THIS LICENSE AGREEMENT AND TERMS OF USE (COLLECTIVELY “TERMS OF USE”) IS AN AGREEMENT BETWEEN YOU (“SUBSCRIBER”) AND LOGIC SOLUTIONS, INC. (WITH ITS AFFILIATES, COLLECTIVELY, “LOGIC” OR “SHOWCASE”) THAT GOVERNS THE SUBSCRIBER’S USE OF THE SHOWCASE SOFTWARE APPLICATION (TOGETHER WITH ANY UPDATES AND ENHANCEMENTS TO IT, AND INCLUDING ALL COMPONENTS OF THE SOFTWARE SUCH AS, BUT NOT LIMITED TO, CONTENT MANAGEMENT SYSTEM, MOBILE APP, DATABASE; THE “APPLICATION”) FOR CERTAIN SALES FORCE AUTOMATION SERVICES THAT LOGIC MAKES AVAILABLE TO THE SUBSCRIBER (THE “SERVICES”) ON A PERSONAL COMPUTER AND MOBILE DEVICE (E.G., APPLE IPAD) (EACH, A “DEVICE”).

By registering for or using an account for the Service (“Account”), Subscriber (1) agrees to the following terms and conditions of this service agreement (the “Service Agreement”) on behalf of the individual performing registration and the company or organization identified as the Account holder (if any) during the registration for the Service (a “Subscriber”), (2)represent and warrant that the individual performing registration is authorized to accept this Service Agreement on behalf of the Subscriber, and (3) agree that such Subscriber will be responsible for the acts and omissions of any individual users who register for or use the Account.

1. Use of the Application

Subject to these Terms of Use, we hereby grant the Subscriber a limited, nonexclusive, nontransferable, nonsublicenseable license to install and use the Application on a Device. Subscriber may use the Application to use and receive the Services. Unless and to the extent specifically provided otherwise in the Application or related documentation (including any Readme file or third party licensing notices), the Subscriber may not: (a) separate any individual component of the Application for use other than to use and receive Services provided through it; (b) incorporate any portion of it into its own programs or compile any portion of it in combination with its own programs; (c) transfer it for use with another service; or (d) sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sub-license the Application or otherwise assign any rights to the Application in whole or in part. Logic will be responsible for any Application maintenance or support; no third party will be responsible for providing maintenance or support services for the Application. Other license terms may apply to certain, software files contained within or distributed with the Application that are specifically identified in related documentation, including any Readme file or third party licensing notices (“Third Party Software”). Such Third Party Software license terms shall apply to the corresponding Third Party Software file in lieu of this Terms of Use.

Subject to the rights granted to Subscriber above, Logic and its licensors and suppliers own and retain all right, title, and interest in and to the following (collectively, “Logic Property”): (a) the Service, the Site, and all other software, hardware, technology, documentation, and information provided by Logic in connection with the Service; (b) all Aggregated Content; (c) all ideas, know-how, and techniques that may be developed, conceived, or invented by Logic during its performance under this Service Agreement; and (d) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (a), (b) and (c) above. Subject to the rights granted to Logic above, Subscriber owns and retains all right, title, and interest in and to the Content and all intellectual property rights therein.

a. Account Registration

Account registration is required to use the Service. Logic reserves the right to refuse registration, or to refuse or limit access to the Service or any features, to anyone in its sole discretion. Subscriber will provide accurate, current and complete information (including information about Subscriber and Subscriber’s users) in any registration or other Account-related forms on the Site (“Subscriber Information”) and agree to maintain the security of each and all username(s) and password(s). Subscriber will maintain and promptly update the Subscriber Information to keep it accurate, current and complete. SUBSCRIBER UNDERSTANDS THAT ANY PERSON WITH SUBSCRIBER’S USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS CONFIDENTIAL ACCOUNT (INCLUDING SUBSCRIBER INFORMATION, CORPORATE AND/OR PERSONAL DATA, TRANSACTION INFORMATION, AND OTHER USER DATA (COLLECTIVELY, “CONTENT”) THE SUBSCRIBER OR OTHERS HAVE PROVIDED TO LOGIC). SUBSCRIBER ACCEPTS ALL RISKS OF UNAUTHORIZED ACCESS TO ACCOUNT(S) BASED ON THE SHARING OR LOSS OF A USERNAME AND PASSWORD. Subscriber will promptly notify Logic upon discovery or suspicion of any security breaches related to the Application, including any unauthorized use or disclosure of a username or password.

