Terms & Conditions of Use for LogMeIn’s Cloud Services
IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN PURCHASING OR ACCESSING THE LISTED SERVICES AND/OR SOFTWARE FROM LOGMEIN, INC. ("LMI INC.") OR IT’S WHOLLY OWNED SUBSIDIARY, LOGMEIN IRELAND LTD. ("LMI IRELAND"), AS APPLICABLE, (LMI INC. AND LMI IRELAND, TOGETHER REFERRED TO HEREIN AS "LMI"). These terms and conditions ("Terms") govern the use and licensing by LMI of the following LogMeIn® cloud-based service(s): LogMeIn Backup®, BoldChat®, LogMeIn® CentralTM, CubbyTM, LogMeIn Free®, LogMeIn Hamachi®, LogMeIn Ignition for Android or iOS, LogMeIn Ignition for Windows, LogMeIn for iOS, join.me®, LogMeIn Pro®, LogMeIn Rescue® or LogMeIn® Rescue+MobileTM, and Xively™, along with their related software, including the Network ConsoleTM (altogether the “Services,” and each a "Service"). Each Service may have additional terms and conditions that are unique to their particular functions and features. You are encouraged to read the Service-specific Terms in Articles VI, VII and VIII below before purchasing or accessing any of the Services. BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE "SUBMIT" OR "ACCEPT" BUTTONS, USING ANY OF THE SERVICES OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING/PURCHASING THE SERVICE ON BEHALF OF (TOGETHER REFERRED TO AS "YOU" OR "YOUR"), REPRESENT AND WARRANT THAT: (i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE; AND (ii) YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASE ORDER OR THE LIKE YOU MAY PROVIDE LMI AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS ARE HEREBY NULL AND VOID. YOU UNDERSTAND AND AGREE THAT WHEN ORDERING OR ACCESSING LMI'S SERVICES FROM COUNTRIES LOCATED OUTSIDE OF THE UNITED STATES YOU ARE ENTERING INTO A BINDING CONTRACT WITH LMI IRELAND, NOT LMI INC., AND LMI IRELAND SHALL SERVE AS THE SELLER OF RECORD TO YOU. FOR THE AVOIDANCE OF DOUBT, ANY REFERENCES TO "LMI" IN THESE TERMS RELATED TO (i) THE SALE OF SERVICES TO CUSTOMERS LOCATED OUTSIDE OF THE UNITED STATES OR (ii) THE REPORTING AND/OR PAYMENT OBLIGATIONS IN CONNECTION THEREWITH, SHALL BE CONSTRUED AS REFERENCES TO LMI IRELAND AND NOT LMI INC.
Article I. Registering Your Account
1.2. Personally Identifiable Information. When using certain Service(s) provided by LMI hereunder, it may be possible for You to exchange limited personally identifiable information ("PII") with LMI. Your assent to these Terms constitutes an express understanding and agreement that when PII is provided to LMI in connection with the Services, through any of the LMI websites, or otherwise under these Terms, such PII may be maintained and/or processed in the United States by LMI, as LMI's Services, software and website are provided via equipment and other resources located in the United States. To ensure that Your PII is handled with due care, LMI annually certifies that it adheres to the Safe Harbor framework developed by the U.S. Department of Commerce in coordination with the European Union. The European Union's Directive on Data Protection prohibits the transfer of personal data to non-EU countries that do not provide an "adequate" level of privacy protection. Safe Harbor certification permits a "certified" entity to transfer personal data from the EU to the United States in accordance with the EU Directive.
Article II. Using Your Account
2.1. License Grant. LMI hereby grants You a royalty-free, nonexclusive, worldwide, non-transferable, right and license to access, use, execute and deploy the Service and its related software for the applicable subscription term subject to the restrictions set forth in these Terms. The Service is owned and operated by LMI and provided to You on a subscription basis; LMI is not transferring ownership or title to the Service to You.
2.1.1. The Service is made available for download solely for use by You and only according to these Terms. Any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by You to any third party and is non-exclusive.
2.1.2. You acknowledge that the Services and their related software are proprietary to LMI and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Services. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by LMI. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to LMI and its suppliers.
2.1.3. The license granted hereunder entitles You to receive any and all standard updates and support that LMI provides to all users of its Services, generally. Notwithstanding the previous sentence, LMI reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Services. You understand that LMI may update or modify any of the Services and their related software at any time, but is under no obligation to inform You of any such updates or modifications. For the avoidance of doubt, unless LMI chooses to provide such updates or modifications to all of its users, these Terms do not grant You any right, license or interest in or to any premium or “VIP” support, maintenance, improvements, modifications, enhancements or upgrades to the Services or their related software. To the extent that LMI supplies any updates or upgrades to You, they will be deemed to be subject to these Terms, unless LMI indicates otherwise.
