These ScienceLogic SL1 On-Premises Trial Terms and Conditions (the “Trial Terms”) govern the contractual relationship regarding the subject matter herein between ScienceLogic, Inc. (“ScienceLogic”) and the entity identified as the customer (or similar term) in any contract or process by which ScienceLogic makes these Trial Terms available for acceptance (the “Customer”).
By submitting a request for permission to conduct an on-premises evaluation of a ScienceLogic-proprietary software product, Customer acknowledges and agrees to abide by these Trial Terms. These Trial Terms may also be accepted by Customer in any manner sufficient to indicate Customer’s agreement to be contractually bound by them. For example, Customer may sign a printed contract with ScienceLogic that incorporates these Trial Terms by reference, or Customer may enter into an agreement with ScienceLogic entirely or partially using an online process through which Customer indicates its assent to the Trial Terms. Customer acknowledges that ScienceLogic may accept or reject Customer’s request for such trial in ScienceLogic’s sole discretion. If Customer’s request is approved by ScienceLogic, these Trial Terms shall become effective and binding on both ScienceLogic and Customer as of the applicable date indicated in ScienceLogic’s notice to Customer which grants such approval (the “Effective Date”). Collectively, these Trial Terms and any cover page, purchase order or other document mutually executed by the Parties that adopts and incorporates these Trial Terms may be referenced as the “Agreement.”
1. Defined Words and Phrases. Certain capitalized words and phrased used throughout these Trial Terms, if not otherwise defined where they appear, have the meanings set forth in Exhibit A to these Trial Terms.
2. Limited License Grant.
2.1. Limited-Purpose License Grant. ScienceLogic grants to Customer a license to install one copy of the Evaluation Software onto a single computer server operated and under the direct control of Customer; and to operate the Evaluation Software (i) solely in accordance with any standard documentation or specifications provided by ScienceLogic in connection with the Evaluation Software; (ii) solely to monitor no more than Five Thousand (5,000) Managed Devices, and (iii) solely for internal purposes of evaluating and testing the Evaluation Software in connection with assessing whether Customer desires to enter into a broader licensing and/or services arrangement with ScienceLogic regarding the Evaluation Software, not for production use of the Evaluation Software. This license is effective only during the Limited Trial Period, is non-exclusive and non-assignable, and may not be sublicensed, in whole or in part. The scope of this license is defined by the terms and conditions of this Agreement, and this license is granted subject to those terms and conditions.
2.2. No Implied Licenses. Customer acknowledges that there are no licenses granted by implication under this Agreement. ScienceLogic reserves all rights that are not expressly granted. Customer acknowledges that, as between the Parties, ScienceLogic owns all intellectual property rights and proprietary interests that are embodied in, or practiced by, the Evaluation Software and/or its associated documentation. To be clear, however, the preceding sentence does not constitute a representation or warranty regarding ownership of any intellectual property rights or other proprietary interests. ScienceLogic is granting this license only under intellectual property rights that are owned by ScienceLogic or that ScienceLogic has a right to sublicense.
2.3. Restrictions on Scope of Licenses. Customer agrees not to act outside the scope of the rights that are expressly granted by ScienceLogic in this Agreement. In particular Customer will not use the Evaluation Software for any purposes other than evaluating and testing such Evaluation Software in connection with assessing whether Customer desires to enter into a broader licensing arrangement with respect to the Evaluation Software. Further, Customer will not (i) use the Evaluation Software in any manner that is inconsistent with its associated documentation; (ii) make or install any copies of the Evaluation Software except as expressly authorized elsewhere in this Agreement; (iii) modify any code of the Evaluation Software, nor create any derivative works of the Evaluation Software; (iv) decompile, reverse engineer or use any other method to view or recreate any of the source code of the Evaluation Software; (v) use the Evaluation Software to operate the business of a third party, or to monitor the Managed Devices of a third party for the operation of such third party’s business, or otherwise use the Evaluation Software on a third party’s behalf, or act as a service bureau or provider of application services (“ASP” or software-as-a-service) to any third party; (vi) digitally transmit, publicly perform, publicly display, distribute or otherwise convey to any third party any copies of the Evaluation Software or any content of the Documentation, in whole or in part; or (vii) sell, lend, lease, assign, transfer, pledge, permit a lien upon, or sublicense any of the rights having been granted by this Agreement with respect to the Evaluation Software and/or Documentation. Customer agrees to use the Evaluation Software only for lawful purposes and in compliance with all applicable laws, rules and regulations issues by governing authorities. Customer may not export or re-export any full or partial copies of the Evaluation Software or Documentation outside the United States of America, unless it fully complies with applicable U.S. export regulations and sanctions regimes. Customer acknowledges and agrees that any act or omission in breach of this section will constitute an unauthorized exercise of ScienceLogic’s exclusive intellectual property rights beyond the scope of the rights licensed by this Agreement, and strict compliance with this section is an essential basis of this Agreement. Customer agrees to reimburse ScienceLogic for attorneys’ fees and court costs incurred in connection with any lawsuit brought by ScienceLogic in which a court or arbitrator finds that Customer has breached any provisions of this section.
