LogPoint Converged SIEM Master Terms of Service
This Master Terms of Service agreement (also referred to as “Terms of Service”) contains the terms and conditions for your access to and use of Logpoint Converged SIEM or other online services (also referred to as “Logpoint Services” or “Services”) and is an agreement between Logpoint A/S, company reg. no. 26 30 19 39 (also referred to as “Logpoint”, “we”, “us” or “our”) and you as the “Customer” defined in the Order Form (also referred to as “you” or “your”).
The Order Form is governed by and subject to these Terms of Service and all referenced documents listed below, including but not limited to the Service Catalogue, Service Description and Usage Policy. These documents collectively constitute the “Agreement” between Logpoint and the Customer. Logpoint and the Customer are collectively referred to as the “Parties” and individually as a “Party“.
The terms and conditions for provision of Logpoint Services are set out in the following documents:
- The Order Form
- The Terms of Service as available at logpoint.com/en/master-terms-of-service or on such other webpage as Logpoint may notify to you.
- The Converged SIEM Operations Service Catalogue, the Service Description, and the Usage Policy as available at logpoint.com/en/saas-service-description and www.logpoint.com/en/saas-usage-policy or on such other webpage as Logpoint may notify to you.
In case of conflict between the documents referred to above, a term contained in a document high on the list shall take precedence over a term contained in a document low on the list.
Use of the Service
The Logpoint Converged SIEM Service Description document contains description of the Logpoint Services, including the service level agreement (“SLA”).
You are allowed to use Logpoint Services as described in your Order Form in accordance with the terms of the Agreement only, including the limitations and restrictions stated in the Documentation.
The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Logpoint Services. The Customer acknowledges that a failure to do so may impact its use of the Services.
You may request Logpoint to perform operations on your instance of Logpoint Converged SIEM service as described in Logpoint Converged SIEM Service Operations Catalogue.
The Agreement incorporates Logpoint Data Processing Addendum when GDPR or other data protection legislation applies to your use of Logpoint Services.
Modifications to the Agreement
Logpoint may modify the Agreement including referenced documents at any time with 30 calendar days’ notice, cf. clause 13.5 below.
By installing and operating Logpoint Cloud Connector Appliance, you agree to accept the Logpoint End User License Agreement as available at https://www.logpoint.com/en/eula/ or on such other webpage as Logpoint may notify to you.
“Amendment Order Form” means a written order form that changes the Subscription of the Customer.
“Applicable Laws” means all applicable laws, regulations, requirements or orders which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory or administrative functions.
“Authorized Users” means those employees of the Customer who are authorized by the Customer to use the Logpoint Services in accordance with the user subscription described in the Order Form.
“Background IPR” means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by Logpoint or the Customer prior to, or otherwise outside of and unrelated to, the scope of these Terms of Service.
“Billing Cycle” has the meaning given in the Order Form.
“Claims” means all claims, costs (including legal costs), damages, debts, demands, expenses, fines, interest and awards (including legal expenses), liabilities, liens, losses, obligations, penalties, remedies and causes of action of any kind, in each case whether created by law, contract, equity, tort, voluntary settlement, or otherwise, including those made or enjoyed by dependents, heirs, claimants, executors, administrators or survivors, and any payment made pursuant to an extrajudicial settlement.
“Confidential Information” means any information concerning Logpoint and the Customer that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, including, without limitation, procedures, documentation, marketing data, trade secrets, know-how, technical data, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. Without limiting the generality of the foregoing, Confidential Information include any information regarding or gained from Software and any other Logpoint Service. The Confidential Information may be labelled as “confidential”, “proprietary”, or similar without this being an explicit requirement for protection as Confidential Information.
“Covered Users” means the number of Customer’s employees that use the networks, devices and systems monitored by Logpoint Services used as the basis for calculation of the Subscription Fee in the Order Form.
“Customer” means you, the legal entity who has entered into an Agreement for certain Logpoint Services by signing and accepting the Order Form.
