Terms of Trial

EVALUATION AGREEMENT Logotec TERMS OF USE: SELECTING THE "I Agree" OPTION DISPLAYED AS PART OF THE SIGN-UP PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE AND EVALUATION OF LOGOTEC'S ONLINE SERVICE (THE "SERVICE") AND THE MATERIALS MADE AVAILABLE TO YOU IN THE COURSE OF USING THE SERVICE (THE "CONTENT").  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE OR THE CONTENT.

Welcome

  As part of your evaluation of the Service, Logotec will provide you with use of the Service and the Content, including user interface and data encryption, transmission, access and synchronization functionality for a period of thirty days.  Your registration for, or use of, the Service and the Content shall be deemed to be your agreement to abide by this Agreement including any materials available on the Logotec website incorporated by reference herein, including but not limited to Logotec's privacy and security policies.  For reference, a Definitions section is included at the end of this Agreement.

1.       Privacy & Security

Logotec's privacy and security policies may be viewed at http://www.LogotecEngineering.com.  Logotec reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.  Individual Users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Logotec from time to time.  They may opt out of receiving such communications at that time.  Note that because the Service is a hosted, online application, Logotec occasionally may need to notify all Users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.  In addition, individual Users may be asked to provide Evaluations of the Service and the Content.

2.       License Grant Restrictions

 Logotec hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service and the Content for thirty days, solely to evaluate the Service and the Content for your own internal business purposes, subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by Logotec and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or the Content in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or the Content, or (c) copy any ideas, features, functions or graphics of the Service or the Content.  User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.  Except as expressly set forth in this Section, Logotec grants you no licenses of any kind hereunder, whether by implication, estoppel or otherwise.

3.       Your Responsibilities

 You must designate a License Administrator who is authorized by you to create additional User accounts, using the Service's web-based user management console or by executing written Order Forms.  You are responsible for all activities of the License Administrator and for all activities occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, the Software and the Content, including those related to data privacy, international communications and the transmission of technical or personal data.  You shall: (i) notify Logotec immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Logotec immediately and use reasonable efforts to stop immediately any copying or distribution of the Software that is known or suspected by you or your Users; and (iii) not impersonate another Logotec User or provide false identity information to gain access to or use the Service. Additional Services Required:  Please note that use of the Service will require you separately obtain and maintain access to both the Internet and certain cellular wireless services provide by other vendors.  Logotec does not provide such services hereunder, nor make any commitment as to the availability of such services, or your ability to get continuing access to them.

4.       Account Information and Data

 Logotec does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data").  You, not Logotec, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Logotec shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

5.       Intellectual Property Ownership

 Logotec alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Content and the Service and the Evaluations.  This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Content, or the Intellectual Property Rights owned by Logotec.  The Logotec name, the Logotec logo, and the product names associated with the Service are trademarks of Logotec or third parties, and no right or license is granted to use them.  You acknowledge that the Content may contain valuable trade secrets and confidential information of Logotec, including but not limited to any unpublished specifications, functionality and performance thereof, and you shall not disclose any such information to any third party.

6.       Term, Termination and Suspension

The term of this Agreement shall be thirty (30) days from the Effective Date.  This Agreement shall terminate immediately without notice if you breach any provision of this Agreement.  In addition to any other rights granted to Logotec herein, Logotec reserves the right to suspend or terminate this Agreement and your access to the Service at any time without notice.  Immediately upon termination of the Agreement, you shall erase or destroy the Content and the licenses in Section 2 immediately terminate.  Sections 4, 5, 6, 7, 8, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.

7.       Representations’ Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.  You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.

8.       Disclaimer of Warranties

AS THE SERVICE AND THE CONTENT ARE PROVIDED FREE OF CHARGE FOR EVALUATION PURPOSES ONLY, Logotec AND ITS LICENSORS PROVIDE THE CONTENT AND THE SERVICE "AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Logotec AND ITS LICENSORS.  Logotec MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE.  Logotec DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.       Internet Delays

Logotec'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  Logotec IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10.   Limitation of Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  Logotec'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED FIFTY DOLLARS ($50.00).

11.   Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

12.   Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union.  You acknowledge and agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals").  The lists of Embargoed Countries and Designated Nationals are subject to change without notice.  By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.  You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 Logotec and its licensors make no representation that the Service is appropriate or available for use in other locations.  If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.  Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited.  None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

13.   Modification to Terms

Logotec reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service web-site.  You are responsible for regularly reviewing this Agreement.  Continued use of the Service after any such changes shall constitute your consent to such changes.

14.   Assignment

This Agreement may not be assigned by you, by operation of law or otherwise, without the prior written approval of Logotec but may be assigned or delegated, in whole or in part, without your consent by Logotec.  Any purported assignment in violation of this section shall be void.  Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors, assigns and legal representatives.

15.   General

With respect to Customers located in North, Central of South America (including the Caribbean), this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. With respect to Customers located in Europe, the Middle East or Africa, this Agreement shall be governed by the laws of Switzerland, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Switzerland. With respect to Customers located in Asia, Australia, New Zealand and the Pacific islands (but not Customers located in Japan), this Agreement shall be governed by the laws of Singapore, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Singapore. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction 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. No joint venture, partnership, employment, or agency relationship exists between you and Logotec as a result of this agreement or use of the Service. The failure of Logotec to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Logotec in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Logotec and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

16.   Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Logotec website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Logotec from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service, including the Logotec Technology and the Software; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Evaluations" means any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and the Content. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to acquire licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "Order Form(s)" means the form evidencing the initial subscription for the evaluation of the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Logotec's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "Logotec" means collectively Logotec Engineering LLC, a Delaware corporation; "Logotec Technology" means all of Logotec's proprietary technology  (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Logotec in providing the Service; "Service(s)" means the specific edition of Logotec's wireless solutions identified during the ordering process, developed, operated, and maintained by Logotec, accessible via http://www.LogotecEngineering.com or another designated web site or IP address, or ancillary services rendered to you by Logotec, to which you are being granted access under this Agreement; "Software" means the Logotec Mobile@Connector Software. "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you or the License Administrator (or by Logotec at your request). Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@LogotecEngineering.com. Copyright 2004 Logotec.  All rights reserved.