2.4. Evaluation Purposes Restrictions. Customer acknowledges that the Evaluation Software may only be used for evaluation purposes, in order to enable Customer to determine whether it desires to enter into a broader licensing and/or services arrangement with ScienceLogic with respect to the Evaluation Software. Customer agrees that it will not, and that this Agreement does not grant it any right to, (i) use the Evaluation Software for production use purposes, including, without limitation, to manage or operate its business or provide services to any third party; (ii) rely upon the Evaluation Software, or any data processed or produced by the Evaluation Software, for purposes of making decisions related to the management of Customer’s business (other than the decision of whether to purchase a broader license from ScienceLogic); or (iii) derive revenue from Customer’s use of the Evaluation Software.
3. Customer’s Reporting Obligations. Customer acknowledges and agrees that the Evaluation Software has been provided by ScienceLogic solely for the purposes of evaluation and testing. In consideration for the rights granted in this Agreement, Customer agrees that, although it has no obligation to create error reports or benchmarking reports regarding its experience with the Evaluation Software, it will provide ScienceLogic with such reports as Customer may at any time develop with respect to the Evaluation Software. Customer also acknowledges and agrees that any such reports shall be considered ScienceLogic’s Proprietary Information and shall be subject to all the terms and conditions of this Agreement governing Proprietary Information. Customer hereby irrevocably transfers and assigns to ScienceLogic (i) all patents, copyrights, trademarks, trade secrets and other intellectual property rights in any idea, comment, suggestion, error report, benchmarking reports or other materials Customer may submit to ScienceLogic with respect to the Evaluation Software; and (ii) any and all “moral rights” that Customer may have in, or with respect to, any such materials.
4. Fees and Expenses.
4.1. No Fees. The Parties agree that no license fees or other fees shall be payable under this Agreement in exchange for the rights granted and/or the use of the Evaluation Software or other materials provided under this Agreement. Customer acknowledges and agrees that this fee arrangement is made in consideration for the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
4.2. Operating Expenses. Customer shall bear its own expenses in connection with exercising its rights or performing its obligations under this Agreement, including, without limitation, any and all expenses incurred in connection with evaluation and testing of the Evaluation Software.
5. Confidentiality Obligations.
Customer understands that the Evaluation Software embodies certain trade secrets that are proprietary to ScienceLogic and ScienceLogic’s licensors. Accordingly, for purposes of this Agreement, the term “Proprietary Information” shall mean (i) any and all source code of the Evaluation Software; (ii) the user documentation provided by ScienceLogic in relation to the Evaluation Software; (iii) any information regarding the application programming interfaces of the Evaluation Software, and any methods practiced by those application programming interfaces. Information described in the preceding sentence may also be referenced as “Core Technical Information.” Except to the extent applicable law prevents a governmental agency customer from agreeing to maintain the confidentiality of the following, Customer further agrees that Proprietary Information also includes (a) all pricing information related to ScienceLogic products and services and all quotes provided by ScienceLogic, (b) financial statements and information regarding ScienceLogic’s financial condition; and (c) information provided by ScienceLogic regarding its product development methodology, information security practices, terms of contracts with third parties, and (s) all other information provided by ScienceLogic in written or visual form that is marked with a confidentiality legend or, regardless of the means of disclosure, is information of such a nature that a reasonable person would understand its confidential nature (e.g., information regarding the health condition of individual personnel). Customer agrees not to use ScienceLogic’s Proprietary Information for any purposes except performance of its obligations and exercise of its express rights under this Agreement, and Customer shall not disclose or permit access to such Proprietary Information except to its personnel and contractors who have a need to know such information in order for Customer to exercise its rights under this Agreement and who are contractually or otherwise legally bound to maintain the confidentiality of such information and to limit their use thereof to purposes consistent with Customer’s rights and obligations hereunder (such persons, Customer’s “Representatives”). Customer agrees that it is responsible for the acts and omissions of its Representatives in relation to ScienceLogic’s Proprietary Information to the same extent as if such acts and omissions