2.1.4. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LMI. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
2.2. End User Conduct. You are solely responsible for the content of Your computer(s) and Your LMI account and any transmissions made when using the Services. Your use of the Services are subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). When using any of the Services You hereby agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Service for any illegal purposes; (iv) not to delete from the Service or its related software, documentation or any LMI website used in connection with the Service, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You do not own or have express permission to modify; (v) not to use the Service to interfere or disrupt any other networks connected to the Service; (vi) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use the Service to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else's LogMeIn account at any time, without first obtaining the permission of the account holder. You agree that You are responsible for all actions and inactions of Your employees, consultants, or any other third party that You allow to access Your LMI account, and You agree to use commercially reasonable efforts to monitor such third party users. LMI reserves the right to disable Your account or take any other action that LMI in its sole discretion deems necessary or appropriate in the event that LMI has reason to believe that Your conduct while using any of the Services has violated the terms of this Section 2.2.
2.3. Account Passwords & Security. Certain Services provided by LMI hereunder require You to use an email address to create a username and choose a password for access to Your LogMeIn account (for security purposes, LMI recommends choosing a password for the Service that is different from the username and password to Your computer). LMI does not send emails asking for a user's LogMeIn username and/or password or any other username or password. To keep the Service secure, You should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Services are restricted to authorized users only. Unauthorized individuals attempting to use any of the Services may be subject to prosecution. You agree to carefully safeguard all of Your passwords. LMI does not maintain a database of user passwords so You are solely responsible if You do not maintain the confidentiality of Your passwords and account information. Furthermore, You are solely responsible for any and all activity that occurs under Your account. LMI is not liable for any loss incurred by You resulting from another's use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. However, You may be held liable for losses incurred by LMI or another party due to another's use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. You agree to immediately notify LMI of any unauthorized use of Your account or any other suspected breach of security known to You, including if You believe that Your password and/or account information has been stolen or otherwise compromised.
Article III. Payment Terms, Fees and Renewals
3.1. Accepted Methods of Payment:
3.1.1. Payment of Month-to-Month Subscriptions. In the event that Your subscription to a Service is on a monthly basis, payment of the subscription fee must be by preauthorized credit card charge, PayPal® charge or direct debit only, and Your subscription will automatically renew each calendar month unless You provide LMI with written notice of non-renewal during the prior calendar month. You will automatically be charged the applicable monthly subscription fee for each month or partial month that Your month-to-month subscription is in effect.
3.1.2. Payment of Annual Subscriptions:
220.127.116.11. Annual Subscriptions by Credit Card. In the event that Your subscription to the Service is for a year and the initial payment is by credit card, PayPal® charge or direct debit, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You give LMI prior written notice of non-renewal at least thirty (30) days prior to the expiration of Your current year subscription.
18.104.22.168. Annual Subscriptions By Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from LMI, payment shall be due within thirty (30) days' of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or LMI give prior written notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription.
3.1.3. Free Subscriptions. Notwithstanding the above, Your subscription to any of LMI's free Services do not require the payment of a subscription fee. LMI reserves the right, in its sole and absolute discretion, to restrict or limit the number of “free” or “basic” versions of the Services that may be used by any individual, entity or group of entities.
3.2. Non-U.S. Customer Renewals. If You are located outside of the United States, Your subscription to LMI's Services shall automatically renew with LMI Ireland, not LMI Inc., and LMI Ireland shall serve as the seller of record to You for any subsequent subscription renewal terms.
3.3. No Cancellations. Notwithstanding any provision of these Terms or any course of dealing between the parties, You may not cancel, terminate or rescind a subscription during its term. Any and all payments by You to LMI for access to the Services are final.
3.4. Credit Card Authorization. In the event that You cancel the credit card provided to LMI to pay for the Service or the card expires or is otherwise terminated, You must immediately provide LMI with a new valid credit card number. You authorize LMI, from time to time, to undertake steps to determine whether the credit card number provided to LMI is a valid credit card number. In the event that You do not provide LMI with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You will be in violation of these Terms. You hereby authorize LMI to automatically update Your credit card information using software designed for updating purposes.
3.6. Payment Due. Unless otherwise provided for herein, payment of all fees are due and payable to LMI without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.
3.7. Taxes. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by LMI. If You are exempt from paying any sales, use or other taxes, You must provide LMI with appropriate evidence of tax exemption for all relevant jurisdictions.
3.8. Sales, Promotional Offers, Coupons, Credits. Sales, promotions and other special discounted pricing offers are temporary and upon the renewal of Your subscription, any such discounted pricing offers may expire. LMI reserves the right to discontinue or modify any coupons, credits, sales and special promotional offers at its sole discretion.
Article IV. Legal Terms
4.1. Disclaimer of Warranties. Although LMI has attempted to provide accurate information with regard to the Service, LMI assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-LMI products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Your use of any of the Services is at Your own risk. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY LMI ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. LMI MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES LMI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF LMI OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY LMI FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF LMI WHATSOEVER.
