Relogix End User License Agreement

Relogix End User License Agreement 

This End User License Agreement ( “Agreement”) is between Relogix Inc., a Canadian corporation (“Relogix”, “We”, or “our”) and yourself, the End User (the “End User”, “You”, or “Your”). 

Relogix offers a proprietary hardware and software solution which provides customers with workplace data analytics through SaaS services (“Services”). Prior to gaining access to the Services You are required to either accept or reject this Agreement.  By clicking on the “I accept” button at the bottom of this Agreement you will indicate your agreement and that of Your employer or entity which engaged You to be bound by this Agreement (“Relogix Customer”).  You represent and warrant that You have the authority to bind the Relogix Customer.  If You choose not to, or You click “I reject”, You will not be able to gain access to the Services.  

• You must provide accurate and complete registration information any time You register to use the Services.
• You are responsible for the security of Your passwords and for any use of Your account.
• Your use of the Services must comply with all applicable laws, regulations and ordinances.
• You agree to not engage in any activity that actually or potentially interferes with or disrupts the Services.
• You may not allow multiple people to use the same account or otherwise access the Services in a manner intended to avoid incurring fees.
• You may not use the Services if You are a person barred from receiving the Services under the laws of Canada, the United States or other countries, including the country in which You are resident or from which You use the Services.

The Services is subject to the privacy policy for the Services available at https://www.relogix.com (the “Privacy Policy”), which is hereby expressly incorporated into this Agreement by reference and agreed to by You. You consent to the use of Your data by Relogix in accordance with Relogix’ s Privacy Policy and compliance with applicable privacy and data protection laws. 

• The Services may be provided to You for evaluation without charge subject to certain limits or for a certain “trial” period of time.  Such use may be governed by another agreement in place with Relgoix but nevertheless it is also governed by this Agreement.
• Usage over this limit (or after the “trial” period) requires the purchase of the Services for a fee.

You may choose to or we may invite You to submit comments or ideas about the Services, including but not limited to ideas about improving the Services or our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place Relogix under any fiduciary or other obligation, and that we are free to use the Idea and all associated intellectual property rights without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. 

Either party may disclose proprietary and other confidential information to each other in connection with this Agreement.   As used herein, “Confidential Information” means information belonging to one of the parties, including the Relogix Customer, that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposals and presentations, pricing, discounts, security, data and privacy information, patents, inventions, copyright, trade secrets, know-how; designs, processes or formulae, software code, market or sales information or plans; information regarding end users, suppliers and licensors, business plans, prospects and opportunities. Confidential Information excludes information that (i) is or becomes publicly known through lawful means; (ii) is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties both understand and agree that Confidential Information shall be kept confidential by the other at all times. Each party agrees to use a reasonable degree of care in protecting Confidential Information disclosed to it in connection with this Agreement. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the duration of the applicable subscription period or at any time thereafter, except as required in connection with this Agreement, as consented to in writing beforehand by the other party, or as required by law. 

You acknowledge and agree that the Services may change from time to time without prior notice to You provided that the change does not materially affect the conduct of Relogix Customer’s business. Changes include changes to security patches, added or removed functionality, and other enhancements or restrictions. 

Relogix shall not be liable to You, the Relogix Customer or to any third party for any modification, suspension or discontinuance of the Services. 

The Services may include hyperlinks to other web sites or content or resources or email content. You acknowledge and agree that Relogix is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 

As between Relogix and Relogix’s Customer, Relogix’s Customer shall own all rights in its business data. Relogix owns all intellectual property rights in the Services.  You acknowledge that the Services and any underlying technology or software used in connection with the Services contain our proprietary information, that Relogix maintains ownership thereof at all time, and that neither You nor the Relogix Customer obtains any ownership rights therein, except for this end user license provided by this Agreement to use the Services as described herein, in return for the applicable fee paid by Relogix’s Customer. 

Subject to and conditioned upon Your compliance with this Agreement, we grant to You and Relogix’s Customer a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the access to the software provided to You by Relogix, if any, as part of the Services as provided to You by Relogix. This license is for the sole purpose of enabling You and the Relogix Customer to use and enjoy the benefit of the Services as provided by Relogix, in the manner strictly permitted by this Agreement. 

