| Terms and Conditions of Use |
| |
| IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN YOU |
| (HEREAFTER, "YOU" OR "YOUR") ARE ORDERING OR ACCESSING THE LISTED |
| SERVICES AND/OR SOFTWARE FROM LOGMEIN, INC. ("LMI"). These terms |
| and conditions ("Terms") govern the use and licensing by LMI of the |
| following LogMeIn® service(s) and related software: (LogMeIn Backup®, |
| LogMeIn® Central™, LogMeIn Free®, LogMeIn® Ignition™, LogMeIn IT |
| Reach®, LogMeIn® Mac, LogMeIn Pro®, LogMeIn Pro2®, LogMeIn Rescue®, |
| LogMeIn® Rescue+Mobile™, LogMeIn Hamachi®, LogMeIn Hamachi2® and |
| any other related software or services) (the "Service") and the Network |
| Console™ software (the "Software" and together with the Service, the |
| "Products"). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING |
| THE "SUBMIT" OR "ACCEPT" BUTTONS, SIGNING, USING ANY OF THE PRODUCTS OR |
| OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND |
| WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND |
| ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (THE |
| "CONTRACTING PARTY") AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY |
| TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY |
| AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION |
| OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR |
| OTHER TERMS LISTED ON A PURCHASER ORDER OR THE LIKE YOU OR THE CONTRACTING |
| PARTY MAY PROVIDE LMI AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR |
| OTHER TERMS LISTED ON SUCH PURCHASE ORDER OR THE LIKE ARE HEREBY NULL |
| AND VOID. LMI reserves the right, exercised in its sole discretion, to |
| change, modify, add, or delete portions of these Terms at any time in |
| accordance with the procedures set forth below in the section labeled |
| "Modifications". |
| |
| 1. Registration |
| |
| To use the Products, You and/or the Contracting Party may be required |
| to complete and submit a registration form ("Registration Form"). As |
| part of this registration process for, You and the Contracting Party |
| agree to: (i) provide certain limited information about Yourself and |
| the Contracting Party as prompted to do so by during the registration |
| process or thereafter by the Products (such information to be current, |
| complete and accurate) and (ii) maintain and update this information |
| as required to keep it current, complete and accurate. The information |
| requested at the time of the original signup shall be referred to |
| as registration data ("Registration Data"). You may not register for |
| any Service if You are under 18 years of age. By registering, You and |
| the Contracting Party represent to LMI that You are 18 years of age or |
| older. If LMI discovers that any of Your Registration Data is inaccurate, |
| incomplete or not current, or if LMI determines, in its sole discretion, |
| that You or the Contracting Party are not an appropriate subscriber or |
| user of the Products, LMI may terminate all rights to access, receive, use |
| and license the Products, Service and Software immediately upon notice. |
| Your and the Contracting Party's assent to these Terms constitutes your |
| express understanding and agreement that when personal data is provided |
| to LMI, such data will be processed in the United States. Any personal |
| data collected from or about users or licensees in connection with the |
| Service or Products, through the LMI website, or otherwise under these |
| Terms, will be maintained and processed in the United States by LMI or |
| a party acting on its behalf, as LMI's Services, Products and website |
| are provided via equipment and other resources located in the United |
| States. LMI's Privacy Policy describes how personally identifiable |
| information may be collected, used and disclosed. |
| |
| 2. Conduct |
| |
| You and the Contracting Party are solely responsible for the content |
| of Your computer(s) and Your LMI account and any transmissions when |
| using the Products. LMI does, however, reserve the right to take |
| any action with respect to the same that LMI in its sole discretion |
| deems necessary or appropriate. The use of the Products by You and the |
| Contracting Party is subject to the end user license terms set forth |
| herein and all applicable laws, rules and regulations, including local, |
| state, national and international laws, rules and regulations (including |
| without limitation those governing account collection, export control, |
| consumer protection, unfair competition, anti-discrimination or false |
| advertising). You and the Contracting Party agree: (i) to comply with |
| all applicable laws, rules and regulations, including local, state, |
| national and international laws, rules and regulations (including |
| without limitation those governing account collection, export control, |
| consumer protection, unfair competition, anti-discrimination or false |
| advertising); (ii) not to post, distribute, or otherwise make available |
| or transmit any software or other computer files that contain a virus, |