2. Content Submission Terms

Logic does not own any data, information or material that Subscriber or others submit to the Service in the course of using the Service, including but not limited to any digital images or photographs, illustrations, graphics, recordings, and text (collectively, “Materials”). Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Materials that Subscriber submits. Logic shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Materials.

If Subscriber submits Materials to Showcase through the Application, then the following terms will apply:

a. Eligibility

Subscriber may only submit Materials to Showcase through the Application for which Subscribers hold all intellectual property rights. In other words, if the Subscriber submits a digital image to Logic, the Subscriber must own all rights to such image or must have the authorization of the person or the authorized person from the company that does own those rights.

b. License Grant for Materials

Subscriber hereby grants to Logic a worldwide, nonexclusive, royalty-free, perpetual right and license to: (a) use, reproduce, distribute, transmit, perform (publicly or otherwise) and display (publicly or otherwise) the Materials, in whole or in part, in any manner and media of conveying information, whether now known or hereafter devised (“Media”); and (b) modify, adapt, translate and create derivative works from the Materials, in whole or in part, consistent with services provided by Logic.

c. License for Name, Trademarks and Likenesses

Subscriber hereby grants to Logic and its sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. Subscriber grants Logic and its sublicensees the right to use the name the Subscriber submitted in connection with the Materials.

3. No Illegal Use and Restrictions

Subscriber may not use the Application or the Service for any illegal purpose. Subscriber agrees that its staff, employees, representatives, contractors, or any associated parties will not submit Materials that are unlawful, pornographic, libelous, defamatory, tortious, obscene, or racially, ethnically or otherwise objectionable. Logic expressly reserves the right to remove or not make available any Materials that Logic deems to be in violation of these Terms of Use, applicable laws or community standards at Logic’s sole discretion. Subscriber agrees that its staff, employees, contractors, agents, officers, and any affiliated parties and their officers, directors, agents, and employees will not upload, post, e-mail or otherwise transmit Materials to Logic that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

Subscriber is fully liable for the legality of all Materials and is fully liable, if such Material is infringing upon third party rights, and accordingly agrees to indemnify Logic for all claims and losses related to such infringement and/or illegality.

4. No Reverse Engineering

Subscriber may not, and Subscriber will not encourage, assist or authorize any other person to, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Application, whether in whole or in part, or create any derivative works from or of the Application.

5. Updates

In order to keep the Application up-to-date, Logic may offer and/or obligate Subscriber to automatic or manual updates at any time and without notice. If Logic elects to provide maintenance or support of any kind, we may terminate that maintenance or support at any time without notice. Logic shall not be responsible for any loss of data caused by Subscriber’s failure to update the Application.

6. Data Security

Logic will use reasonable efforts to establish and maintain safeguards to protect the security and integrity of the Service and protect against the accidental or unauthorized access, use, alteration or disclosure of the Content.

7. Term

The term of this Service Agreement will commence when Subscriber registers for an Account (online or otherwise) and will remain in effect perpetually, or until terminated in accordance with this Service Agreement.

Logic reserves the right to terminate this Service Agreement at any time, with or without cause and in its sole discretion, immediately upon written notice (which may be by email) or by terminating an Account and redirecting login attempts to a notice regarding such termination. This Service Agreement will automatically terminate upon the end of mutually agreed upon period of time as specified in this Service Agreement.

a. Termination

Subscriber may terminate these Terms of Use with thirty (30) days’ written notice provided any predetermined minimum contractual obligation has been met. Subscriber is obligated to the full term of any written service contracts, unless otherwise mutually agreed in writing.

Subscriber’s rights under the Terms of Use will automatically terminate without notice if Subscriber fails to comply with any of its terms. In the case of termination, Logic may immediately revoke access to the Services without notice. Logic may also terminate Subscriber’s right to use the Application at any time and in such event, Logic may modify the Application to make it inoperable. Logic’s failure to insist upon or enforce Subscriber’s strict compliance with these Terms of Use will not constitute a waiver of any of Logic’s rights.

