonable expenses incurred by us in returning Customer Data to you. We have no obligation to maintain or provide access to Customer Data 60 days after the termination or expiration of this Agreement.
FEES
1. Fees. Fees are due and payable in full by Customer at the start of the Initial Term in advance of receipt of the Services. For monthly subscriptions, Fees plus applicable taxes will be automatically charged to your credit card on a monthly basis. For annual subscriptions Fees plus applicable taxes will be charged to your credit card as one lump sum at the time of purchase and on your renewal date.
2. Determination of Fees. Fees are determined in Licensor‘s sole discretion and are subject to change at any time and for any reason (“Pricing Change”). In the event of a Pricing Change, Licensor will provide Customer with written notice of such changes. Should Customer‘s Fees change partway through the Term, the new Fees will take effect starting Customer‘s next billing cycle.
OWNERSHIP
1. Intellectual Property Rights. As between Licensor and Customer, the Services, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Licensor.
2. Customer Data. As between Licensor and Customer, the Customer Data and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Customer. Each party agrees to apply reasonable technical, organizational and administrative security measures to keep Customer Data protected in accordance with industry standards.
PUBLICITY
1. Marketing and Public Relations. The parties agree to work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. We may identify you to the public as a customer of ours and describe in a customer case study the services and solutions delivered by us to you. We may also issue publicity materials, including, but not limited to, press releases.
CONFIDENTIALITY
1. Definition. “Confidential Information” means any and all of a party‘s information or material, whether written, machine-reproducible and/or visual, that (a) is confidential and proprietary to the disclosing party, which derives economic value from not being generally known and is the subject of reasonable efforts by the disclosing party to maintain its secrecy; or (b) the disclosing party obtains from any third party which the disclosing party treats as proprietary or confidential whether or not owned by the disclosing party. Customer Confidential Information includes, without limitation Customer Data, Authorized Users, and any non-public financial information, pricing, business plans, techniques, methods, or processes. Customer specifically acknowledges that the source code for the software is proprietary to Licensor and constitutes trade secrets of Licensor.
2. General Requirements. Each party must keep the other‘s Confidential Information confidential and may not use it except for the purposes of this Agreement. A party may disclose and allow access to Confidential Information to a party’s affiliates, directors, officers, employees, consultants, independent contractors, advisors, accountants, attorneys, and other agents who have a reasonable need to know such information with respect to the Services (collectively, the “Representatives“).
3. Exceptions. Confidential Information will not include information that:
  - is specifically consented to be disclosed by the owning party in writing;
  - is or becomes publicly known through no act or omission of the receiving party;
  - was in the receiving party’s lawful possession prior to the disclosure hereunder;
  - is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or
  - is independently developed by or on behalf of the receiving party without use of the disclosing party’s Confidential Information, which independent development can be shown by written evidence.
4. Injunctive Relief. It is acknowledged between the parties that violation of the provisions of this Section may cause irreparable harm not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
5. Survival. During the Term and for a period of 2 years after expiration or termination of this Agreement with respect to Confidential Information that does not constitute a trade secret, and for as long as such information remains a trade secret under applicable law with respect to Confidential Information that does constitute a trade secret, neither party will make the other’s Confidential Information available to any third party (except to its Representatives) or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement.
LEGAL COMPLIANCE AND INDEMNIFICATION
1. Legal Compliance. In connection with the performance, access and use of the Services, each party agrees not to violate any laws, regulations, directives, orders or guidelines of any government, government agency or the rights of any third party. Notwithstanding any other provision in the terms in this Agreement, we may immediately terminate the Agreement for your noncompliance with applicable laws.
2. Indemnification by Customer. Customer will defend, indemnify and hold harmless Licensor and its employees, officers, directors, successors, and permitted assigns (each, a “Licensor Indemnitee”) from and against any and all losses, damages, costs, and expenses (including reasonable legal fees) incurred by a Licensor Indemnitee arising out of or relating to any action by a third party related to:
  - Customer Data,
  - any materials or information (including any documents, data, specifications, software, content, or technology) provided by Customer or any Authorized User,
  - any breaches by Customer of any of its representations, warranties, covenants, or obligations under this Agreement.
    Customer’s obligations under this Section 8.2 are contingent upon: (a) Licensor providing Customer with prompt written notice of any such claim, (b) Licensor providing reasonable cooperation to Customer, at Customer’s expense, in the defense and settlement of such claim, and (c) Customer having sole authority to defend or settle such claim.