“Customer Data” means data received by Logpoint from the Customer, or from a third party on behalf of the Customer, including any personal data, for use as basis for the Subscription. The term “Customer Data” shall include raw data, data that has been derived from raw data, and processed data, i.e. in the form raw data appears after it has been processed by Logpoint, but shall exclude, for the avoidance of doubt, the Software and any parts thereof.
“Customer’s Normal Business Activities” means all activities that are presently, or may reasonably become, part of the business of the Customer.
“Consequential Loss” – means, whether or not foreseeable at the date of this Agreement, any:
(a) special, exemplary, incidental, punitive, consequential, or indirect loss or damage; and
(b) any loss of earnings, loss of profit or anticipated profit and loss of production and/or deferral of production, loss of product, loss of revenue, losses arising out of any business interruption, loss of anticipated cost savings, loss related to third party claims, loss or corruption of any Customer Data and the consequences thereof, loss of use (i.e. spread cost) in each case whether direct or indirect.
“Data Processing Addendum” means the data processor agreement set out in the document available at www.logpoint.com/en/dpa or on such other webpage as Logpoint may notify to the Customer.
“Documentation” means the documents, including the Service Description, Service Catalogue and Usage Policy made available to the Customer by Logpoint which sets out a description of the Logpoint Services, including maintenance and support, and the user instructions for the Services.
“Effective Date” has the meaning set out in the Order Form.
“Gross Negligence” means any act or failure to act (whether sole, joint or concurrent) by any person or entity which was intended to cause, or which was in wilful default or reckless disregard of or wanton indifference to, harmful consequences such person or entity knew or should have known such act or failure would have on the safety or property of another person.
“Improvements” means any and all modifications, improvements, or further developments of Software.
“IPR” means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of and rights to apply for the same, including without limitation patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.
“Logpoint” means the Logpoint entity entering into these Terms of Service as set out in the preamble of the Terms of Service.
“Logpoint Services” means each service hosting/making available the Software as described in the Service Description, but only to the extent included in the Subscription.
“Minimum Subscription Period” means the period stated on the Order Form.
“Order Form” means the individual order form referencing these Terms of Service that describes which Logpoint Services are subject to a Subscription detailing the Subscription Fees and other commercial terms agreed between the Parties.
“Renewal Subscription Period” means the period stated on the Order Form.
“Service Catalogue” means the Logpoint Converged SIEM Service Operations Catalogue set out in the document available at www.logpoint.com/en/service-catalogue or on such other webpage as Logpoint may notify to the Customer.
“Service Descriptions” means the descriptions of the Logpoint Services, including the SLA set out in the document available at www.logpoint.com/en/saas-service-description or on such other webpage as Logpoint may notify to the Customer.
“Software” means software applications owned by Logpoint or licensed by Logpoint from third parties. The term Software includes but is not limited to Converged SIEM software and covers revised versions and updates. A description of Software shall be maintained and made available at www.logpoint.com/en/saas-service-description or on such other webpage as Logpoint may notify to the Customer.
“Subscription” means the right to access and use the Logpoint Services set out in the Order Form and any Amendment Order Forms.
“Subscription Fee” means the subscription fees payable by the Customer to Logpoint for the user subscriptions, as set out in the Order Form.
“Subscription Period” means the Minimum Subscription Period and any Renewal Subscription Period, as the case may be.
“Term” has the meaning set out in clause 11.1.
“Usage Policy” means the acceptable use policy set out in the document available at www.logpoint.com/en/usage-policy or on such other webpage as Logpoint may notify to the Customer.
“Wilful Misconduct” means any intentional and deliberate act or omission which is done by any person or entity with the specific intent to cause known and harmful consequences to the safety or property of another person or the environment.
2. Grant and use
2.1 Right to access the Logpoint Services
On the terms and conditions of the Agreement, the Customer is granted a limited, non-exclusive, payable, non-transferrable, revocable user right, without the right to sublicense, via rights of access granted to the Customer’s Authorised Users, to access and use the Logpoint Services and the Documentation during the Term.
The grant of this right and license is subject to the Customer’s compliance with this Agreement, including the Documentation and any other documents referenced in, or attached to, these Terms of Service, the Documentation, or an Order Form.