Should the Subscriber voluntarily choose to terminate the Terms of Use with all outstanding fees paid, Logic may provide an export of the Subscriber’s proprietary data that is current in the Application. Data export and its format as well as associated fees will be at the sole discretion of Logic.

b. Sales Tax

The Subscriber is solely responsible for the proper and timely payment of state sales tax as obligated by law. Subscriber shall pay directly, and indemnify Logic against and repay Logic on demand for, any and all taxes, imposts, fees, or charges, such as, but not limited to, local, state, or federal sales, use, excise, personal property, value-added, excise, income, franchise, ad valorem, or stamp taxes; levies; customs duties; or import fees, together with any loss, liability, claim, costs or expenses, interest, or penalties incurred by Logic as a result of Subscriber’s failure to pay any such taxes when due.

c. Effect of Termination

Upon termination of this Service Agreement, all rights granted to the Subscriber under this Service Agreement shall immediately terminate, including the right to access and use the Service by all of the Subscriber’s users, unless the termination is due to the Subscriber’s subscription for use of the Service under a separate service agreement. Termination of this Service Agreement shall not be construed to waive or release any claim that a party is entitled to assert at the time of such termination, and the applicable provisions of this Service Agreement shall continue to apply to such claim until it is resolved.

8. Fees

The fee (“Fee”) for use of Showcase is described in this Services Agreement such that the subscriber will be assessed a monthly user fee as determined by number of users. A user is described as one user account registered in Showcase CMS. The definition of “user” may be modified, altered, or changed by Logic, at such time Logic will provide written notice (including but not limited to email notice) to the Subscriber. Any amounts due Logic under this Agreement that are not paid within 30 days after they are due shall incur interest at the rate of 1 1/2 percent per month. The interest shall be calculated from the date payment is originally due until the date payment is made in full. Subscriber shall pay such interest, with all payments first being applied to interest and then to principal. Subscriber shall pay to Logic any legal costs Logic incurs in enforcing its rights in relation to any overdue payment.

Subscriber will manage user accounts with the Application, and Logic may amend Fees at any time based on (but not limited to) additions or deletions of user accounts in the Application. Subscriber may be subject to additional fees associated with content loading or other custom services. Such fees will be detailed in the purchase agreement.
Any increase in the Fee will take effect at such date as may be specified on the Site or in writing (including but not limited to email notice) to the Subscriber.

a. Payment

Subscriber agrees to pay fees applicable for Subscriber’s usage of the Service, and authorizes Logic (or its designated payment processor) to charge Subscriber for such Fee using the applicable payment method for such Fee.

b. Refunds

All Fees paid to Logic are nonrefundable.

c. Billing Inquiries

Subscriber may contact Logic regarding billing or other questions by calling Logic’s client service center at the telephone number on the Site, or by visiting the “Contact Us” web page on the Site.

9. Performance

Subscriber shall notify Logic’s customer service team of performance issues by email, telephone call, or issue tracking system. Logic will provide an assessment of the issue, during which time frequent communication with the Subscriber may be required to address and/or rectify performance issues. Logic will make every attempt to alleviate performance issues within its reasonable control as quickly as possible. Logic may provide the Subscriber a “credit” for service time lost, at Logic’s discretion. This is the sole and exclusive remedy for performance failure from causes within Logic’s reasonable control. Logic shall not be liable for any delay or failure to perform due to causes beyond its reasonable control.

10. Export Regulations

Subscriber will comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to the Application, and not to transfer, or encourage, assist, or authorize the transfer of the Application to a prohibited country or otherwise in violation of any applicable restrictions or regulations.

11. Reservation of Rights

The Application is the intellectual property of Logic and its licensors. The structure, organization, and code of the Application are valuable trade secrets and confidential information of Logic. The Application is protected by law, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to the Subscriber in these Terms of Use, all right, title and interest in the Application and the Services are reserved and retained by Logic and its licensors. Subscriber does not acquire any intellectual property rights or other rights in the Application as a result of downloading or using the Application.

