TERMS OF SERVICE
Acknowledgement and Acceptance. Please read the terms and conditions of this agreement (the “Agreement” or “Terms” or “Terms of Service”) before accepting this agreement on behalf of your company or entity. By accepting this Agreement, by completing the registration process, accessing the Service, using the Site or executing a sales order form, you agree that you have read and understood these terms and conditions of this Agreement and you agree to be bound by them. We may periodically update these terms and conditions. Your continued use of this site will constitute your acceptance of any new or amended terms and conditions.1. DEFINITIONS
“Account” means access to the Service.
“Agreement” means these customer Terms of Service and all materials referenced or linked.
“Data” means all information that Customer submits via the Service.
“Documentation” means online user guides, documentation and help and training materials published at https://logentries.com/doc/ or accessible through the Service, as may be updated by Logentries from time to time.
“Service” means our cloud-based application you have subscribed to and developed, operated and maintained by us.
“Site” means logentries.com.
“Third-Party Sites” means third-party websites linked from within the Service.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
“You”, “your” or “Customer” means the person or entity using the Service and identified in the applicable registration process, billing statement, online subscription process or Order Form as the customer.2. WHO WE ARE
2.1. Logentries.com and the Logentries Service are provided by Rapid7 Ireland Limited, an Irish registered private limited company, Registered Company Number 481775 which has its registered office at 111 Delwood Walk, Castleknock, Dublin 15, Ireland (collectively, “we”, “us”, “Logentries”).3. DESCRIPTION OF THE SERVICE
3.1. The Service gathers and transfers log data to a cloud based system which is provided by a User of the Service. Customer who successfully subscribes will be given an Account to have its Data visualized, analyzed and stored.
3.2. The Service is made available to Customer at graded levels in exchange for accordingly graded fees (such fees, “Charges”) and Customer may upgrade or downgrade its Service level by following the instructions at https://logentries.com/pricing/. Details of each service level and associated charges are provided at the point of purchase and any additional terms or conditions contained on those pages are incorporated into this Agreement by reference.
3.3. Additional functionality and services may be offered or provided by us from time to time and these will be described on the Site.4. STORAGE SPACE AND USAGE LIMITS
4.1. Customer can upload a certain volume of log data, dependent on the Service level selected, which is referred to as the “Usage Limit.” Customer can manage its Account by deleting logs no longer needed.
4.2. An email alert or alternative notification will be provided when Customer is near or over its Usage Limit. If Customer exceeds its Usage Limit, and at Logentries’ sole discretion, such Account may be automatically upgraded and/or charged for the appropriate subscription plan to cover excessive usage, the Account may be charged up to two times (2x) the effective price per monthly gigabyte (GB) rate already agreed to for its account for each GB Customer has exceed beyond its Usage Limit, or the Account may be suspended until Customer has purchased the relevant upgrade.5. OUR CLOUD-BASED SOLUTION
5.1. Logentries will maintain commercially appropriate administrative, physical, and technical safeguards to protect Data. Logentries hosts and stores data on Amazon Web Services’ cloud platform and on other cloud platforms as necessary. The level of security provided in Amazon’s cloud platform is described in more detail on http://aws.amazon.com/security/. Our FAQs also explain the levels of security offered by other cloud providers we may use from time to time.