Logpoint confirms that it has all the rights in relation to the Logpoint Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
2.2 User subscription
In relation to the user subscriptions, the Customer undertakes that:
(a) the maximum number of Covered Users shall not exceed the number of employees specified in the Order Form;
(b) the maximum number of Authorised Users that it authorises to access and use the applicable Logpoint Services simultaneously shall not exceed the number of user subscriptions it has purchased from time to time (specified in the Order Form);
(c) the fair usage in relation to data traffic volume shall comply with the specifications in the Order Form;
(d) it shall permit Logpoint or Logpoint’s designated auditor to audit the Logpoint Services, or use Logpoint’s requested software reporting, to verify that the Customer’s use of the Logpoint Services does not exceed the number and volume restrictions specified in the Order Form as purchased by the Customer;
(e) if any of the audits referred to in clause 2(d) reveal that the Customer has underpaid Logpoint for its use of the Logpoint Services, then without prejudice to Logpoint’s other rights, the Customer shall pay to Logpoint an amount equal to such underpayment as calculated in accordance with the mechanism for calculation of overage described in the Order Form; and
(f) the Customer’s Authorised Users may only access the Logpoint Services via the methods specified in the Service Description.
The Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Services using each Authorised User’s access credentials.
The Customer’s use of the Logpoint Services shall be restricted to:
(i) the Customer’s Normal Business Activities; and
(ii) the Customer’s own use only, which for the sake of clarity shall not include access or use by any other than the legal entity identified as the Customer.
The Customer shall not, directly or indirectly, except as explicitly stated in these Terms of Service, sublicense or transfer the rights granted to it under the Agreement.
Except as explicitly stated in these Terms of Service, the Agreement shall not grant the Customer any right or license to the Logpoint Services, or any other IPR or property of Logpoint, and no license or other rights shall be created by implication or estoppel. In particular, but without limiting the generality of the foregoing, no right or license in or access to executable code or source code to Software is granted hereunder. Furthermore, except as explicitly stated in these Terms of Service, the Logpoint Services will be made available to the Customer solely as a software-as-a-service through the designated APIs.
The Customer shall comply with the Usage Policy and shall not itself and shall not permit any others to:
(a) modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of any Logpint Services in any way; or
(b) prepare any derivative works of the Logpoint Services, or reproduce, distribute, sell, or resell Software or other Logpoint Services in any manner or for any purpose.
The Customer shall not, directly or indirectly, use such information disclosed by Logpoint, or gained by the Customer from the Logpoint Services to design, specify, develop, integrate, market, license, distribute, or host any services that are competitive with any of the Logpoint Services, or disclose any such information to any third party.
3. User Account management
The Customer shall be responsible for safeguarding the Customer’s password and any other credentials used to access its account. Credentials shall not be shared with third parties.
Logpoint may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, the Services in whole or in part and on an Authorised User by Authorised User basis immediately on notice to the Customer if:
(a) the Customer has failed to pay any amounts due to Logpoint in accordance with clause 5;
(b) the Customer is otherwise in breach of its obligations under the Agreement;
(c) there is an attack on the Logpoint Services used by the Customer or if Customer Data is accessed or manipulated by a third party without the Customer’s consent;
(d) Logpoint is required by Applicable Law to suspend the Customer’s access to, or use of, the Services; or
(e) Logpoint reasonably believes that the suspension of the Logpoint Services is necessary to protect its infrastructure, network, or the use of the Services by other customers because of a threat to the security, integrity or use of the Logpoint S
Logpoint shall use reasonable endeavours to re-establish or permit access to the Services as soon as possible following Logpoint’s determination that the cause of the suspension has been resolved.
Logpoint shall have no liability whether under this Agreement or at law to the Customer for any exercise of its rights pursuant to this clause 4.
5. Fees and payments
5.1 Fees for the Logpoint Services
The Customer shall pay to Logpoint any fees for each Logpoint Service that the Customer subscribes to or receives, in accordance with the pricing and payment terms agreed in the Order Form.