12. Warranties and Limitations

Subscriber represents and warrants to Logic that (1) Subscriber has the right, power, and authority necessary to enter into these Terms of Use, to fully perform the obligations hereunder, and to grant the licenses set forth in sections above, (2) Subscriber will comply fully with all terms of these Terms of Use, (3) the Materials submitted to Logic by Subscriber, and Logic’s exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (4) Subscriber possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Logic as permitted hereunder, (5) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (6) all factual statements submitted by the Subscriber are accurate and not misleading. The Subscriber is liable for and will defend, indemnify, and hold harmless the Logic’s staff, employees, contractors, agents, officers, and any affiliated parties and their officers, directors, agents, and employees, from and against any liability, loss, damage, cost, or expense (including reasonable attorneys’ fees) arising out of the subscriber’s breach of any of the representations set forth in this paragraph, the Subscriber’s use of the Application, the Subscriber’s violation of the Terms of Use, the Subscriber’s violation of applicable law, or the Subscriber’s violation of any right of any person or entity, including without limitation intellectual property rights.

a. Disclaimer of Warranties

THE SERVICE AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. LOGIC DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE OR ANY OTHER ITEMS OR SERVICES OR THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE COVERED BY OR FURNISHED UNDER THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (a) OF MERCHANTABILITY, (b) OF FITNESS FOR A PARTICULAR PURPOSE, OR (c) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. LOGIC DOES NOT WARRANT THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

b. Limitation of Liability

IN NO EVENT WILL LOGIC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS SERVICE AGREEMENT, THE SERVICES, AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF LOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

a. By Subscriber

Subscriber shall indemnify and hold harmless Logic and its parent and affiliate companies, and their directors, officers, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by any third party to the extent: (a) alleging that the Content, or Subscriber’s use of the Service (if in violation of the terms of this Service Agreement), infringes upon any patent, copyright, trademark, privacy, trade secret, or other proprietary right of, or otherwise harms, any third party or breaches a contract with any third party; or (b) resulting from the failure of Subscriber to comply with its obligations under this Service Agreement or from the acts or omissions of Subscriber or its employees, agents, Account users, and affiliates, and each of the successors and assigns of the above persons or entities.

b. Defense; Procedure

For any indemnifiable claim described in this Section, at Logic’s election upon notice to Subscriber, Subscriber shall, at its expense, defend any such claim, provided that, if any settlement requires any obligation of an indemnified party, then such settlement shall require Logic’s prior written consent. Logic may assume exclusive control over the defense of any such claim at any time by not electing to have Subscriber assume responsibility for such defense or, if such election has been made, by giving notice to Subscriber of Logic’s resumption of exclusive control over such defense. If any compromise or settlement is made with respect to such claim, Subscriber shall pay all amounts in settlement of such claim.

c. By Logic.

Logic represents and warrants that Subscriber’s use of the Application and Service, in conformance with the specifications and provisions of these Terms of Use, does not infringe any valid rights of any third party.  Logic shall indemnify and hold harmless Subscriber, and its directors, officers, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by any third party alleging that the Application infringes upon any patent, copyright, trademark, privacy, trade secret, or other proprietary right of, or otherwise harms, any third party or breaches a contract with any third party.

14. Use of Third Party Services

When the Subscriber uses the Application or the Services, the Subscriber may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider, (collectively and individually, “Third Party Services”), and acknowledges that the use of those Third Party Services may be subject to the separate policies and terms of use, including fees, of one or more third parties. Third Party Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Third Party Services, the Subscriber acknowledges and agrees that Logic is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the Third Party Materials or websites. Logic does not warrant or endorse and does not assume and will not have any liability or responsibility to the Subscriber or any other person for any Third Party Services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience. The Subscriber agrees that any Third Party Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that the Subscriber will not use the proprietary content, information or materials in any way whatsoever except for permitted use of the Third Party Services.

15. Information Received and Confidentiality

The Application will provide Logic with data regarding the Subscriber’s usage of the app, including, but not limited to, content and user account information. Any information provided to us may be stored on Logic’s servers and is subject to these Terms of Use.