| trojan horse, worm or other harmful or destructive component; (iii) not |
| to use the Products for any illegal purposes; (iv) not to delete from |
| the Products, Software, documentation or any web site used in connection |
| with the Products, any legal notices, disclaimers, or proprietary notices |
| such as copyright or trademark notices, or modify any logos that You or |
| the Contracting Party do not own or have express permission to modify; |
| (v) not to interfere or disrupt networks connected to the Service; (vi) |
| not to use the Products to infringe any third party's copyright, patent, |
| trademark, trade secret or other proprietary rights or rights of publicity |
| or privacy; and (vii) not to transmit any unlawful, harassing, libelous, |
| defamatory, racist, indecent, abusive, violent, threatening, intimidating, |
| harmful, vulgar, obscene, offensive or otherwise objectionable material |
| of any kind or nature. You and the Contracting Party will not attempt |
| to gain unauthorized access to other computer systems or interfere with |
| another user's use and enjoyment of the Products. The Contracting Party |
| agrees it is responsible for all actions and inactions of its employees |
| and consultants and will use commercially reasonable efforts to monitor |
| its employees and consultants. |
| |
| 3. Modifications |
| |
| LMI may amend these Terms at any time by (i) posting a revised Terms |
| document on or accessible through https://secure.logmein.com and/or (ii) |
| sending information regarding the Terms amendment to the email address |
| You may be required to provide to LMI. You and the Contracting Party are |
| responsible for regularly reviewing the https://secure.logmein.com site |
| to obtain timely notice of such amendments. You and the Contracting Party |
| manifest intent to accept these amended terms if You or the Contracting |
| Party continues to use any of the Products after such amended terms |
| have been posted or sent to You or the Contracting Party. If You or the |
| Contracting Party do not agree with any such amended terms You shall |
| notify LMI during the 30 day period after such amended terms have been |
| posted and at the end of such 30 day period these Terms shall be deemed |
| terminated unless LMI agrees to waive such amended terms to which You |
| object. Otherwise, these Terms may not be amended except in writing signed |
| by both parties. Further, LMI reserves the right to modify or discontinue |
| any Product for any reason or no reason with or without notice to You or |
| the Contracting Party. LMI shall not be liable to You or the Contracting |
| Party or any third party should LMI exercise its right to revise these |
| Terms or modify or discontinue a Product. |
| |
| 4. Passwords and Security |
| |
| 4.1 As part of the registration process described above for each Service |
| with the exception of LogMeIn Hamachi or LogMeIn Hamachi2 services, |
| You and the Contracting Party must use Your email address as Your |
| user name and choose a password for access to Your account and to Your |
| designated computers (You should choose a password for the Service that |
| is different from the username and password to Your computer). You |
| and the Contracting Party agree to carefully safeguard all of Your |
| passwords. You and the Contracting Party are solely responsible if |
| You or the Contracting Party do not maintain the confidentiality of |
| Your passwords and account information. Furthermore, You and the |
| Contracting Party are solely responsible for any and all activity |
| that occurs under Your account. You and the Contracting Party agree |
| immediately to notify LMI of any unauthorized use of Your account or |
| any other breach of security known to You or the Contracting Party, |
| including if You or the Contracting Party believe that Your password or |
| account information has been stolen or otherwise compromised. Access to, |
| and use of, password-protected and/or secure aspects of the Service is |
| restricted to authorized users only. Unauthorized individuals attempting |
| to use the Service may be subject to prosecution. 4.2 LMI is not liable |
| for any loss incurred by You or the Contracting Party, resulting from |
| another's use of Your password, account, or public / private key, |
| as may be applicable, either with or without Your knowledge. However, |
| You and the Contracting Party may be held liable for losses incurred by |
| LMI or another party due to another's use of Your password, account, |
| or public / private key, as may be applicable, either with or without |
| Your knowledge. You and the Contracting Party shall not access or use |
| someone else's account at any time, without the permission of the account |
| holder. 4.3 LMI does not send emails asking for a user's username and |
| password or its Windows username and password or any other username or |
| password. To keep the Products secure, You and the Contracting Party |
| should keep all usernames and passwords confidential. |
| |
| 5. End User License Agreement |