Fees paid by the Customer are non-refundable, except in case the Customer terminates the Agreement for breach in accordance with clause 11.2 and 11.3.
All amounts due to Logpoint under this Agreement shall be paid in accordance with the payment terms specified in the Order Form.
5.2 Late payment interest
If the Customer fails to make any payment when due, then, without limiting the Customer’s remedies under clause 5.3 and clause 11, Logpoint shall from the first day of delayed payment be entitled to interest at interest rate specified in the Danish Interest Act.
5.3 Payment default
If overdue fees including interest have not been paid within 60 calendar days of the due date, Logpoint may send the Customer a written notice stating that the Agreement, including these Terms of Service, shall be terminated because of the Customer’s breach unless settlement has taken place within 30 calendar days of receipt of the notice.
Termination for breach shall not take place if the Customer settles the overdue fee, including interest, prior to the expiry of the deadline.
6. Subscription changes and revising of fees
6.1 Changes to the Customer’s Subscription
If at any time the Customer wishes to change or extend its Subscription beyond the scope defined in the Agreement and Logpoint accepts such changes, such changes shall be set out in an Amendment Order Form signed by Logpoint and the Customer and made part of the Agreement.
6.2 Revising of fees
The Subscription Fees set out in the Order Form shall be fixed for the Minimum Subscription Period, however no longer than for a 12-month-period. Prior to the beginning of each Renewal Subscription Period, Logpoint is entitled to adjust the Subscription Fees by sending an email to the Customer 30 calendar days prior to the beginning of the Renewal Subscription Period.
Logpoint shall use reasonable endeavours to secure uptime, provide incident management and support pursuant to the SLA described in the Service Description. Logpoint is entitled to make commercially reasonable changes to the Logpoint Services from time to time, including to the SLA.
Logpoint shall, subject always to the terms of this Agreement, including the Services Description, be liable for the service credits specified in the SLA for any failure of the Logpoint Services to meet the SLA. Any service credits due to the Customer pursuant to this clause 7 shall be automatically credited to the Customer’s account within a reasonable time after receipt from the Customer of a written and valid claim for service credits.
The Customer acknowledges and agrees that service credits payable by Logpoint pursuant to this clause 7 are its sole and exclusive remedy for Logpoint’s failure to meet the SLA.
Notwithstanding anything to the contrary in this Agreement or the SLA, Logpoint is not obliged to pay service credits where the failure to meet the SLA arises in connection with any of the following, or attempts to do any of the following:
(a) denial of services attacks, hacking, malware, viruses; or
(b) errors or issues with the Customer’s Data, its information technology systems or its acts or omissions (including the acts or omissions of its Authorised Users)
(c) an event covered by the description in the SLA.
8. IPR, Improvements, AND Customer Data
8.1 Ownership of the Logpoint Services
Each of Logpoint and its third-party licensors (which for the avoidance of doubt exclude the Customer) is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Logpoint Services.
8.2 Background IPR
Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR, and this Agreement does not affect such ownership. No rights to the other Party’s Background IPR are acquired under this Agreement unless expressly stated. For the avoidance of doubt and without limiting the generality of the foregoing, the Logpoint Services shall be considered Logpoint’s Background IPR.
Logpoint shall upon creation be, and shall remain, the sole and exclusive owner of all Improvements and any and all IPR related thereto. Logpoint shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.
8.4 Retained ownership to Customer Data
The Customer shall, except if otherwise agreed, retain ownership to Customer Data.
To enable Logpoint to provide the Services, the Customer grants to Logpoint a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data solely to the extent necessary to provide the Logpoint Services.
Subject to clause 8.6, Logpoint shall not use Customer Data for any purpose other than for the delivery of the Logpoint Services or as otherwise explicitly permitted herein, and Logpoint shall, upon the expiration or termination of the Subscription and upon the Customer’s request, delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in Logpoint’s possession or control, except to the extent Logpoint is required to retain such Customer Data by Applicable Laws or as part of bone fide back-up procedures.