5.2. Logentries provides you with the option to encrypt the transmission of your Data. You acknowledge that it is your responsibility to encrypt the transmission of your Data should you wish to protect it. In the event you decide to transmit your Data unencrypted to the Service, You assume all related risks for doing so. Logentries will not be liable for any liabilities arising from your transmission of Data over the Internet or other network.6. REGISTRATION
6.1. Upon registering for the Service, Users will have a username, password and security question, which is Customer’s and its Users’ responsibility to keep secure and may not be shared with any other party. Customer agrees to immediately notify Logentries of any unauthorized use or any other breach of security or breach of this Agreement of which the Customer becomes aware. Logentries will not be liable for any loss or damage resulting from Customer’s failure to maintain proper security of its account or for unauthorized access to the Service.7. CHARGES AND PAYMENT
7.1. Fees. The Service is made available to Customer at graded levels in exchange for accordingly graded Charges (such fees, “Charges”) and Customer may upgrade or downgrade the service level by following the instructions on the Site. Fees are non-cancellable and non-refundable during the Term. The price for the Service is located at https://logentries.com/pricing/. Company reserves the right to change its price list and to institute new charges at any time, upon notice to You, which may be sent by email or posted on the Site. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Additional Charges may apply for additional services requested by Customer such as the removal of personal data or the transfer of data after closing the Account. Customer will be notified of services requiring additional Charges which have not been previously agreed upon before any such additional Charge will be applied.
7.2. Payment for Subscriptions is required to be paid in full at the beginning of each billing period by credit or debit card. Custom Enterprise plans require a Logentries Sales Order form, must be signed by the Customer, and once signed shall become legally binding and governed by this Agreement. Logentries may reject or terminate any sales order, at any time, at its sole discretion. Customer billing period begins upon purchase or an agreed to Service start date and renews automatically. If Logentries extends credit to Customer, all Charges must be paid within 30 days of issue of invoice. Payment of Charges for metered billing is required at the end of each month by credit or debit card and is based on the volume of Data uploaded and stored during the month.
7.3. Logentries’ designated third-party payment processor, will charge your credit card monthly, annually, or on the agreed to billing frequency, for the Charges relating to the use of the Service associated with your Account above, and Customer authorizes Logentries, or such third-party payment processor, to automatically charge your credit card for such Charges. Customer understands that, once charged, the Charges described above are non-refundable. Customer agrees and represents that all information provided for the purpose of subscribing to the Service is accurate, complete and current, and Customer agrees to notify Logentries, or its designated third-party payment processor, of any changes to the credit card information associated with the Account, including changes in billing address and expiration dates. If Logentries, or its designated third-party payment processor, does not receive payment from the issuer of the credit card associated with the Account, Customer agrees to pay all amounts due upon demand directly to Logentries, and Logentries further reserves the right to either suspend or terminate the Account and access to the Service.
7.4. In addition to the Charges, Customer must pay to Logentries, or to the relevant taxing authority, as appropriate, all applicable sales, use, goods and services, value added or other taxes payable under this Agreement (other than taxes levied or imposed on our income). In all cases, the amounts due under this Agreement will be paid by Customer to us in full without any right of set-off or deduction.8. TRIAL ACCOUNTS
8.1. Customers who are provided with a free or trial Logentries Account or who are otherwise provided with any other promotional Logentries Service(s) for which they have not paid a Charge acknowledge and agree that such services are provided “as is” and so, to the fullest extent permitted by law, those services are provided without any warranties or representations whatsoever and the Customer agrees to avail of such services entirely at its own risk.9. TERM AND TERMINATION
9.1. The subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process (“Subscription Term”).
9.2 The Subscription and Agreement will automatically renew at the published rates on a monthly, annual or otherwise mutually agreed upon period of time, unless one party notifies the other party in writing of its intent not to renew at least thirty (30) days in advance of the expiration of the Subscription Term.
9.3 Customer may terminate the Service at any time, however, fees are non-refundable except in the event of Logentries’ uncured material breach as set forth below.
9.4. Either party may terminate this Agreement at any time, effective immediately, upon written notice to the other party, if such other party: (i) breaches any of its material obligations hereunder and fails to cure such breach within thirty (30) days of written notice thereof; (ii) becomes insolvent or has a receiver, administrator, liquidator or examiner appointed over all or part of its assets or (iii) becomes the subject of a resolution, petition or order for winding up or bankruptcy. We may terminate this Agreement if, at any time, we cease providing the Service.