| |
| These end user license terms grant a right and license allowing You and |
| the Contracting Party to use the Software and other software associated |
| with the Service (together, the "Licensed Programs") under certain |
| restrictions, terms and conditions (the "License Agreement"). You and the |
| Contracting Party are consenting to be bound by this License Agreement |
| by your use of the Products. |
| |
| 5.1 The Licensed Programs are made available for download solely |
| for use by You and the Contracting Party and only according to this |
| License Agreement. Any reproduction, resale or redistribution of |
| the Licensed Programs that is not in accordance with this License |
| Agreement is expressly prohibited, and may result in severe civil and |
| criminal penalties. Violators will be prosecuted to the maximum extent |
| possible. LMI is not transferring title to the Licensed Programs to You |
| or the Contracting Party. This license may not be transferred by You or |
| the Contracting Party to any third party and is non-exclusive. |
| |
| 5.2 You and the Contracting Party acknowledge that the Licensed Programs |
| are proprietary to LMI or its suppliers and are protected by copyrights, |
| trademarks, service marks, patents and/or other proprietary rights and |
| laws. Therefore, You and the Contracting Party agree that You and the |
| Contracting Party are only permitted to use the Licensed Programs as |
| expressly authorized by LMI and this License Agreement. You and the |
| Contracting Party may not remove any proprietary notices or labels |
| from the Licensed Programs. You may copy the Licensed Programs for |
| archival purposes only, provided any copy must contain all original |
| proprietary notices. You and the Contracting Party may not alter, modify, |
| redistribute, sell, auction, decompile, reverse engineer, disassemble or |
| otherwise reduce the Licensed Programs to a human-readable form. You and |
| the Contracting Party may not reproduce (except for archival purposes), |
| distribute or create derivative works based on the Licensed Programs |
| without expressly being authorized in writing to do so by LMI. Further, |
| You and the Contracting Party may not rent, lease, grant a security |
| interest in or otherwise transfer rights to the Licensed Programs. All |
| rights not expressly granted in this License Agreement are reserved to |
| LMI and its suppliers. |
| |
| 5.3 ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH |
| THE SERVICE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY |
| LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE |
| INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM, |
| OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LMI. YOU, THE |
| CONTRACTING PARTY AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO |
| MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY |
| MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE. |
| |
| 6. Disclaimer of Warranties |
| |
| 6.1 Although LMI has attempted to provide accurate information with |
| regard to the Products, LMI assumes no responsibility for the accuracy |
| or inaccuracy of any information provided. LMI may change the Products |
| at any time without notice. Mention of non-LMI products or services is |
| for information purposes only and constitutes neither an endorsement nor |
| a recommendation. Use of the Products is at the Your and the Contracting |
| Party's risk. |
| |
| 6.2 ALL INFORMATION, DOCUMENTATION AND PRODUCTS PROVIDED BY LMI ARE |
| PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED |
| OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES |
| OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR |
| NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE |
| PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMI EXPRESSLY DISCLAIMS |
| ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH |
| RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, |
| CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. LMI MAKES NO |
| WARRANTY THAT THE PRODUCTS WILL MEET YOUR OR THE CONTRACTING PARTY'S |
| REQUIREMENTS OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY OR |
| ERROR FREE, NOR DOES LMI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY |
| BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER |
| INFORMATION OBTAINED THROUGH THE PRODUCTS. YOU AND THE CONTRACTING |
| PARTY UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR |
| OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT YOUR OWN |
| RISK AND THAT YOU AND THE CONTRACTING PARTY WILL BE SOLELY RESPONSIBLE |
| FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS |
| FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR |
| OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS |
| REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PRODUCTS, |
| WHETHER MADE BY EMPLOYEES OF LMI OR OTHERWISE, WHICH IS NOT CONTAINED IN |
| THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY LMI FOR ANY PURPOSE, |
| OR GIVE RISE TO ANY LIABILITY OF LMI WHATSOEVER. |
| |