Unless expressly authorized in writing by the other party, neither Subscriber nor Logic shall disclose to any third party any Confidential Information of the other, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. “Confidential Information” means any non-public information and/or materials provided by a party under this Agreement to the other party and reasonably understood to be confidential, but shall not include Materials.

The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving party, (ii) is already lawfully in the receiving party’s possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena. Furthermore, Subscriber will keep in confidence all passwords and/or other access information related to the Services.

16. Entire Agreement

This Agreement represents the entire and integrated agreement between Logic and Subscriber, and supersedes all prior negotiations and/or representations. Furthermore, in the event that the effective dates of any other applicable agreement have lapsed without extension, renewal or replacement, this Agreement becomes the definitive agreement for Subscriber’s use of the Application and Services. Notwithstanding any provisions to the contrary that might be set forth in a Subscriber Purchase Order, the preprinted terms and conditions on the face and reverse side of a purchase order shall not apply to the parties and are not part of this Agreement.

17. Changes to the Service

Logic may modify, suspend, or terminate the Subscriber’s right to use part of the Application or the Services at any time without notice, and in that event Logic may modify the Application to make it inoperable. Logic will not be liable to the Subscriber should it exercise those rights.

18. Amendment

Logic may amend any of these Terms of Use at its sole discretion by posting the revised terms on the Showcase website or within the Application. The Subscriber’s continued use of the Service or the Application after any amendment’s effective date evidences its agreement to be bound by the revised terms.

19. Conflicts

The terms of these Terms of Use govern the Application and any updates or upgrades to the Application that Logic may provide that replace or supplement the original Application, unless the update or upgrade is accompanied by a separate license, in which case the terms of that license will govern. If Logic provides specific terms of use for a particular Service and there is a conflict between the specific terms of use for the particular Service and these Terms of Use, the specific terms of use for the particular Service will govern.

20. Miscellaneous

a. Relationship of Parties

Logic and Subscriber are independent contractors and this Service Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Logic and Subscriber. Subscriber shall not, and will have no power to, bind Logic or incur obligations on Logic’s behalf.

b. Assignment

Subscriber may not assign or transfer this Service Agreement without the prior written consent of Logic, and any attempted assignment without such consent will be void. Logic may assign or transfer this Service Agreement at any time. Subject to the foregoing restriction on Subscriber, this Service Agreement is binding on the parties hereto and their respective successors and permitted assigns.

c. Waiver and Severability

Logic’s failure to enforce any term or condition of this Service Agreement shall not be deemed a waiver of the right to later enforce such term or condition or any other term or condition of this Service Agreement. If any provision of this Service Agreement is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of this Service Agreement will remain in full force and effect.

d. Force Majeure

Neither party shall be liable for delays or nonperformance of this Agreement occasioned by acts of God, public enemies, civil disobedience, governmental regulations or decrees, labor disputes, unavailability of materials, equipment failure, strikes, fires, accidents, or any other causes, whether or not of the kind enumerated in this provision, that are beyond such party’s reasonable control. If performance by either party to this Agreement is delayed due to any of the foregoing causes, the delay shall not be deemed a breach under this Agreement, and this Agreement shall remain in full force and effect. If it appears that performance by either party to this Agreement will be delayed due to any of the foregoing causes, the party shall promptly notify the other party in writing stating the cause of the delay and its expected duration and shall use commercially reasonable efforts to carry out performance as soon as reasonably possible.

21. Governing Law

In the event of litigation between Logic and the Subscriber relating to this Agreement, the prevailing party will be entitled to reimbursement of reasonable attorneys’ fees and costs of suit. Michigan law will govern this Agreement. Any litigation or arbitration between Logic and the Subscriber will take place in Washtenaw County, Michigan; both parties waive any objection to personal jurisdiction or venue in any forum located in that county. If any provisions of this agreement are found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will be in full force and effect unless the un-enforceability materially diminishes the benefit of the bargain hereunder, in which case, the party whose rights have been reduced will have the option for thirty (30) days after such determination to terminate this Agreement subject to paragraph 7 of the Service Agreement.

22. Contact Information

For communications concerning these Terms of Use, please write to Logic Solutions, Inc., Attn: Showcase Terms of Use, 2929 Plymouth Road, Suite 207, Ann Arbor, MI 48105.