Free Trial Access. If you or the entity that you represent are using any LogicMonitor product or service on a free trial basis (e.g., proof of value implementation or a beta release), then use of that product or service (or specific feature or functionality of a product or service) is subject to the Free Trial Subscription Agreement not this Master Subscription Agreement.
Purchase Through Channel Partner. If you or the entity that you represent are using any LogicMonitor product or service purchased through an authorized reseller, managed service provider, or payment intermediary (“<strong”>Channel Partner”), then use of that product or service is subject to the Channel Customer Addendum in addition to and partially amending this Master Subscription Agreement.
Managed Service Providers. If you or the entity that you represent are using any LogicMonitor product or service in your capacity as a managed service provider for your own customer(s), then use of that product or service is subject to the MSP Addendum in addition to and partially amending this Master Subscription Agreement.
Edwin AI Features. If you or the entity that you represent are using any Edwin AI Features, then use of the Edwin AI Features will be subject to the Edwin AI Addendum, incorporated into this Master Subscription Agreement.
The terms of this Master Subscription Agreement (this “MSA” or this “Agreement”) govern your use of, and purchase of subscriptions to, the LogicMonitor hosted data center monitoring services (the “Service” or the “Services”) and any associated use of the LogicMonitor Technology (as hereafter defined). This MSA is a contract between LogicMonitor, Inc., a Delaware corporation having its headquarters at 820 State St., 5th Floor, Santa Barbara, CA 93101 U.S.A. (sometimes hereafter referred to as “LogicMonitor,” “we,” “our”, “us” or “Company”) and you or the entity or organization that you represent (sometimes hereafter referred to as “Customer”, “you” or “your”). Customer and LogicMonitor are sometimes hereinafter referred to individually as a “party” and collectively as the “parties”.
1. Modifications
LogicMonitor may modify this Agreement from time to time by posting a revised version Here; provided, that, any such updated version of this Agreement shall become effective for a given Customer only at the start of the subsequent Renewal Term (as hereafter defined). If Customer objects to the updated Agreement, Customer may elect not to renew (including cancelling any terms set to auto-renew) as its sole and exclusive remedy. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect as of the date of such Order.
2. Your subscription
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
- (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and LogicMonitor Technology and all compliance herewith. “Affiliate” means a corporation or other legal entity which a party owns or controls, is controlled by or is under common control with such entity through ownership or control of more than 50% of the shares entitled to vote. You hereby agree that neither you nor your Affiliates or customers shall take any action intended to interfere with or disrupt the Services or any other user’s use of the Services.
- B. Support. LogicMonitor will provide any technical support included with your subscription purchase in accordance with the terms of your applicable support plan, as described Here. Customer will automatically be enrolled in the basic support plan at no additional charge. Premier support plans are available for purchase and, if applicable, will be set forth on your Order.
3. Subscription fees, billing and renewal
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
- (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and LogicMonitor Technology and all compliance herewith. “Affiliate” means a corporation or other legal entity which a party owns or controls, is controlled by or is under common control with such entity through ownership or control of more than 50% of the shares entitled to vote. You hereby agree that neither you nor your Affiliates or customers shall take any action intended to interfere with or disrupt the Services or any other user’s use of the Services.
- B. Support. LogicMonitor will provide any technical support included with your subscription purchase in accordance with the terms of your applicable support plan, as described Here. Customer will automatically be enrolled in the basic support plan at no additional charge. Premier support plans are available for purchase and, if applicable, will be set forth on your Order.
4. Terms and termination
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
- (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and LogicMonitor Technology and all compliance herewith. “Affiliate” means a corporation or other legal entity which a party owns or controls, is controlled by or is under common control with such entity through ownership or control of more than 50% of the shares entitled to vote. You hereby agree that neither you nor your Affiliates or customers shall take any action intended to interfere with or disrupt the Services or any other user’s use of the Services.
- B. Support. LogicMonitor will provide any technical support included with your subscription purchase in accordance with the terms of your applicable support plan, as described Here. Customer will automatically be enrolled in the basic support plan at no additional charge. Premier support plans are available for purchase and, if applicable, will be set forth on your Order.
5. Our technology
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- B. Support. LogicMonitor will provide any technical support included with your subscription purchase in accordance with the terms of your applicable support plan, as described Here. Customer will automatically be enrolled in the basic support plan at no additional charge. Premier support plans are available for purchase and, if applicable, will be set forth on your Order.
6. Ownership
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
- (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and LogicMonitor Technology and all compliance herewith. “Affiliate” means a corporation or other legal entity which a party owns or controls, is controlled by or is under common control with such entity through ownership or control of more than 50% of the shares entitled to vote. You hereby agree that neither you nor your Affiliates or customers shall take any action intended to interfere with or disrupt the Services or any other user’s use of the Services.
7. Confidentiality
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
8. Representations and warranties
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
9. Indemnification
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
10. Disclaimers, limitation of damages and liability
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and
11. General provisions
- A. We offer subscription-based Services. By subscribing to the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the subscription period specified on your applicable Order. You are expressly prohibited from sub-licensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that
- (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and