| 7. Limitations of Damages and Liability |
| |
| 7.1 YOU AND THE CONTRACTING PARTY AGREE THAT THE CONSIDERATION WHICH LMI |
| IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION |
| BY LMI OF THE RISK OF YOUR AND THE CONTRACTING PARTY'S INCIDENTAL, |
| CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. LMI AND ITS SUPPLIERS SHALL NOT |
| BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT |
| DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS |
| OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR |
| DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO |
| CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LMI BE |
| LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE |
| INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF LMI OR ITS |
| SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND |
| THE CONTRACTING PARTY AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST LMI OR |
| ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, |
| OR EMPLOYEES. |
| |
| 7.2 YOU AND THE CONTRACTING PARTY EXPRESLY AGREE THAT YOUR USE OF THE |
| PRODUCTS IS AT YOUR OWN RISK. IN NO EVENT SHALL LMI'S TOTAL LIABILITY FROM |
| ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR |
| OTHERWISE) EXCEED THE AMOUNT YOU PAID TO LMI, IF ANY, FOR THE PRODUCTS |
| DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE |
| LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE |
| LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. |
| |
| 7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND |
| CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING |
| AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) |
| SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS. |
| |
| 8. Title |
| |
| Title, ownership rights and intellectual property rights in the Products |
| shall remain with LMI or its suppliers, as applicable. The Products |
| are protected by copyright and other intellectual property laws and |
| by international treaties. Title and related rights in the content |
| accessed through the Products is the property of the applicable content |
| owner and is protected by applicable law. The licenses granted under |
| these Terms gives the You and the Contracting Party no rights to such |
| content. "LogMeIn," associated logos, and other names, logos, icons and |
| marks identifying LMI's products and services are trademarks or service |
| marks of LMI (collectively the "Trademarks") and may not be used without |
| the prior written permission of LMI. All other product names mentioned |
| are used for identification purposes only and may be trademarks or |
| service marks of their respective holders. Nothing should be construed |
| as granting, by implication, estoppel, or otherwise, any license or right |
| to use any Trademark without the written permission of LMI or such third |
| party that may own the trademarks. Use by You and the Contracting Party of |
| the Trademarks except as provided in these Terms is strictly prohibited. |
| |
| 9. Fees and Renewals |
| |
| 9.1 Month-to-Month Subscription by Credit Card Only. In the event that |
| Your subscription to the Service is on a monthly basis, payment of the |
| subscription fee will be by preauthorized credit card charge, PayPal |
| charge or direct debit, and Your subscription will automatically renew |
| each calendar month unless You or LMI give written (including email) |
| notice of non-renewal during the prior calendar month. Your credit card |
| will be charged the monthly fee for each month or partial month that |
| Your monthly subscription is in effect. |
| |
| 9.2 Annual Subscription by Credit Card. In the event that Your |
| subscription to the Service is for a year and the payment is by credit |
| card, PayPal charge or direct debit, Your subscription will automatically |
| renew at the beginning of each subsequent anniversary year unless You or |
| LMI give prior written (including email) notice of non-renewal at least |
| 30 days prior to the expiration of Your current year subscription. Upon |
| any annual renewal, the payment arrangements in place for the prior |
| subscription year shall remain in place, unless You and LMI agree |
| otherwise. |
| |
| 9.3 Annual Subscription By Invoice. In the event that Your subscription |
| to the Service is for a year and the initial payment is by check or bank |
| draft against an invoice from LogMeIn, payment being due within thirty |
| (30) days' of the date of invoice. Additionally, Your subscription will |
| automatically renew at the beginning of each subsequent anniversary |
| year unless You or LMI give prior written (including email) notice |
| of non-renewal at least thirty (30) days prior to the expiration of |
| the current year subscription. Upon any annual renewal, the payment |
| arrangements in place for the prior subscription year shall remain |
| in place, unless You and LMI agree otherwise and LMI will invoice you |
| accordingly. |
| |
| 9.4 Free Subscriptions. Notwithstanding the foregoing provisions of these |
| Terms, Your subscription to LogMeIn Free and to LogMeIn Hamachi or LogMeIn |
