This END USER AGREEMENT (the "Agreement") governs the access to and use of CXI Go. This Agreement is entered into by and between LANGUAGE LOGIC, LLC, an Ohio limited liability company ("Language Logic"), You, and, if applicable, the entity with which You are employed or engaged with respect to the use and access of CXI Go (the "Client") (You and the Client, collectively, the "Licensees" or individually, the “Licensee”). YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF. BY CLICKING ON THE "I ACCEPT" OPTION NEXT TO THE LINK TO THIS AGREEMENT, (1) THE LICENSEES EACH REPRESENT THAT THEY HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND YOU (IF APPLICABLE) HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO THE TERMS HEREOF. If the Licensees do not agree to the terms and conditions of this Agreement, the Licensees will not be entitled to access and use CXI Go.
Language Logic grants to Licensees a non-transferable, non-exclusive, revocable, limited license (the "License") during the Term to access and use the CXI Go application ("CXI Go") through Language Logic’s website (the "Website"). To the extent either of the Licensees breach any provision of this Agreement, both of the Licensees shall be jointly and severally liable for all losses, damages, penalties, and fees (including reasonable attorney’s fees) resulting from the breach. Language Logic is the sole owner of all rights, title, and interest in and to CXI Go, the Website, and all related coding, data, user interface, and intellectual property. No ownership rights or any other rights are transferred by this Agreement, other than the right to use CXI Go and the Website as provided herein. Licensees are prohibited from selling, assigning, distributing, providing unauthorized access to, reverse engineering, decompiling or otherwise transferring CXI Go. Licensees may not download CXI Go.
This Agreement and the License shall remain in eﬀect until terminated (the "Term"). Either of the Licensees or Language Logic may terminate this Agreement and the License at any time for any reason without penalty.
Access to the Website by Licensees is not exclusive and will be subject to regular system administration and downtime as determined by Language Logic in its sole and absolute discretion.
All fees payable by a Licensee to Language Logic are exclusive of any federal, state, municipal or other governmental taxes, duties, sales or use taxes, excise taxes, telecommunications taxes, or tariﬀs now or hereinafter imposed (excluding any taxes on Language Logic’s net income). All such charges shall be the sole responsibility of a Licensee. A late payment charge of 1.5% per month, compounded monthly, shall apply to any payment due from a Licensee that is in arrears for a period exceeding sixty (60) days. Additionally, Language Logic shall be entitled to recover from a Licensee all collection costs and fees (including reasonable attorney fees) related to Language Logic’s collection of such fees.
Licensees may, during the course of receiving business services hereunder, have access to, and acquire knowledge from material, data, systems and other information of or with respect to Language Logic, which may not be accessible or known to the general public, including information concerning CXI Go or hardware, software, business plans or opportunities, business strategies, ﬁnances or employees and third party proprietary information that Language Logic treats as conﬁdential ("Conﬁdential Information").
Conﬁdential Information shall not include any information that: (1) has entered or subsequently enters the public domain without the Licensees' breach of any obligation under this Agreement; (2) was known to the Licensees, prior to disclosure under this Agreement; (3) is obtained from a third party without violation of known nondisclosure covenants and without restrictions on its disclosure; or (4) is independently developed by the Licensees, without reference to the Conﬁdential Information. Each of the Licensees acknowledges and agrees that CXI Go is Conﬁdential Information and subject to the restrictions contained herein. Any knowledge acquired by the Licensees relating to the Conﬁdential Information or otherwise through engagement hereunder shall not be used by the Licensees, other than for the limited purpose of using services under this Agreement, nor used, published or divulged by the Licensees, in connection with any products sold or services rendered or used, to any other person, ﬁrm or corporation, in any advertising, promotion regarding the Licensees, or either of the Licensees' products or services, or in any other manner or connection whatsoever without ﬁrst having obtained the written permission of Language Logic, which permission may be withheld by Language Logic is its sole discretion. Licensees shall use commercially reasonable eﬀorts to ensure that no Personal Information is disclosed to Language Logic; nevertheless, Language Logic shall use commercially reasonable eﬀorts to protect the conﬁdentiality of all information disclosed to Language Logic. For purposes of this Agreement, "Personal Information" means any information that refers, is related to, or is associated with an identiﬁed or identiﬁable individual, including, but not limited to, an individual's (i) ﬁrst name or ﬁrst initial and his or her last name, (ii) Social Security Number, (iii) driver’s license number or state identiﬁcation card number, (iv) bank account number, credit or debit card number, (v) security code, access code, or password that would permit access to an individual’s ﬁnancial or other accounts, (vi) street address, or (vii) medical history or medical treatment or diagnosis by a health care professional. Licensees shall immediately disclose to Language Logic any known violation of this Agreement and will use all commercially reasonable eﬀorts to assist Language Logic in halting or limiting damage from such violation. This section is in addition to, not in substitution of, any rights which Language Logic may have at law or equity and is not limited as to duration by the Term.