were Customer’s own. Customer agrees that a breach of its obligations under this paragraph may cause irreparable harm to ScienceLogic for which monetary damages would be an inadequate remedy; accordingly, in addition to any other rights and remedies available, ScienceLogic shall have the right to pursue equitable relief, including injunction, to stop or prevent any breach or threatened breach of this paragraph. Customer’s obligations under this paragraph shall survive until the third anniversary of the Effective Date of this Agreement, provided that its obligations regarding ScienceLogic’s Core Technical Information shall remain in effect until such time as ScienceLogic authorizes disclosure in writing. Nothing in this paragraph limits Customer’s use or disclosure of information in the public domain at the time of receipt, or which subsequently becomes public through no fault of Customer or its Representatives. NOTHING IN THIS PARAGRAPH LIMITS OR MODIFIES THE PARTIES’ RESPECTIVE OBLIGATIONS UNDER ANY SEPARATE NONDISCLOSURE AGREEMENT BETWEEN THEM.
6. Allocations of Risk
6.1. Representations and Warranties. Customer represents that (i) it is a properly incorporated business organization in good standing in the state where it is formed, and it has the corporate power to enter and perform this Agreement under applicable law and under its articles of incorporation, bylaws and/or other governance documents; (ii) it has obtained any consent it requires from its management, its board of directors and any third parties to the extent consent is necessary to authorize it to enter and perform this Agreement; and (iii) it has had adequate opportunity to review and negotiate the terms of this Agreement and to seek the advice of counsel about its rights and duties under this Agreement. Customer warrants that all of its representations above will remain true throughout the term of this Agreement; and that full performance of its duties under this Agreement will not conflict with its performance under any other legally binding agreement. Customer agrees that, in the event that any of its representations or warranties under this Agreement ceases to be true or accurate, it will promptly notify ScienceLogic.
6.2. General Disclaimers. Customer acknowledges and agrees that the Evaluation Software has been provided solely for evaluation and testing purposes. Customer represents that it is entering this Agreement without relying upon any representation or warranty not expressly stated in this document or documents incorporated herein. Customer acknowledges that the Evaluation Software may contain operational malfunctions, errors, or other defects and agrees that Customer is entering this agreement solely for purposes of evaluating and testing the technology. Accordingly, Customer agrees to assume all risks from use of the Evaluation Software and acknowledges that the Evaluation Software is provided “as is” and “with all defects,” and Customer agrees to indemnify ScienceLogic from and against any and all damages, liabilities and out-of-pocket expenses incurred by ScienceLogic arising from Customer’s use of the Evaluation Software and/or arising from Customer’s breach of this Agreement. To the maximum extent permitted by applicable law, ScienceLogic disclaims any and all promises, representations and warranties, express, implied or statutory, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, data accuracy, system integration, title, non-infringement, non-interference and/or quiet enjoyment, and all warranties that may otherwise be implied. No warranties are made on the basis of trade usage, course of trade, or course of performance. ScienceLogic does not warrant that the Evaluation Software will meet Customer’s requirements or that the operation of the Evaluation Software will be uninterrupted or error-free, or that all or any errors will be corrected.
6.3. No Duty to Correct Errors. Customer acknowledges and agrees that ScienceLogic has no obligation under this Agreement to correct any defects or errors in the Evaluation Software furnished to Customer under this Agreement, regardless of whether Customer informs ScienceLogic of such defects or errors or ScienceLogic otherwise is, or becomes aware of, such defects or errors.
6.4. Limits of Agreement Liabilities. Customer agrees that ScienceLogic will have no liability for any indirect, incidental, consequential, special or punitive damages in connection with this Agreement, regardless of the theory of liability (including theories of contractual liability, tort liability, or strict liability), nor liability for lost profits, loss of business opportunity, or business interruption, even if ScienceLogic knew or should have known that those kinds of damages were possible. ScienceLogic’s maximum cumulative monetary liability in connection with this Agreement shall never exceed One Dollar ($1.00). Customer irrevocably waives any and all claims that it has or may have in the future for direct damages in excess of the foregoing limit. Customer acknowledges that this Section 6 is an essential part of this Agreement, absent which the economic terms and other provisions of this Agreement would be substantially different.