| Hamachi2 that are free do not require the payment of a subscription fee. |
| |
| 9.5 No Cancellation. Notwithstanding any provision of these Terms or any |
| course of dealing between the parties, You and the Contracting Party |
| may not cancel, terminate or rescind a subscription. All payments by |
| You and the Contracting Party, or either of you, to LMI are final. |
| |
| 9.6 Credit Card Authorization. In the event that You or the Contracting |
| Party cancel the credit card provided to LMI or the card is otherwise |
| terminated, You or the Contracting Party must immediately provide LMI with |
| a new valid credit card number. You and the Contracting Party authorize |
| LMI, from time to time, to undertake steps to determine whether the |
| credit card number provided to LMI is a valid credit card number. In the |
| event that You or the Contracting Party do not provide LMI with a current |
| valid credit card number with sufficient credit upon request during the |
| effective period of these Terms, You and the Contracting Party will be |
| in violation of these Terms. LMI reserves the right to automatically |
| update Your or the Contracting Party’s credit card information using |
| software designed for updating purposes and You and the Contracting |
| Party hereby authorize and approve any such updating. |
| |
| 9.7 Payment via PayPal®. LMI also accepts PayPal for payments from PayPal |
| account. In order to pay with PayPal, You or the Contracting Party need |
| to have an account with PayPal. When You or the Contracting Party select |
| PayPal to make payments the transaction is re-directed from LMI's site |
| to PayPal's payment site. Once directed to PayPal's site, PayPal is |
| charged with protecting Your and the Contracting Party's personal and |
| financial information. Your or the Contracting Party's PayPal account |
| and any activities related thereto are governed by PayPal's terms and |
| conditions, and the information provided to PayPal in relation thereto |
| will be governed by PayPal's privacy policy. When PayPal is used, Your |
| and the Contracting Party's financial information is not shared with |
| LMI. Once payment is complete via PayPal, PayPal will email a receipt |
| for this transaction. LMI reserves the right to request proof of identity |
| from any PayPal member. |
| |
| 9.8 SMS Messaging. If You or the Contracting Party are licensing |
| Rescue+Mobile pursuant to this agreement, You and the Contracting |
| Party are entitled to a combined maximum of one hundred (100) SMS text |
| messages per seat, per month of this agreement. If You or the Contracting |
| Party exceed this combined maximum amount per seat, per month, You |
| and the Contracting Party agree to negotiate in good faith with LMI a |
| commercially reasonable rate per text message over one hundred (100) |
| per seat, per month. |
| |
| 9.9 Payment Due. Unless specifically provided otherwise herein, payment |
| of all fees are due and payable to LMI without demand, invoicing or |
| notice before the commencement of the period to which those fees apply. |
| |
| 9.10 Taxes. You and the Contracting Party agree to be responsible for |
| and to pay any sales, personal property, use, VAT, excise, withholding, |
| or any other taxes that may be imposed, based on this license, use or |
| possession of a Product, or any other product or service provided under |
| this Agreement, excluding taxes based on net income payable by LMI. |
| |
| 9.11 Trial Offers, Coupons, Credits and Special Offers. LMI reserves |
| the right to discontinue or modify any coupons, credits and special |
| promotional offers at our discretion. |
| |
| 9.12 Information Purge. If You or the Contracting Party fail to make |
| required payments regarding your account or in any other way breach these |
| Terms or these Terms are terminated or expire, LMI may, at its discretion, |
| purge Your or the Contracting Party’s data from its systems, including |
| but not limited to, account information, users, settings, and any data |
| (files, etc.) that may be stored by LMI. |
| |
| 9.13 LogMeIn Hamachi Subscription. LogMeIn Hamachi and LogMeIn |
| Hamachi2 are licensed using two distinct methods based on status as |
| a commercial or non-commercial user. Commercial users are defined |
| as for-profit businesses, government institutions (federal, state, |
| local), educational institutions (including universities and state or |
| local school systems), any individuals using the product on behalf |
| of such entities or institutions and any other individual or entity |
| not specifically defined as a "Non-commercial user". Non-commercial |
| users are defined as individuals using the product for personal use, |
| such as a gaming or family network, and non-profit institutions |
| (as defined by the IRS as a 501c corporation or similarly situated |
| international non-profits). Commercial users must pay LMI a monthly or |
| annual subscription fee in accordance with the terms hereof in order to |