You may not (and You may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services and underlying software, or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by Relogix., in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Services. 

You may not use the Services in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other users’ use or enjoyment of the Services. 

You may not attempt to gain unauthorized access to the Services, member accounts, or computer systems or networks, through hacking, password mining or any other means. 

Without limiting anything else contained herein, You agree that You shall not (and You agree not to allow any third party to): 

remove any notices of copyright, trademark or other intellectual property or proprietary rights contained in/on or accessible through the Services or in any content or other material obtained via the Services; 

use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Services; 

use the Services for commercial purposes not permitted under this Agreement; 

create user accounts by automated means or under false or fraudulent pretenses; 

attempt to defeat any security or verification measure relating to the Services; 

provide or use tracking or monitoring functionality in connection with the Services, including, without limitation, to identify other users’ actions or activities; 

impersonate or attempt to impersonate Relogix or any employee, contractor or associate of Relogix, or any other person or entity; or 

collect or store personal data about other users in connection with the prohibited activities described in this paragraph. 

You and the Relogix Customer may be entitled to such standard technical support services as Relogix offers to its customers at the then current time. 

Relogix undertakes to maintain appropriate technical and organizational security measures in accordance with applicable law and best industry practice in providing the Services.  Relogix will use reasonable efforts to see to it that such anti-virus software or programs are: (a) regularly updated, actively running, and capable of generating audit logs; (b) deployed on systems commonly affected by viruses; and (c) deployed on systems used to access or store business data. Relogix regularly utilizes secure software development practices throughout the development lifecycle, including but not limited to security requirements definition, security architecture design, security code reviews, and penetration testing.  

Relogix expressly warrants that: (1) it owns or controls the Services, the content available on or through the Services, and the software that is part of the Services; and (2) it has the authority to grant You and Relogix’s Customer the license rights conveyed herein.   

IF YOU ACCESS THE SERVICES, YOU AND THE RELOGIX CUSTOMER DO SO AT YOUR OWN RISK. WE PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO IMPLIED REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, OR FIT FOR A PARTICULAR PURPOSE OR NEED. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR OR THE RELOGIX CUSTOMER’S REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU OR THE RELOGIX CUSTOMER WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. RELOGIX DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICES WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL RELOGIX, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR, OR THEIR, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES, BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. 

EXCEPT FOR INDEMNIFICATION CLAIMS IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU OR THE RELOGIX CUSTOMER FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, SUITS JUDGMENTS, LITIGATION COSTS AND ATTORNEYS’ FEES (“CLAIMS”) RELATING TO OR ARISING OUT OF YOUR OR ITS USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, THAT THE RELOGIX CUSTOMER PAID TO UTILIZE THE SERVICES. EXCEPT FOR BREACH OF CONFIDENTIALITY.   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF THE PARTY WHO IS LIABLE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME PROVINCES, STATES, COUNTRIES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 

You and the Relogix Customer agree to defend, hold harmless and indemnify Relogix, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to (a) breach of this Agreement by either of You, (b) Your or its use of the Services other than as contemplated herein, or (c) Your or its violation of applicable laws, rules or regulations in connection with the Services. 

As a condition to any right to indemnification under this Agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding (provided that the failure of the party to provide prompt written notice of any such claim shall not relieve the other party from its indemnification obligations hereunder unless the other party is materially prejudiced thereby), (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. 

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the Province of Ontario as applied to contracts made and performed entirely within Ontario, without giving effect to any conflicts of laws’ statutes. Any controversy, dispute or claim arising out of or related to this Agreement shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the Province of Ontario, pursuant to the Arbitration Act (Ontario). Any and all disputes that You may have with Relogix shall be resolved individually, without resort to any form of class action. 

This Agreement, including the Privacy Policy, constitute the whole legal agreement between You and Relogix and govern Your use of the Services and completely replace any prior agreements between You and Relogix in relation to the Services. 

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. 

The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. 

Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. 

You may not assign or otherwise transfer this Agreement without Relogix’s prior written consent.