8.5 Handling Customer Data
Logpoint shall maintain administrative, physical, and technical safety measures for protection of the security and confidentiality of Customer Data in accordance with these Terms of Service and with Applicable Laws.
Logpoint shall, upon the Customer’s request, at any time during the Term endeavour to make all Customer Data available to the Customer in a Logpoint standard format.
8.6 Use of information provided by the Customer in product development
For Logpoint to continue the development of the Software and other new software and technologies, the Customer hereby grants to Logpoint a fully paid, royalty free, sublicensable license to use, in an anonymized format, the information provided by the Customer, and information regarding the Customer’s use of the Logpoint Services, including Customer Data, for the purpose of product developments, including any necessary use for external communication for the purposes of security research. For the avoidance of doubt, no confidential information of the Customer shall be disclosed by Logpoint in relation thereto.
If the Logpoint Services infringe any third party’s IPR, then any claim from such third party shall be referred to Logpoint in accordance with clause 10.3. Furthermore, Logpoint shall apply commercially reasonable efforts to cure the infringement without undue delay at its discretion, by:
(a) ensuring that the Customer can use the Logpoint Services materially as before, without infringing any third-party rights; or
(b) providing corresponding Logpoint Services that do not infringe any third-party rights.
Until any infringement is resolved, Logpoint shall be entitled to make the Logpoint Services in question unavailable to the Customer.
All Confidential Information shall be treated as confidential and shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed, without the written consent of the disclosing Party unless such Confidential Information:
(a) is already known by rightful means to the receiving Party at the time the information was received;
(b) is or becomes part of the public domain other than through a fault of the receiving Party;
(c) is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware;
(d) is required by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.
Where the circumstances set out in clause 9 (d) apply, the receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving Party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.
Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to a third party to the extent necessary for the performance of the Logpoint Services, provided that the receiving Party shall procure that such third party shall be bound by such confidentiality obligations at least as onerous as set out in this clause 9, and (ii) Logpoint is entitled to name the Customer as a user of the Logpoint Services for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer’s tradenames and logos.
The receiving Party shall ensure that Confidential Information shall be handled securely and shall be stored in locked files. Electronically stored information shall be inaccessible to unauthorized personnel.
10. Warranties, indemnification and limitations of liability
Logpoint warrants that the Logpoint Services shall comply in all material respect with the Service Description and that it shall provide the Logpoint Services with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the Logpoint Services.
In the event of breach of warranty, Logpoint shall re-perform the Logpoint Services, and if Logpoint again fails to re-perform the Services in line with these Terms of Service, the Customer may terminate these Terms of Service, but only if the breach is material, and only in accordance with the procedure in clause 11.
Except as expressly provided in these Terms of Service and to the extent permitted by Applicable Laws, the Logpoint Services shall be provided “as is” and Logpoint does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, or any warranty regarding the availability, reliability, or accuracy of the Logpoint Services.
10.2 Consequential Loss indemnification
Each Party shall be responsible for and shall save, indemnify, defend and hold harmless the other Party from and against any and all Claims in respect of Consequential Loss arising from, relating to or in connection with the Agreement irrespective of cause and even if the relevant Claims arise from or are contributed to in whole or in part by the fault or negligence of any form or degree (whether sole, joint or concurrent and including Gross Negligence), Wilful Misconduct, strict liability, breach of contract, breach of duty (whether statutory or otherwise), breach of representation or warranty, breach of any relevant laws or any other failure of any nature of the indemnified party or any other person or entity seeking to rely on an indemnity, release or other contractual right or obligation or an exclusion or limitation of liability hereunder, or any other entity, person or party and shall apply irrespective of whether a Claim is based in tort, breach of contract or otherwise at law.
10.3 IPR indemnification
Logpoint shall indemnify the Customer against any claim from any third party that the normal use of the Logpoint Services infringes such third party’s IPR, provided that Logpoint is given immediate and complete control of such claim, that the Customer does not prejudice Logpoint’s defence of such claim, that the Customer gives Logpoint all reasonable assistance in connection with such claim, and that the claim does not arise as a result of the use of the Logpoint Services other than in accordance with the terms of this Agreement.