| use LogMeIn Hamachi or LogMeIn Hamachi2. Non-commercial users may use |
| LogMeIn Hamachi or LogMeIn Hamachi2 free of charge and without the need |
| to pay any subscription fee. Prior to subscribing to LogMeIn Hamachi |
| or LogMeIn Hamachi2, You/the Contracting Party will be asked to verify |
| status as a commercial or non-commercial user. All final determinations |
| shall be made by LMI in its sole discretion. LMI reserves the right, |
| in accordance with its terms and conditions of use, to discontinue any |
| subscription to LogMeIn Hamachi or LogMeIn Hamachi2. |
| |
| 10. Termination |
| |
| LMI may in its sole discretion immediately terminate these Terms and this |
| subscription, license and right to use any Product if (i) the Contracting |
| Party declares bankruptcy, is involved in any bankruptcy proceedings or |
| is otherwise insolvent, (ii) You or the Contracting Party breach these |
| Terms; (iii) LMI is unable to verify or authenticate any information You |
| provide to LMI; (iv) such information is or becomes inaccurate; or (v) LMI |
| decides, in its sole discretion, to discontinue offering the Product. LMI |
| shall not be liable to You, the Contracting Party or any third party for |
| termination of the Service or use of the Products. Upon expiration or |
| termination for any reason, You and the Contracting Party are no longer |
| authorized to use the Products. When these Terms are terminated and/or |
| the subscription is canceled, You and the Contracting Party will no longer |
| have access to data and other material You or the Contracting Party have |
| stored in connection with any Service and that material may be deleted |
| by LMI. All disclaimers, limitations of warranties and damages, and |
| confidential commitments set forth in these Terms or otherwise existing |
| at law survive any termination, expiration or rescission of these Terms. |
| |
| 11. Maintenance and Updates |
| |
| You understand that LMI may update the Products at any time, but is under |
| no obligation to inform You or the Contracting Party of or furnish to |
| You or the Contracting Party any such updates. These Terms do not grant |
| You or the Contracting Party any right, license or interest in or to |
| any support, maintenance, improvements, modifications, enhancements |
| or updates to the Products or supporting documentation. To the extent |
| that LMI supplies any updates to You or the Contracting Party, such |
| updates will be deemed to be subject to the terms of these Terms unless |
| LMI indicates otherwise. LMI reserves the right to charge fees for any |
| future versions of, or updates to, the Products. |
| |
| 12. Export Law Assurances |
| |
| The Products are subject to the United States Export Administration |
| Regulations. No Software or Service may be downloaded, used or exported |
| (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, |
| Syria, or any other country to which the United States has embargoed |
| goods; or (ii) any person or entity on the United States Treasury |
| Department's list of Specially Designated Nationals or the U.S. Commerce |
| Department's Denied Persons List or Entity List, or otherwise designated |
| as prohibited from receiving U.S. exports. By subscribing to the Service |
| or using any of the Software, You and the Contracting Party represent |
| and warrant that you and it are not- and are not controlled by - any |
| such person or entity and are not controlled by a national or resident |
| of any such country. |
| |
| 13. High Risk Activities |
| |
| The Products are not fault-tolerant and are not designed, manufactured |
| or intended for use or resale as or with on-line control equipment in |
| hazardous environments requiring fail-safe performance, such as in the |
| operation of nuclear facilities, aircraft navigation or communication |
| systems, air traffic control, direct life support machines or weapon |
| systems in which the failure of the Products could lead directly to death, |
| personal injury or severe physical or environmental damage ("High Risk |
| Activities"). Accordingly, LMI and its suppliers specifically disclaim |
| any express or implied warranty of fitness for High Risk Activities. |
| |
| 14. Miscellaneous |
| |
| 14.1 These Terms represents the complete agreement concerning the subject |
| matter of the Terms and license granted hereunder and, except as set forth |
| herein, may be amended only by a writing executed by both parties. You and |
| the Contracting Party understand and agree that You and the Contracting |
| Party are solely responsible for periodically reviewing these Terms. |
| |
| 14.2 These Terms shall be governed by and construed in accordance with |
| the laws of the Commonwealth of Massachusetts and the laws of the |
| United States, without giving effect to any principles of conflict |
| of law. You and the Contracting Party agree that any action at law |
| or in equity arising out of or relating to these Terms shall be filed |
| only in the state or federal courts located in Boston, Massachusetts, |
| and You and the Contracting Party hereby consent and submit to the |