7. Duration and Termination of Agreement
7.1. Duration of Agreement. The Parties intend for this Agreement to become legally enforceable starting on the Effective Date. This Agreement will remain in effect until, and will automatically expire upon, the date which is three (3) calendar months after the Effective Date, unless either Party terminates it sooner in one of the situations permitting termination as described below.
7.2. Termination for Breach. ScienceLogic may terminate this Agreement immediately by providing a notice to Customer if Customer breaches any of its material obligations under this Agreement.
7.3. Termination for Convenience. Customer may terminate this Agreement at any time during the Limited Trial Period by delivering a notice to ScienceLogic.
7.4. Termination After Extended Force Majeure. If Customer is prevented from performing its duties under this Agreement for five (5) or more days by an event of force majeure, ScienceLogic may terminate this Agreement if it delivers an initial notice stating its intent to terminate, thereafter waits for at least five (5) days more, and, if the event of force majeure has not been resolved by that time, delivers a second notice. The Agreement will terminate immediately upon receipt of the second notice.
7.5. No other right to terminate. The Parties agree that neither of them may terminate this Agreement except in the limited circumstance when this Agreement expressly permits termination.
7.6. General consequences of termination. Effective immediately upon expiration or termination of this Agreement, (i) all licenses granted under this Agreement will become void, (ii) Customer shall cease all use of the Evaluation Software and shall destroy all copies of the Evaluation Software and associate documentation in its possession, and (iii) neither Party will have continuing rights to use any Proprietary Information of the other Party or to exercise any intellectual property rights having been licensed under this Agreement. As soon as can reasonably be accomplished after this Agreement expires or is terminated, each Party will discontinue its use and will return the Proprietary Information and proprietary materials of the other Party.
7.7. Continuing Force of Certain Provisions. Even if this Agreement expires or is terminated, the Parties agree to remain bound by the provisions of Section 2.2, 2.3, 3, 4, 5, 6, 7.6 and this Section 7.7. The rights and duties created by those provisions will not expire or terminate, but will remain in effect for so long as the provisions themselves expressly state, or, if not stated, indefinitely. Each Party will retain any claims accrued prior to expiration or termination, such as accrued rights to receive payments from the other Party. However, those claims, including accrued claims to receive payment, will expire on the second anniversary of the Agreement’s expiration or termination, after which each Party irrevocably releases and waives those claims, except any claims arising from the other Party’s infringement of its intellectual property rights or misappropriation of its Proprietary Information.
[End of Trial Terms. Exhibit A follows.]
ScienceLogic On-Premises Software Trial Terms and Conditions
Exhibit A – Definitions and Miscellaneous Terms
A.1 Additional Defined Words and Phrases. Certain capitalized words and phrases, if not otherwise defined within the Trial Terms, have the meanings given below.
“Agreement” has the meaning given in the preamble to this document.
“Change of Control” means a transaction or series of related transactions pursuant to which control of a Party is acquired, where “control” means the direct or indirect power to control he Party’s management.
“Customer” has the meaning given in the preamble to this document.
“Effective Date” has the meaning given in the preamble to this document.
“Evaluation Software” means the particular software product(s) identified in the quote, purchase order or other agreement between the Parties into which these Trial Terms are incorporated and pursuant to which these Trial Terms are mutually agreed.
“Limited Trial Period” refers to the period during which this Agreement remains in full force as described in Section 6.
“Managed Devices” are any resources that can be discovered and managed by use of the Evaluation Software and/or regarding which the Evaluation Software collects performance metrics. Managed Devices may include physical, network-addressable devices (e.g. routers, switches, personal computers) or virtual devices.
“Party” refers to each of ScienceLogic and Customer.
“Proprietary Information” has the meaning set forth in Section 5 and includes all information that is otherwise designated as Proprietary Information in this Agreement.
“ScienceLogic” means ScienceLogic, Inc., a Delaware corporation.
“Trial Terms” has the meaning given in the preamble to this document.
A.2 Rules for Interpreting this Agreement.