In the defence or settlement of any claim, Logpoint may procure the right for the Customer to continue using the Logpoint Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 calendar days’ notice to the Customer without any additional liability or obligation to pay service credits or other additional costs to the Customer.
In no event shall Logpoint be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Logpoint;
(b) the Customer’s use of the Logpoint Services or Documentation in a manner contrary to the instructions given to the Customer by Logpoint; or
(c) the Customer’s use of the Logpoint Services after notice of the alleged or actual infringement from Logpoint or any appropriate authority.
This clause 10.3 states the Customer’s sole and exclusive rights and remedies, and Logpoint’s (including its employees’, agents’, and subcontractors’) entire obligations and liability, for infringement of any IPR or right of confidentiality.
10.4 Limitation of liability
In no event shall Logpoint be liable towards the Customer under or in connection with these Terms of Service or the subject matter contemplated hereunder, including, without limitation, the Logpoint Services, whether in tort, contract, or otherwise for Consequential Loss.
Logpoint shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
The Customer assumes sole responsibility for results obtained from the use of the Logpoint Services and the Documentation by the Customer, and for conclusions drawn from such use. Logpoint shall have no liability for any damage caused by errors or omissions in any information, instructions, Customer Data or scripts provided to Logpoint by the Customer in connection with the Services, or any actions taken by Logpoint at the Customer’s direction.
Notwithstanding anything else to the contrary in this Agreement, the Parties expressly agree that Logpoint’s maximum total aggregate liability to the Customer for any and all breaches of the terms of this Agreement (including but not limited to any repudiatory breaches) or in relation to any other act, fault or omission connected with this Agreement and any Claims, including for service credits arising therefrom, in tort, contract or otherwise at law shall in all circumstances whatsoever be limited to 100% of the Subscription Fee amounts agreed to be paid by the Customer for use of the Logpoint Services during 6 months prior to the event giving rise to the liability (the “Liability Cap“). The Liability Cap shall apply irrespective of cause and even if the relevant Claims arise from or are contributed to in whole or in part by the fault or negligence of any form or degree (whether sole, joint or concurrent and including Gross Negligence), Wilful Misconduct, strict liability, breach of contract, breach of duty (whether statutory or otherwise), breach of representation or warranty, breach of any relevant laws or any other failure of any nature by Logpoint or any other person or entity, person or party and shall apply irrespective of whether a Claim is based in tort, breach of contract or otherwise at law. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident. The Customer shall, regardless of cause, defend, indemnify, and hold harmless Logpoint from and against any and all Claims of any nature whatsoever exceeding the Liability Cap.
11. Term and Termination
These Terms of Service enter into force on the Effective Date and shall remain in force unless terminated earlier in accordance with the terms of the Agreement (the “Term“). Termination notice in connections with automatic renewal of the Subscription is described in the Order Form.
11.2 Termination for breach
A Party is entitled to terminate the Agreement by written notice to the other Party if the other Party is in material breach of the Agreement and fails to remedy the breach within 30 calendar days following written notice of breach from the other Party.
If the material breach from the Customer is not possible to remedy, Logpoint may terminate the license grant set out in clause 2 with immediate effect.
For the avoidance of doubt, any termination of the license grants as set out in these Terms of Service is without liability to Logpoint, and such termination does not release the Customer from any payment obligation, nor does it entitle the Customer to any refund.
11.3 Termination for insolvency
A Party is entitled to terminate the Agreement with immediate effect, including these Terms of Service, by written notice to the other Party if:
(a) an order is made, or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for benefit of creditors generally, or a receiver or administrator is appointed to its assets, or any similar process is put into effect, or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or
(b) the other Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.
11.4 Effect of termination
If the Subscription terminates or expires, for whichever reason, the license grant set out in clause 2 terminates simultaneously.
In case of the Customer’s termination for breach, Logpoint shall refund fees paid in advance, pro-rated with reference to the effective date of the termination. Repayment of fees shall be the Customer’s sole remedy and Logpoint’s sole liability.