| personal jurisdiction of such courts for the purposes of litigating |
| any such action. The parties specifically disclaim applicability of (i) |
| the United Nations Convention on the Sale of Goods and (ii) any Incoterms. |
| |
| 14.3 If any of the provisions of these Terms shall be unlawful, void, |
| or for any reason unenforceable, then that provision shall be deemed |
| severable from these Terms and shall not affect the validity and |
| enforceability of any remaining provisions. |
| |
| 14.4 LMI shall have the right to publish the identification of You and |
| the Contracting Party as users of the Service. You and the Contracting |
| Party agree that LMI may use any logo and/or name associated with You |
| or the Contracting Party on LMI's web site and other marketing materials |
| in order to identify You and the Contracting Party as LMI's customers. |
| |
| 14.5 Notices by LMI to You or the Contracting Party may be sent to |
| the email address You provide on the Registration Form or otherwise by |
| any means that LMI determines in its sole discretion as likely to come |
| to Your attention. All notices by You or the Contracting Party sent to |
| LMI in connection with these Terms shall be in writing and sent by first |
| class mail or certified mail (receipt being deemed 72 hours after postage |
| and return receipt requested) or personally delivered at the address of |
| LMI set forth herein. |
| |
| 14.6 You and the Contracting Party agree not to bring or participate |
| in any class action lawsuit against LMI or any of its employees or |
| affiliates. You and the Contracting Party agree that you will not bring a |
| claim under these Terms more than two years after the expiration of these |
| Terms. The failure of LMI to partially or fully exercise any right shall |
| not prevent the subsequent exercise of such right. The waiver by LMI of |
| any breach shall not be deemed a waiver of any subsequent breach of the |
| same or any other term of these Terms. No remedy made available to LMI |
| by any of the provisions of these Terms is intended to be exclusive of |
| any other remedy, and each and every remedy shall be cumulative and in |
| addition to every other remedy available at law or in equity. |
| |
| 14.7 You and the Contracting Party acknowledge and agree that LMI is |
| in the business of providing remote access solutions and that LMI may |
| provide services to third parties, including competitors of You and the |
| Contracting Party, which are the same or similar to the services provided |
| to You and the Contracting Party hereunder. |
| |
| 15. Indemnification |
| |
| You and the Contracting Party are responsible for maintaining the |
| confidentiality of Your account and password(s). You and the Contracting |
| Party are also responsible for all activities that occur under Your |
| account. You and the Contracting Party hereby agree to indemnify, defend |
| and hold LMI and its affiliates, employees, officers, directors, owners, |
| information providers, agents, licensees, licensors (the "Indemnified |
| Parties") harmless from and against any and all liabilities, claims, |
| costs, including reasonable attorneys' fees, incurred by the Indemnified |
| Parties in connection with any demand, claims, action, suit, or loss |
| arising as a result of (a) any breach by You or the Contracting Party of |
| these terms of use or claims arising from Your or the Contracting Party's |
| account; (b) any fraud or manipulation by You or the Contracting Party; |
| (c) a third-party claim, action or allegation of infringement based |
| on information, data, files or other content submitted by You or the |
| Contracting Party; or (d) any claims of credit card fraud based on |
| any information released by You or the Contracting Party. You and the |
| Contracting Party agree to use best efforts to cooperate with LMI in the |
| defense of any demand, claim, action or suit. LMI reserves the right to |
| assume the exclusive defense of any matter subject to indemnification |
| by You and the Contracting Party at LMI's own expense. |
| |
| 16. Confidentiality |
| |
| You and the Contracting Party shall maintain the confidentiality of |
| information that has been, and will continue to be, provided to You by |
| LMI in connection with the use of the Products. You and the Contracting |
| Party specifically agree as follows: |
| |
| 16.1 Obligations. You and the Contracting Party shall (a) maintain |
| in confidence all such information, including but not limited to the |
| Software and Products, (b) not disclose any such information to anyone |
| except Your employees, agents, and consultants on a need-to-know basis |
| (and who have been informed of and acknowledge their obligation to be |
| bound by the terms of these confidentiality terms), and (c) not use LMI's |
| confidential information for any purpose other than that for which it is |
| disclosed. All confidential information shall remain the sole property |
| of LMI. You and the Contracting Party shall have no right, title, or |