Language Logic warrants that it will correct any errors or omissions which cause CXI Go to substantially fail to conform to CXI Go's intended purpose. If such errors or omissions cannot be corrected, the Licensees’ sole and exclusive collective remedy shall be a pro-rata refund of Licensees’ fees paid hereunder. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION 6, THERE ARE NO OTHER WARRANTIES, WRITTEN OR ORAL, OR PROMISES, EITHER EXPRESSED OR IMPLIED, WITH REGARD TO CXI GO, THE WEBSITE, AND THE ASSOCIATED SERVICES DESCRIBED HEREIN, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
a. Language Logic shall indemnify and hold Licensees harmless from any third party claim against the Licensees alleging infringement of intellectual property relating directly to CXI Go. Licensees shall promptly notify Language Logic of any such claim in writing. Such notice to Language Logic shall attach a copy of any summons and complaint, cease and desist letter, or other notice from the party claiming infringement. Language Logic shall also defend, indemnify, and hold Licensees harmless against any third party claims resulting from a breach by Language Logic of the conﬁdentiality provisions contained in this Agreement.
b. Licensees, jointly and severally, shall indemnify and hold Language Logic, its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns, harmless from and against all suits, claims, demands, penalties, ﬁnes, charges, proceedings, causes of action, damages, losses, liabilities, costs, and expenses of any nature whatsoever (including attorneys’ fees) that result from or arise out of the actual or alleged breach of this Agreement by either of the Licensees.
c. Limitation of Liability.
i. Should an injunction be issued preventing further use of CXI Go, the Website, or any portion thereof, or should damages be levied against Language Logic as a result of the use of CXI Go, the Website, or any portion thereof, or should Language Logic deem itself to be in jeopardy of any of the foregoing, Language Logic shall, at its sole cost and absolute discretion, either (1) negotiate a license for Licensees to continue use of CXI Go; (2) replace the CXI Go application with other application(s) which will be substantially similar; or (3) grant Licensees a refund of a pro rata portion of the fees paid hereunder. THIS PARAGRAPH CONTAINS THE SOLE REMEDIES AND DAMAGES AVAILABLE IN THE AGGREGATE TO LICENSEES FOR A CLAIM THAT ANY PORTION OF THE CXI GO APPLICATION OR WEBSITE VIOLATES ANY INTELLECTUAL PROPERTY LAW OR RIGHT. ALL OTHER DAMAGES ARE EXCLUDED, INCLUDING ALL DAMAGES EXCLUDED BY THIS AGREEMENT.
ii. THIS PARAGRAPH CONTAINS THE SOLE REMEDIES AND DAMAGES AVAILABLE TO LICENSEES FOR THE CLAIMS SPECIFIED HEREIN. ALL OTHER DAMAGES ARE EXCLUDED. IN NO EVENT WILL LANGUAGE LOGIC BE LIABLE TO EITHER OF THE LICENSEES OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOSS OF PROFITS, INABILITY TO USE CXI GO OR DAMAGES (DIRECT OR INDIRECT) FOR DELAY IN DELIVERY OR FAILURE TO GIVE NOTICE OF DELAY), EVEN IF LANGUAGE LOGIC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT FOR CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RELATED TO CXI GO, AS DESCRIBED HEREIN, AND BREACHES BY LANGUAGE LOGIC OF THE CONFIDENTIALITY PROVISION CONTAINED HEREIN, IN NO EVENT SHALL LANGUAGE LOGIC’S AGGREGATE LIABILITY FOR ANY DAMAGES (DIRECT OR INDIRECT) OR PENALTIES OR LOSS TO EITHER OF THE LICENSEES, OR TO ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT, DELICT, OR OTHERWISE, EXCEED ANY LICENSE FEE ACTUALLY PAID BY A LICENSEE TO LANGUAGE LOGIC IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF SUCH BREACH.
Language Logic and each of the Licensees agree that notwithstanding anything to the contrary contained in any other agreement between a Licensee and Language Logic, to the extent that the terms of any other agreement conﬂict with any term or condition contained herein, the terms of this Agreement shall prevail.
This Agreement shall be governed by the laws of the State of Ohio, and all actions arising directly or indirectly from this Agreement shall only be brought in a court of competent jurisdiction located within Hamilton County, Ohio.
No action of any kind arising out of this Agreement may be brought by either of the Licensees more than one (1) year after the cause of action has arisen.
Any changes to this Agreement will not apply retroactively and will become eﬀective seven (7) days after posting. However, changes speciﬁc to new functionality or changes made for legal reasons will be eﬀective immediately upon notice to Licensees.
Licensees may not assign, delegate or transfer all or any part of this License, or any rights hereunder, or any login ID, or password for use in connection with CXI Go to any third party without the express written approval of Language Logic, which may be withheld in Language Logic's sole discretion. Any such attempted assignment or transfer shall be void and of no effect.