Any release, indemnity, or any obligation of confidence under this Agreement is independent and survives termination of the Agreement. Any other term and condition that by its nature is intended to survive termination of this Agreement survives termination of this Agreement unaffected by anything that might have the effect of prejudicing, releasing, discharging, or affecting in any other way the liability of the Party giving the indemnity.
12. Compliance with applicable laws
The Parties shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with these Terms of Service and the Logpoint Services.
12.2 Foreign Trade Controls
The Customer shall comply with all Applicable Laws relating to trade, economic and financial sanctions, and restrictions, whether directly or indirectly applicable to the Services, including for the avoidance of doubt all applicable laws, regulations and orders governing the export and re-export of goods, software, and technology (“Foreign Trade Controls”).
The Customer warrants hereby that it is not subject to any sanction, prohibition, restriction, or designation that would cause the provision of the goods and services to be unlawful further to any applicable Foreign Trade Controls.
In performance of the Customer’s obligations under the Agreement, the Customer shall not, and the Customer shall ensure that its Authorized Users shall not:
(a) deal with any party that is subject to sanctions imposed by, or that is included on any list of sanctioned persons or entities administered by, any governmental authority of the United States (“U.S.”), the United Kingdom (“UK”) or the European Union (“EU”) or any EU member state;
(b) undertake any action, which although not in violation of applicable Foreign Trade Controls could significantly damage Logpoint’s commercial or other reputation interests.
13. Notices, Governing Law, and Dispute Resolution
The Parties’ contact details to which direct notices shall be sent under the Agreement are set out in the Order Form.
13.2 Governing law
Any dispute arising out of or in connection with the Agreement shall be exclusively governed by and construed in accordance with the laws of Denmark, without giving effect to any conflict of law provisions.
13.3 Dispute resolution
In the event of any dispute or disagreement arising under or in connection with these terms (including a dispute or disagreement as to the validity of the terms), such dispute or disagreement will be referred to and resolved under the exclusive jurisdiction of the Danish courts.
13.4 Assignment prohibition
The Customer shall not assign any right or obligation pursuant to this Agreement unless agreed between the Parties.
13.5 Updates to the Terms of Service
Logpoint is entitled to update these Terms of Service and the Documentation to reflect changes in Applicable Laws, modifications to the Logpoint Services, or for any other legitimate and reasonable reason. The Customer will be notified of updates via the Customer’s email address provided in the Order Form.
Logpoint is entitled to subcontract any of its obligations under these Terms of Service but shall, unless otherwise agreed in the Order Form, remain liable for all subcontracted obligations and its subcontractors’ acts or omissions as for its own.
13.7 Force majeure
If an extraordinary situation should arise which is outside the control of the Parties, and which makes it impossible for the Parties to fulfil their obligations under these Terms of Service, the affected Party shall notify the other Party of this as soon as reasonably practicable. Such an extraordinary situation shall include cyber-attacks, war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, earthquake, hurricane, volcanic eruption, and sandstorm. The obligations of the affected Party shall be suspended for as long as the force majeure prevails.
Each Party shall keep each other fully informed of actual and expected effects, if any, of any force majeure, of the steps the affected Party is taking to mitigate the effects of the force majeure, and the expected duration of the force majeure event.
Where a force majeure has occurred, the other Party may only terminate these Terms of Service (i) with the consent of the affected Party, or (ii) if the force majeure lasts or is expected to last for more than 90 calendar days from the date on which the situation arose, and in such case only with 15 calendar days’ notice. Each of the Parties shall cover their own costs associated with ending these Terms of Service. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of these Terms of Service in accordance with this provision.
13.8 Entire agreement
The Agreement and any additional terms agreed in writing between Logpoint and the Customer and specifically stated to be additional terms to the Agreement constitute the entire agreement between Logpoint and the Customer on the subject matter hereof, and these Terms of Service supersede any other prior or contemporaneous agreements, terms, and conditions, written or oral, concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by the Customer shall not override or form a part of these Terms of Service and shall be void.