Logicity End User License Agreement

Logicity (the "Software")
"You" means the person or company identified below, who is being licensed to use the "Software" identified in the title of this License Agreement. "We" and "us" means SaberLogic LLC, a State of Ohio limited liability corporation.

Limited Nonexclusive License

You acknowledge that you are acquiring only a limited nonexclusive license to use the Software (the "License"). We remain the owner of all right, title, and interest in the Software and in any copies of it.

The License permits you to install the Software on more than one computer system, e.g., a desktop computer and a laptop computer normally used by the same person at different times, provided that there is no possibility that the Software will be used on more than one computer system simultaneously; any such simultaneous use requires a separate license for each computer system.

You may make a reasonable number of backup copies of the Software solely for backup purposes.

You agree not to make nor to permit the making of copies of the Software (including its documentation) except as authorized by this License Agreement or otherwise authorized in writing by us.

End User agrees not to modify, disassemble, decompile, translate, adapt or reverse-engineer the Software, the Runtime Product or the report file (.RPT) format;

End User agrees not to distribute the Runtime Product to any third party;

End User agrees not to use the Runtime Product to create for distribution a product that is generally competitive with Licensor product offerings;

End User agrees not to use the Runtime Product to create for distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Licensor;

End User agrees not to use the Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties;

Limited Warranty

We warrant to you that, for a period of 90 days after delivery of this copy of the Software to you:

1. the physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use,
2. the Software will perform in accordance with the printed documentation distributed with it by us,
3. and to the best of our knowledge your use of the Software in accordance with its printed documentation will not, in and of itself, infringe any third party's copyright, patent, or other intellectual property right.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, OF NONINFRINGEMENT, OF MERCHANT ABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS WHETHER WE KNOW OR HAVE REASON TO KNOW OF YOUR PARTICULAR NEEDS.

No employee, agent, dealer, or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

No action for any breach of the above limited warranty may be commenced more than one (1) year following the expiration date of the warranty.

If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS AFTER DELIVERY OF THIS COPY OF THE SOFTWARE TO YOU.

Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 

Limited Remedy

Your exclusive remedy in the event of a breach of the foregoing limited warranty, TO THE EXCLUSION OF ALL OTHER REMEDIES, is set forth in this paragraph.

In such event, you shall return all copies of the Software to us and pay for shipping; you must include a dated proof of the date on which this copy of the Software was delivered to you, such as a copy of your dated receipt or invoice for this copy.

We will, at our option, either (i) ship you a replacement copy of the Software on nondefective physical media at our expense or (ii) refund your license fee in full.

To return copies of the Software, contact us at 132 Main St., Wadsworth, OH  44281 and/or 330.335.6442 to obtain a return authorization code. 

No Incidental or Consequential Damages

Independent of the foregoing provisions, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, regardless whether we know or have reason to know of the possibility of such damages.

Some states do not allow exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your Indemnity to Us

Independent of the foregoing provisions, you agree to defend and indemnify us against, and hold us harmless from, any and all claims, damages, losses, and expenses of any kind arising from or connected with the operation of your business.

Termination

If you materially breach this License Agreement, we may terminate your right to use the Software by notice to you.

You agree that, upon termination of the License, you will either return to us or destroy all copies of the Software in your possession. 

Entire Agreement, etc.

This written License Agreement is the exclusive agreement between you and us concerning the Software and supersedes any and all prior oral or written agreements, negotiations, or other dealings between us concerning the Software.

This License Agreement may be modified only by a writing signed by you and us.
In the event of litigation between you and us concerning the Software, the prevailing party in the litigation and the prevailing party in any ancillary disputes (e.g., discovery disputes) will be entitled to recover attorneys' fees and expenses from the other party.

This License Agreement will be governed by the law of the State of Ohio applicable to contracts executed and performed entirely in, and by residents of, that state.

This License Agreement is effective upon the earlier of (1) your signature below, or (2) your use of the Software (provided that your acquisition of a copy of the Software was from us or our representative); you agree that we need not sign this License Agreement in order for it to take effect.

Revision 2: March 20, 2008