9.5. On termination or expiry of this Agreement for any reason, Customer will remain liable to Logentries for any outstanding Charges owed, Customer’s rights under this Agreement will immediately terminate, You will lose all access to the Service, including access to Your account and to Your content, and We will delete Your content and the data stored in or as part of Your account.
9.6. Without limitation of the foregoing, we may suspend or terminate the Service without notice if Customer shall fail to pay any amounts when due, if the Services are used for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Logentries Services, if the Services are used in a manner contrary to the law or the terms of this Agreement or if Logentries experiences unexpected technical or security issues.
9.7. Customer shall provide notice of termination of the Service to Logentries at email@example.com. ACCEPTABLE USAGE POLICY
10.1. The Logentries Acceptable Usage Policy prohibits the processing of data which are deemed by us in our sole discretion as being inappropriate or unlawful. We aim to ensure that we are not associated with any website content (including linked content) which is illegal, fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory or otherwise inappropriate. We prohibit the processing of data using the Service where the processing would breach the laws or rights of third parties and the Customer represents, warrants and undertakes to us that no such transactions will be processed via the Services.
10.2. Customer agrees not to use the Site or the Service or cause or permit the Site or the Service to be used:
10.2.1. so as to jeopardize or prejudice the operation, quality or integrity of the Site, the Service or the operation, quality or integrity of any telecommunications network;
10.2.2. for any commercial purpose including any direct marketing, surveys, contests or pyramid schemes, nor to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
10.2.3. to harvest or otherwise collect information about others, including e-mail addresses, without their consent;
10.2.4. to distribute, download, upload or transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
10.2.5. contrary to the terms and conditions of any Internet Service Provider whose services you may use.
11.1. The Service is available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Logentries shall endeavor to give at least 8 hours’ notice and which Logentries shall schedule to the extent practicable during the weekend hours from 9:00 p.m. Friday to 6:00 a.m. Monday Eastern Time), or (b) any unavailability caused by circumstances beyond Logentries’ reasonable control, including without limitation, Internet and telecommunications service provider failures or delays, failures of independent service providers, or denial of service attacks. Customer support is provided through the online and email channels as described in the “Customer Support” resource at Logentries.com website.12. DISCLAIMERS; LIMITATION OF LIABILITY
12.1. THE SERVICE INCLUDING ANY SOFTWARE INCLUDED IN OR PROVIDED AS PART OF THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND LOGENTRIES EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOGENTRIES DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE COMPLETE, ACCURATE, OR RELIABLE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
12.2. ALTHOUGH THIS SITE IS ACCESSIBLE WORLDWIDE, NOT ALL PRODUCTS OR SERVICES DISCUSSED OR REFERENCED HEREIN ARE AVAILABLE TO ALL PERSONS OR IN ALL GEOGRAPHIC LOCATIONS. WE RESERVE THE RIGHT TO LIMIT, IN OUR SOLE DISCRETION, THE PROVISION AND QUANTITY OF ANY PRODUCT OR SERVICE TO ANY PERSON OR GEOGRAPHIC AREA IT SO DESIRES. ANY OFFER FOR ANY PRODUCT OR SERVICE MADE IN OR THROUGH THIS SITE IS VOID WHERE PROHIBITED.
12.3 BECAUSE IT IS NOT POSSIBLE TO GUARANTEE DATA SECURITY, YOU ACKNOWLEDGE UNAUTHORIZED ACCESS TO YOUR DATA MAY OCCUR AND YOU AGREE IN SUCH EVENT THAT ANY LOSS YOU MAY SUFFER IS SUBJECT TO THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL LOGENTRIES BE LIABLE IN ANY WAY FOR ANY DATA, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY DATA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY DATA POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
12.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LOGENTRIES’ LIABILITY TO CUSTOMER FOR ANY DIRECT DAMAGES, LOSSES, EXPENSES AND CAUSES OF ACTION (WETHER IN CONTRACT OR TORT) ARISING FROM OR RELATING TO THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID LOGENTRIES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
12.5. YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOGENTRIES (INCLUDING ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LOGENTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.13. DATA SECURITY
13.1. If Customer processes personal data using the Service, Customer shall comply with its obligations as a data controller and data processor under all applicable laws.