REPRESENTATIONS AND WARRANTIES AND DISCLAIMER
1. Representations and Warranties. Each party represents and warrants to the other party that:
  - it has full power to enter into this Agreement, to grant the rights and licenses granted under this Agreement, and to carry out its obligations under this Agreement;
  - the execution of this Agreement has been duly authorized by all necessary corporate action; and
  - this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
2. Additional Customer Representations, Warranties, and Covenants. You represent, warrant, and covenant to us that you own or otherwise have, and will have, the necessary rights and consents in and relating to the Customer Data so that, as received by us, the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or privacy rights of any third party or violate any applicable law.
3. Disclaimer. Customer assumes sole responsibility and liability for results obtained from its use of the Services and for conclusions drawn from such use. Licensor will have no liability for any claims, losses, or damage to the extent caused by errors or omissions in any information provided to Licensor by Customer in connection with the Services or any actions taken at Customer’s written direction. Licensor will have no liability for any claims, losses or damages to the extent arising out of or in connection with Customer’s or any Authorized User’s use of any third-party products, services, software or websites that are accessed from the Services, except to the extent any such liability results from a breach of Licensor‘s representations, warranties or obligations hereunder. Except as expressly provided in this Agreement, Licensor makes no representations or warranties of any kind whatsoever, express or implied, in connection with this Agreement or the Services. Without limiting the foregoing, except as expressly provided in this Agreement, Licensor disclaims any warranty that the Services will be error free or uninterrupted or that all errors will be corrected. Except as expressly provided in this Agreement, Licensor further disclaims any and all warranties as to merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement, and further disclaims any and all warranties arising from course of dealing or usage of trade. No advice or information, whether oral or written, obtained from Licensor or elsewhere will create any warranty not expressly stated in this Agreement.
LIMITATION OF LIABILITY
1. NO INDIRECT OR CONSEQUENTIAL LOSSES. NOTHING IN THIS AGREEMENT SHALL RENDER EITHER PARTY LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, CLAIMS, COSTS, DAMAGE OR EXPENSE, OR LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF REPUTATION OR LOSS OF ANTICIPATED SAVINGS HOWSOEVER ARISING.
2. LIMITATION ON AMOUNT OF LIABILITY. EITHER PARTY‘S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
GENERAL PROVISIONS
1. Governing Law. This Agreement shall be governed by and in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein, and the parties irrevocably attorn to the courts of the Province of Ontario as the forum in which all claims shall be brought.
2. Independent Contractors. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.
3. In the event of an inconsistency between the statements in the body of this Agreement and any Ordering Documents, the statements in the body of this Agreement control.
4. Security Emergencies. If we reasonably determine that the security of the Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities (collectively, “Security Emergencies”), we may temporarily suspend the Services and will take action to promptly resolve any Security Emergencies. We will notify you of any suspension or other action taken for security reasons, and you agree that we will not be required to compensate you for any losses or damages due to such interruption, and shall not be obligated to provide any refund for Fees paid for the Services during any period of interruption or suspension.
5. Neither party may assign this Agreement in whole or in part without the other party‘s consent except in the event of a Change of Control. “Change of Control” means, with respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. If this Agreement is assigned as part of a Change of Control, the assigning party agrees to provide notice of the assignment to the other party as soon as reasonably practicable.
6. Notice. All notices under this Agreement will be in writing and delivered to the parties at their respective addresses or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. If Customer has a legal dispute with Licensor or if Customer wishes to provide a notice under the Indemnification Section of this Agreement, or if Customer becomes subject to insolvency or other similar legal proceedings, Customer will promptly send written notice to Licensor.
7. Severability. If any term of this Agreement is not enforceable, such term shall be severed from the remainder of the Agreement, and will not affect any other terms which shall be read without reference to the offending term.
8. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, or any other cause beyond the reasonable control of such party.
9. Waiver. Failure to enforce either party‘s rights under the Agreement will not be considered a waiver of any remedies with respect to that right. Unless otherwise specified, remedies are cumulative.
10. Entire Agreement. This Agreement, and any Ordering Documents, constitutes the entire agreement between the parties related to the subject matter hereof, and supersedes any prior written or oral agreements or understandings with regard to the subject matter hereof. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set out herein.
11. Survival. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.