| interest in or to the confidential information. |
| |
| 16.2 Confidential Information. Information considered confidential by |
| LMI includes, without limitation, information of LMI relating to (a) |
| matters of a technical nature such as trade secret processes or devices, |
| know-how, data, formulas, inventions (whether or not patentable or |
| copyrighted), specifications and characteristics of products or services |
| planned or being developed, and research subjects, methods and results, |
| (b) matters of a business nature such as information about costs, |
| profits, pricing, policies, markets, sales, suppliers, customers, |
| product plans, and business concepts, plans or strategies, (c) matters |
| of a human resources nature such as employment policies and practices, |
| personnel, compensation and employee benefits, (d) other information of |
| a similar nature not generally disclosed by LMI to the public or other |
| information You or the Contracting Party should reasonably believe the |
| be confidential given the circumstances, (e) information concerning Your |
| use of the Products, and (f) the Products. |
| |
| 16.3 Exclusions. The obligations imposed by these confidentiality terms |
| shall not apply to any information that (a) is proven by You to have |
| been rightfully received from a third party without accompanying use |
| or disclosure restrictions; or (b) is or becomes generally publicly |
| available through no wrongful act of You or the Contracting Party or |
| any other person or entity with a confidentiality obligation; or (c) |
| is already known to You prior to the date of disclosure as evidenced by |
| documentation bearing a date prior to the date of disclosure; or (d) is |
| approved for release in writing by an authorized representative of LMI; or |
| (e) is required to be disclosed pursuant to court order, duly authorized |
| subpoena, or governmental authority (but You or the Contracting Party |
| shall immediately give LMI written notice and an opportunity to contest |
| such required disclosure). |
| |
| 16.4 Remedies. The parties agree that the remedy at law for any breach of |
| any of the covenants and agreements set forth in these confidentiality |
| terms may be inadequate and that, in the event of any such breach or |
| threatened breach, LMI shall, in addition to all other remedies which may |
| be available to it at law, be entitled to equitable relief in the form of |
| preliminary and permanent injunctions without the necessity of proving |
| damages. You and the Contracting Party further agree that the terms of |
| these confidentiality terms shall in no way restrict or limit any other |
| remedies LMI may have against You and the Contracting Party. LMI shall |
| be entitled to recover the costs including reasonable attorney's fees, |
| to enforce its rights under these confidentiality terms. |
| |
| 16.5 Return of Confidential Information. Upon the written request of |
| LMI, You and the Contracting Party shall return, or certify that it |
| has destroyed, all information disclosed under these confidentiality |
| terms and any memorandum, diagrams, or any other documents containing |
| any information disclosed under these confidentiality terms. |
| |
| 16.6 Enforceability. In the event any one or more of the provisions of |
| these confidentiality terms shall be invalid, illegal or unenforceable in |
| any respect, the validity, legality and enforceability of the remaining |
| provisions contained herein shall not in any way be affected or impaired |
| thereby. |
| |
| 16.7 Application. This Confidentiality Agreement shall control in lieu of |
| and notwithstanding any proprietary or restrictive legends or statements |
| inconsistent with these confidentiality terms that may be associated |
| with any particular information disclosed hereunder. |
| |
| 16.8 Surviving Obligations. The confidentiality obligations under these |
| Terms shall survive any termination, expirations, or rescission of |
| these Terms, as well as continue beyond any time in which You or the |
| Contracting Party were using the Service. |
| |
| 17. Force Majeure |
| |
| No party shall be liable for any performance failure, delay in |
| performance, or lost data under these Terms (other than for delay in |
| the payment of money due and payable hereunder) to the extent said |
| failures or delays are proximately caused by (i) failures of Software |
| or other computer programming, (ii) natural weather events, or (iii) |
| any other causes beyond that party's reasonable control and occurring |
| without its fault or negligence, including, without limitation, failure |
| of suppliers, subcontractors, and carriers, or party to substantially |
| meet its performance obligations under these Terms, provided that in |
| any such event, as a condition to the claim of non-liability, the party |
| experiencing the difficulty shall give the other prompt written notice, |
| with full details following the occurrence of the cause relied upon. |
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