13.3. We do not have any obligation to review or scan any Customer data for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware.14. INTELLECTUAL PROPERTY
14.1. Customers own their own log data.
14.2. Subject to this Agreement, Logentries grants Customer a non-exclusive, revocable, non-transferable, limited right to access and use the Service and the material displayed thereon. However, no right, title, or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials.
14.3. Customer hereby grants Logentries a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license: (a) to process and use their log data for the purposes of delivering the Service to Customer; (b) to use, copy, create derivative works of, adapt, modify, and exploit log data internally within Logentries for the purposes of improving, developing and marketing the Service; and (c) to disclose anonymized and/or aggregated versions of log data to third parties in connection with the development, improvement and marketing of the Service, provided that such anonymized or aggregated log data shall not identify Customer. This license continues after the termination of this Agreement. Logentries’ rights under the license in this Section may be exercised by Logentries’ officers and employees and by contractors engaged to provide services to Logentries.
14.4. All materials incorporated in or accessible through the Site or the Service, including, without limitation, text, photographs, images, graphics, illustrations, trademarks, service marks, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site and the Service), are protected by applicable national and international trademark and copyright laws, and are owned, controlled or licensed by Logentries, or by the original creators of such materials or their permitted licensors. Such materials may be used only for viewing the Site in the ordinary course or as a resource for purchasing the products offered through the Site. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-utilization, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited.
14.5. Where any software is supplied by us for use by Customer on its computer(s), Logentries grants Customer a limited, personal, non-exclusive, non-transferable license to install and use the software for use solely for the purpose of enabling you to use the Service in the manner permitted by this Agreement and for no other purpose whatsoever. Customer may not copy, modify, distribute, sell, or lease any part of the Services or any software supplied in connection with the Services, nor may Customer reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. To the extent that the Customer is provided with access to open source software in the course of receiving or using the Service, Customer shall be responsible for complying with the open source license associated with that open source software.
14.6. Except as expressly set forth herein, Logentries alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, which are hereby assigned by You. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.15. CONFIDENTIALITY
15.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person (except as set forth below) any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and third parties with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
15.2. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Customer acknowledges that Logentries does not wish to receive any Proprietary Information from Customer that is not necessary for Logentries to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Logentries may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.16. INDEMNIFICATION
16.1. Customer shall defend, indemnify, and hold harmless Logentries and each of its, and its affiliates, employees, contractors, directors, suppliers and representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, arising from or related to your Data, or Customer’s actions in connection with any unauthorized use of the Service, including any claim that such actions violate any applicable law or third party right.
16.2. Logentries will notify Customer in writing thirty (30) days of becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you, at your expense, with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. Customer shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without prior written consent.17. CONTENT RESPONSIBILITY
17.1 You are solely responsible for a) Your content and Data (meaning Content You post or otherwise submit to the Site or Service), b) the accuracy, quality, and legality of Your content and of Your submissions, c) the means by which You acquired Your content, including ensuring that Your content and Your submissions do not infringe upon or violate the rights of any person, d) claims relating to Your content and Your submissions, and e) responding to any person claiming Your content and/or Your submissions violate such persons rights, including notices pursuant to the Digital Millennium Copyright Act.18. LINKS
18.1. The Site contains links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such third party websites. We are not responsible for the content of linked third party sites and do not make any representations regarding the content or accuracy of materials on such third party websites. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites.
18.2. We generally welcome the hyper-linking to the Site from other appropriate websites provided such links are to the Site’s homepage (and no deeper within the Site) and provided we give our consent to the establishment of such links. Notwithstanding the foregoing, we reserve the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor’s user experience.19. DIGITAL MILLENNIUM COPYRIGHT ACT
19.1. Logentries complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address: Designated Agent, logentries.com, firstname.lastname@example.org.
