Software Agreement

1. Service Level Warranty

Vendor warrants during the Term of this Agreement that the Service will meet a Service Level of 99% uptime. “Uptime” means that the VLogicFM service is operational and is available to communicate with the Internet at VLogicFM’s server location.

2. Force Majeure

Except for the payment by Customer, if the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

3. Measurement Interval

Measurement interval will be a Monthly interval. Customer may claim a credit on the next month of service for downtime based on the following table:

4. Credit Condition

The credit set forth above shall not apply if the uptime failure is due to (a) Force Majeure events as defined above, (b) scheduled   maintenance and system upgrades, or (c) Customer’s misuse of the Services.

5. Customer Files
   1. Customer retains copyright ownership of all drawings or files uploaded by customer to VLogicFM cloud servers. This agreement shall not give VLogic any rights to these same drawings or files, beyond what is required for standard operations of the VLogicFM software functions requested by Customer.
      
      
   2. VLogic retains all rights, titles, and interest in and to VLogicFM software, all attendant system-generated data, and all other intellectual property comprising and powering the VLogicFM software, including any derivative works thereto. This agreement shall not give Customer any rights to the VLogicFM software, other than as a user of that software, as provided under this agreement. Customer shall not modify, copy, or create derivative works based on the VLogicFM software or any part, feature, or function thereof, (vii) disassemble, reverse engineer, or decompile the VLogicFM software or access it to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, or functions of the VLogicFM software, or (c) copy any ideas, features, or functions of the VLogicFM software; or use the VLogicFM software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
      
      
   3. Subject to Customer’s compliance with this agreement and payment of all fees, where customer contracts with VLogic to update customer’s drawings, VLogic hereby assigns and agrees to assign copyright ownership of such updates to Customer on a work-for-hire basis.

6. Term & Termination
   1. The Term of this Agreement shall commence as of the Effective Date and shall continue for the period unless otherwise terminated in accordance with this Agreement. Thereafter, the Term of this Agreement shall automatically renew for additional consecutive one (1) year periods (each a “Renewal Term”) unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the Initial Term or Relevant Renewal Term.
      
      
   2. Renewals are subject to 5% increase in Software access and unlimited services fees.
      
      
   3. Upon termination, Customer shall pay all amounts due and discontinue use of the VLogic software. All terms of this agreement and SOW which should survive termination shall survive, including, without limitation, all VLogic intellectual property rights.

7. Effect of Termination
   1. Upon receipt of customer’s Termination Notice, and upon Customer’s specific request, VLogic shall make reasonable efforts to assist that customer to retrieve that customer’s drawings files from VLogic during a period of up to 60-days prior to the Expiration Date.
      
      
   2. Customer access to VLogic shall terminate on the Expiration Date. Furthermore, VLogic shall not be obligated to retain customer’s drawings or data on any of VLogic’s servers thereafter.

8. Liability

Customer shall indemnify, defend and hold harmless VLogic, its affiliates, and its and their respective employees, principals, directors, agents, successors and assigns, for, from and against any and all costs, damages or losses (including reasonable attorneys’ fees and expenses) arising out of or resulting from a third party claim, demand, suit or administrative proceeding (i) that the Customer data or drawings, or any use of the Customer data or drawings with the VLogic software, infringes, violates, and/or misappropriates such third party’s intellectual property or privacy rights; or (ii) based on Customer’s negligence or willful misconduct, or use of the VLogic Software in a manner not authorized by this agreement and SOW. In no event will VLogic be liable to Customer under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any indirect, incidental, exemplary, special or consequential damages of any type, including lost revenues or profits or loss or breach of data, arising out of or in connection with this agreement, even advised of the possibility of the damage. VLogic’s aggregate liability for any and all direct damages shall in no event exceed the amount of fees paid by Customer to VLogic in the prior twelve (12) month period.

9. Payments
   1. All fees and payments will be paid to VLogic via ACH, unless otherwise authorized.
      
      
   2. Payment in full is due upon execution of this Agreement by both parties. Any applicable sales, use, excise, or other transfer taxes due on the payments hereunder shall be the responsibility of Customer.

10. Miscellaneous

1. We frequently utilize artificial intelligence-based tools trained on a diverse range of data to assist in delivering our services, streamlining our processes, and improving efficiency. By engaging with our services, you acknowledge and agree to our use of AI in our processes and services, including any pass-through terms required by the developers of these AI tools.
   
   
2. This Agreement and SOW shall supersede all prior agreements, communications, representations and understandings, either oral or written, between VLogic and Customer with respect to the subject matter contained herein. All terms and conditions on any Customer-issued purchase order, order acknowledgment or other documents shall be deemed deleted and of no force or effect. This Agreement and SOW may not be modified except as mutually agreed to in writing, signed by an authorized representative of each party. This Agreement and the Order(s) will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without application of its choice of law provisions. Except as otherwise provided herein, any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the State or Federal courts of located in Boston, Massachusetts. The prevailing party in any dispute hereunder shall be entitled to recover reasonable attorneys’ fees and costs. VLogic is an independent contractor of Customer, and Customer hereby acknowledges that VLogic may engage subcontractors to assist with its performance hereunder. Nothing herein shall be construed as creating a joint venture, partnership or similar relationship.