LAST UPDATED: AUGUST 9, 2024
The Agreement. This Modern Logic Services and Licensing Agreement (the “Agreement”) shall set forth the terms and conditions pursuant to which MODERN LOGIC, LLC (“ML”) may provide certain digital development, consulting and services, which may include software provided by ML as part or separate from the Services (collectively the “Services”; such software shall be referred to as the “APP(s)”). Each legal entity and/or person that has agreed to purchase the Services or license the Applications shall be referred to as the “User(s).”
Term; Termination; Survival. The Services to be purchased or the APP to be licensed to the User shall be described on the ML website (http://modernlogic.io, the “ML Website) or as set forth in a separate agreement between User and ML (the “Services Agreement”). The User shall agree to this Agreement by clicking on the “I Accept” button on the applicable webpage or signing the Services Agreement. The term during which the Services shall be performed, or the App licensed shall be set forth on the ML Website or the Services Agreement (the “Term”). Except as otherwise set forth in a Services Agreement, this Agreement may be terminated with or without cause by either party on thirty (30) days written notice to the other party. Upon any such termination, User will no longer have any right to access or use the Services or require ML to continue providing the Services. The following sections of this Agreement shall continue in full force and effect upon termination: ”User Data,” “Artificial Intelligence”, “Limitation of Liability”, “Indemnification” and “Other Provisions”.
Security. ML shall provide User with a user ID/password to access and use the Services. User is responsible for the security and use of each user ID/password. Each User who obtains an ID/password shall: (a) keep their user ID/password secure and confidential; and (b) not share the User ID/password with any third party.
User Data. ML does not own any data, information or material that User submits to ML in the course of using the Services, which is collected as part of the Services or created using the Services (the “User Data”). User, not ML, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data, and ML shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. The User grants ML the royalty-free, world-wide, perpetual, non-exclusive, transferable license to use, reproduce, modify, edit, publish, distribute and display such User Data through the Services. Upon termination for User breach, ML shall have no obligation to maintain or forward any User Data. User represents and warrants to ML that User Data: is original to User or that User has secured the rights to provide and use such User Data; does not contain any content that is unlawful or invasive of another’s privacy or publicity rights; or does not contain a virus or other harmful component. ML shall not disclose, provide or make available the User Data to a third party without User’s prior written approval; or make any other use of the User Data. Notwithstanding the restrictions set forth in this User Data paragraph, ML may contract with unaffiliated third parties to provide services such as customer communications, website hosting, data storage, analytics and other services. ML may provide your User Data to such third parties only to provide services that are related to the Services and the APPs and said third parties are not authorized to use User Data for any other purpose. User acknowledges that ML may compile certain general information related to the use of the Services. Notwithstanding the restrictions set forth above, User agrees that ML is authorized to use, reproduce and make User Data available to third parties in the aggregate, provided that such User Data shall not include personally identifiable information or identify User as the source of such aggregated data. Notwithstanding the provisions above, ML shall have the right during the Term to list and name User as a user of the Services (including the limited right to use User’s corporate logo).
Support. ML shall provide email-based support concerning use of the Services Monday through Friday (excluding federal holidays) from 9:00 AM to 5:00 PM (Central Standard Time; United States).
Licenses to the APP. To the extent that an APP is provided as part of the Services, ML grants the User a non-exclusive, non-transferable, revocable license to access and use the APP during the Term. Use of the APP may be limited to the specific number of users set forth on the ML Website. Except for the license granted herein, the User acquires no other rights to the APP and all right, title and interest in and to the APP shall remain with ML. The User shall not decompile, copy, disassemble, modify, decrypt, translate, extract or otherwise reverse engineer the APP. User shall not: license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the APP; modify or make derivative works based upon the APP; create Internet “links” to the APP or “frame” or “mirror” the APP on any other server or wireless or Internet-based device; or attempt to gain unauthorized access to the APP or its related systems. The Services are intended for use by Users of at least eighteen (18) years old. The Services and/or APPs may require the User to license certain third-party software (the “3rd Party Software”) and pay related license fees. ML does not provide any warranties or support for such 3rd Party Software.