19.2. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
19.3. Counter Notices: If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (g) a physical or electronic signature of the subscriber; (h) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (i) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (j) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Logentries may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
Our designated agent for notice of alleged copyright infringement is:
Attn: Logentries Copyright Agent
100 Summer Street, Boston, MA, 02110, USA
20.1. Notwithstanding anything else, Customer may not provide to Logentries or any other person (whether through the Service or any other means), or export or re-export, or allow the export or re-export of the Service, any data or information, or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), 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. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.
20.2. As defined in FAR section 2.101, any software and documentation provided by Logentries are “commercial items” and according to DFAR section 252.2277014(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.21. GOVERNING LAW DISPUTE RESOLUTION
21.1. If you are a Customer that is a not a resident of the United States, these Terms will be governed by, and construed and enforced in accordance with the laws of Ireland, and you hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the Irish courts.
21.2. If you are a Customer that is a resident of the United States, all disputes arising out of or relating to this Agreement, the Site or the Logentries Service shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. (For information on the AAA and its rules, see www.adr.org.) The arbitration shall be conducted in Boston, Massachusetts, unless the Arbitrator shall determine that that venue is not reasonably convenient to all parties, in which case the Arbitrator shall determine another venue that is. In the event that the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of The State of New York without reference to principles of conflicts of laws. Notwithstanding any rules of the AAA to the contrary, any claims shall be adjudicated on an individual basis only, and You waive any right to bring any claim as a representative of a proposed class, on an aggregated or mass basis, or as a private attorney general, or to consolidate arbitration proceedings without the consent of all parties thereto. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. We do not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement, the Site or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Boston, Massachusetts, except that, following confirmation of an arbitration award in a state or federal court in Boston, Massachusetts, a judgment arising therefrom may be executed in any court of competent jurisdiction.22. GENERAL
22.1. The headings to the clauses in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
22.2. The waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
22.3. This Agreement shall not constitute any party, the legal representative, partner or agent of the other parties or any of them nor shall any party or any successor of any party have the right or authority to assume, create or incur any liability or obligation of any kind express or implied against or in the name of or on behalf of any other party. The parties hereto enter this Agreement as principals for and on their own behalf.
22.4. This Agreement or the benefit hereof may not be assigned by Customer in whole or in part without the prior written consent of Logentries. Customer may not re-sell or make available the Services to any third parties. Logentries may assign this Agreement to any purchaser of, or successor in interest to, the Logentries business.
22.5. Except for failure to make payments when due, neither party shall be liable to the other by reason of any failure in performance of this Agreement by either party if the failure arises out of any cause beyond the reasonable control of that party, including, but not limited to, the unavailability or faulty performance of communication networks or energy sources, any act of God, any act or omission of governmental or other competent authority, fires, strikes, industrial dispute, riots, war, inability to obtain materials, embargo, refusal of license, theft, destruction, denial of service (DoS) attacks, unauthorized access to computer systems or records, programs, equipment, data, or services.
22.6. You grant us the right to add your name and company logo to our customer list and website.
22.7. This Agreement represents the entirety of the understanding of the parties concerning the subject matter hereof and overrides and supersedes all prior promises, representations, undertakings, understandings, arrangements, agreements, side letters or heads of agreement concerning the same which are hereby revoked by mutual consent of the parties. The Customer is not relying on any warranties or representations which are not expressly set out in this Agreement.
22.8. Questions about the Terms of Service should be sent to email@example.com.
22.9. Survival. The following sections shall survive the expiration or termination of this Agreement: Definitions, Fees and Payments, Intellectual Property, Confidentiality, Indemnification, Disclaimers, Limitations of Liability, Termination and General.Effective Date October 13 2015