A.2.1. Inclusive Interpretations. The Parties agree that the following rules should be applied when interpreting the words of this Agreement, unless the express words of the Agreement indicate otherwise: (i) all references to one gender apply equally to both genders; (ii) definitions of nouns in the singular also apply to the plural, and vice versa; and (iii) any use of the term “including,” if followed by a list, will be interpreted to mean “including, without limitation.”
A.2.2. Counting of Days. Whenever this Agreement makes reference to a certain number of days, it is referring to calendar days, unless it specifically references “business days,” in which case the counting of days will exclude Saturdays, Sundays, and all holidays when the offices of U.S. federal agencies are closed.
A.2.3. Participation in Drafting. The Parties intend that this Agreement should be interpreted in all instances as if they participated equally in the drafting of all its provisions, and that no provision in this Agreement should be interpreted in a manner unfavorable to a Party on the basis that it drafted the provision.
A.2.4. Enforceability. Even if the law will not enforce a provision of this Agreement in a particular instance, the Parties intend to remain bound by the other, enforceable provisions. If the unenforceable provision could be interpreted in a manner that would render it enforceable, while still reflecting the Parties’ mutual intent, they intend for that interpretation to apply. If permitted by law, the Parties also intend for the provision that cannot be enforced in that instance to remain applicable in any other instances when it can be enforced.
A.2.5. Amendments. No modifications of this Agreement will be legally binding unless the modifications are in a writing signed by representatives of each Party.
A.2.6. Waivers. Even if a Party fails to enforce its rights under this Agreement in a particular instance, the other Party must still perform its duties in that instance unless the non-enforcing Party signs a writing that expressly waives its rights in that instance, and any such waiver only applies to the particular instance and particular rights expressly waived.
A.2.7. No implications of section titles. The titles to each of the sections of this Agreement are intended only to facilitate convenient reference; the Parties agree that those titles are not part of the Agreement and should not be used to interpret any part of this Agreement.
A.2.8. Execution of Multiple Copies. If the Parties execute multiple copies of this Agreement, they intend that all of those copies will be considered original copies, but together all of those copies represent only one contract.
A.3 General Provisions.
A.3.1. Notices. For purposes of any provision of this Agreement requiring notice to be given or received, the Parties agree that the notices must be in writing. Customer agrees that ScienceLogic may provide notices to Customer via email to Customer’s email address indicated upon submission of Customer’s request for permission to conduct a trial of the Evaluation Software. Notices to ScienceLogic from Customer must be delivered either in person, by nationally recognized express courier, or by public postal service for which a delivery receipt is obtained, and shall be addressed as follows:
11955 Democracy Drive, Suite 1300
Reston, Virginia 20190 USA
Attention: Office of General Counsel
Notices will be deemed effective only when actually received, or when delivery at the proper address has been confirmed by written evidence, such as return email from the recipient or a signature of the recipient given to an express courier.
A.3.2. Limitations on Assignment and Delegation. Customer may not assign this Agreement in whole or in part without ScienceLogic’s express, prior written consent. Absent such consent, any attempted or purported assignment or delegation will be wholly ineffective and void ab initio. Furthermore, this Agreement shall terminate immediately upon any Change of Control in Customer, unless ScienceLogic has provided its prior written consent to such Change of Control.
A.3.3. Benefit of Agreement Parties Only. The Parties intend to make commitments only to each other under this Agreement, and only for their respective benefits. They do not intend to give any third party any right to enforce this Agreement or any part of it.
A.3.4. Applicable Law. The Parties intend that the laws of the Commonwealth of Virginia should be used to interpret and enforce this Agreement. If any instances occur when the laws of Virginia themselves would require the law of another jurisdiction to be applied to this Agreement, the Parties do not wish the other jurisdiction’s law to be applied and instead intend for Virginia’s law to be applied even in those situations.
A.3.5. Venue for disputes. The Parties agree that any litigation between them may only be brought in courts located within Fairfax County, Virginia, and each Party consents to the jurisdiction of those courts. However, a Party may bring an action solely for purposes of seeking an injunction to stop or prevent infringement of intellectual property rights or misappropriation of Proprietary Information by the other Party in any court that has jurisdiction.
A.3.6. Entire Agreement. The Parties agree that the provisions of this Agreement are the entire agreement between them regarding the matters that this Agreement addresses. The Parties also agree that any prior agreements about those same matters, whether written or oral, are superseded by this Agreement, and previous oral agreements about those matters do not have any legally binding force.
[End of Exhibit A.]
Last updated: March 13, 2023