Artificial Intelligence. In connection with User’s use of Services (including any portion of the Services that uses artificial intelligence), ML makes no representation or warranty about the content or images that may be generated or your ability to use and distribute such images or content. Content that is generated by artificial intelligence may not be protected by copyright. ML takes no responsibility and assumes no liability for any content that User generates, posts, sends, or otherwise makes available from using the Services. ML assumes no liability for copyright infringement. User shall be solely responsible for User content and the consequences of posting, publishing it, sharing it, or otherwise making it available, and User agrees that ML (and the Services) is only acting as a passive conduit for User’s creation of their content.
Payment /Billing. The Services shall be provided at the fee or charge set forth on the ML Website (the “Fee(s)”) or as set forth in the Services Agreement. In addition to the Fee, ML shall invoice Users for all applicable sales and use taxes. ML shall invoice User for the Fee as set forth on the ML Website or as set forth in the Services Agreement. User shall pay the Fee by credit card, debit card or Pay Pal by submitting the required payment information on the ML Website ] (the “Payment Information”) or as set forth in the Services Agreement. User hereby grants ML the right to use the Payment Information submitted by User (e.g., card/account number, expiration date and security code) to accept payment of the Fee. In addition to any other rights, ML reserves the right to suspend or terminate this Agreement and the User access to or use of the Services if User fails to pay the Fee or ML is unable to use the Payment Information to accept payment of the Fee.
Limitation of Liability. IN NO EVENT SHALL (A) ML BE LIABLE TO THE USER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, OR DATA, OR THE INABILITY TO UTILIZE THE SERVICES; AND (B) ML’S AGGREGATE LIABILITY TO THE USER EXCEED THE FEES ACTUALLY PAID BY USER IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Indemnification. User shall indemnify and hold ML and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a breach by the User of the provisions of the ”User Data”, “Licenses to the App”, “Limitation of Liability”, “Indemnification” and “Other Provisions” sections of this Agreement or User’s use of the Services.
Warranties. ML warrants to the User that the Services shall be performed in accordance with the description of the Services found on the ML Website or the Services Agreement and that the APP shall operate in substantial accordance with the functional descriptions of the APP found at the ML Website or the Services Agreement. If the Services are not so provided or APPs fail to so conform, then ML shall, as the User’s sole remedy, make a commercially reasonable effort to correct such failures. All warranty claims related to the Services (except for the APPs) must be made within thirty days of the date that the specific Services are provided. All warranty claims related to the APP must be made during the Term. These warranties to User shall be null and void if the warranty breach is due to: (a) hardware, third-party software and/or network failures; (b) modification of the of the Services or APPs by any party other than ML or (c) misuse, errors or negligence of User or its employees or agents in using the Services. ML SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ML DOES NOT WARRANT THAT (A) USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL MEET ALL OF THE USER’S REQUIREMENTS; OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED
Other Provisions. In the event that ML is unable to provide the APP or Services because of any cause reasonably beyond its control, including, without limitation, acts of God, epidemic, pandemic, quarantine or civil unrest (each a “Force Majeure Event”), such failure to provide the APP or Services shall not constitute a breach of this Agreement. User may not assign this Agreement to any person or entity without the prior written permission of ML. This Agreement or Services Agreement, along with the portions of the ML Website mentioned herein, each of which is hereby incorporated by reference, constitutes the entire understanding of the parties and supersedes all prior discussions and agreements. This Agreement may be amended by written notice to User (which may include notice by email, posting a notice on the ML Website or sending a notice when User accesses the Services or the APPs) or as set forth in the Services Agreement. Such amendments shall be effective immediately upon notice. User is responsible for reviewing the ML Website, the Services or Applications periodically for any such amendments to this Agreement. Any access to or use of the Services, the APPs or the ML Website by User after notice of amendment to this Agreement shall constitute and be deemed to be User’s agreement to such changes. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of ML to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. Either party may give notice by personal delivery or by nationally recognized expedited carrier (e.g., FedEx or DHL). Personal delivery shall be effective upon delivery; delivery by expedited carrier shall be deemed delivered forty-eight (48) hours after the notice is sent. The Agreement shall be controlled by the laws of the state of Minnesota, excluding that state’s conflict of laws’ provisions. The exclusive jurisdiction for any dispute regarding this Agreement shall be the state or federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