4.2. Limitations of Damages and Liability.
4.2.1. YOU AGREE THAT THE CONSIDERATION WHICH LMI IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY LMI OF THE RISK OF YOUR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. LMI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL LMI BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF LMI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST LMI OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
4.2.2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL LMI'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO LMI, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
4.2.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
4.4. Right to Terminate. LMI may, in its sole discretion, immediately terminate Your subscription, license and right to use the Service if (i) You fail to make timely payments of subscription fees as required for access to Your account or You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; (ii) You breach these Terms; (iii) LMI is unable to verify or authenticate any information You provide to LMI; or (iv) LMI decides, in its sole discretion, to discontinue offering the Service to its users. LMI shall not be liable to You or any third party for termination of the Service or Your use of the Service. Upon expiration or termination for any reason, You shall no longer be authorized to use the Service. When Your access to the Service is terminated and/or Your subscription is canceled, You will no longer have access to data and other material that You may have stored in connection with the Service and that material may be deleted by LMI. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
4.5. Title. Title, ownership rights and intellectual property rights in the Service shall remain with LMI or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give You no rights to such content. "LogMeIn," associated logos, and other names, logos, icons and marks identifying LMI's Services are trademarks or service marks of LMI (collectively the "Trademarks") and may not be used without the prior written permission of LMI. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of LMI or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.
4.6. Feedback. LMI shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, recommendations or other information provided by You relating to the operation of the Service (“Feedback”).
4.7. Confidentiality. You shall maintain the confidentiality of information that has been, and will continue to be, provided to You by LMI in connection with Your use of the Service. You specifically agree to the following confidentiality terms (the "Confidentiality Terms"):
4.7.1. Obligations. You shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use LMI's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of LMI. You shall have no right, title, or interest in or to the confidential information.
4.7.2. Confidential Information. Information considered confidential by LMI includes, without limitation, information of LMI relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by LMI to the public or other information You should reasonably believe to be confidential given the circumstances, (e) information concerning Your use of the Service, and (f) the Service itself and its associated software.
4.7.3. Exclusions. The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of You or any other person or entity with a confidentiality obligation; (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of LMI; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that You shall immediately give LMI written notice and an opportunity to contest such required disclosure).
4.7.4. Remedies. The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, LMI shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies LMI may have available at law and LMI may be entitled to recover the costs, including reasonable attorney's fees, to enforce its rights under these Confidentiality Terms.
4.7.5. Return of Confidential Information. Upon the written request of LMI, You shall return, or certify that You have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.
4.7.6. Enforceability. In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
4.7.7. Application. These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.
4.7.8. Surviving Obligations. The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Your subscription term, as well as continue beyond any time in which You were using the Service.
4.8. Disclaimer of High Risk Activities. The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, equipment used to operate nuclear facilities, aircraft navigation or aircraft communication systems or air traffic control, direct life support machines or weapon systems, in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, LMI and its suppliers specifically disclaim any express or implied warranty of fitness for such High Risk Activities.
4.9. Compliance with Export Laws & Regulations. The Services and their related software are subject to United States Export Administration Regulations. No software or Service may be downloaded, used or exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of its related software, You represent and warrant that You are not- and are not controlled by - any such person or entity and are not controlled by a national or resident of any such country.
4.10. Force Majeure. No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: (i) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Article V. Miscellaneous Contract Terms
5.1. Entire Agreement. These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Your use of any of the Services. LMI may amend these Terms at any time by (i) posting a revised Terms document on or accessible through https://secure.logmein.com and/or (ii) sending information regarding the Terms amendment to the email address You have provided to LMI. You are responsible for regularly reviewing the https://secure.logmein.com site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use the Service after such amended terms have been posted or sent to You. If You do not agree with any such amended terms You must notify LMI during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless LMI agrees to waive such amended terms to which You object.
5.2. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the laws of the United States, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Boston, Massachusetts, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
5.3. Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
5.4. Publicity. LMI shall have the right to identify You as a user of the Service. You agree that LMI may use any logo and/or name associated with You on LMI's website and other materials in order to identify You as a LMI user.
5.5. Notices. Notices by LMI to You may be sent to the email address You provide on the Registration Form or otherwise by any means that LMI determines in its sole discretion as likely to come to Your attention. All notices sent by You to LMI in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of LMI set forth herein.
5.6. Waiver. You agree not to bring or participate in any class action lawsuit against LMI or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of LMI to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by LMI of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to LMI by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
5.7. No Exclusivity. You acknowledge and agree that LMI is in the business of providing remote access, remote support, collaboration and data management solutions and that LMI may provide such services to third parties, including any competitors of You, which are the same or similar to the Services provided to You hereunder.
5.8. Assignment. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, LMI may assign this Agreement, without Your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, LMI may assign all or any part of the performance of this Agreement to an Affiliate Entity without Your prior written consent. For the purposes of this section, the term "Affiliate Entity" shall mean any entity that now or in the future controls, is controlled by, or is under common control with LMI.
Article VI. Additional Terms for Remote Access & Support Services
6.1. Using Remote Access & Control Features. Certain features of LMI’s Remote Access and Support Services, such as LogMeIn® CentralTM, LogMeIn Free®, LogMeIn Ignition for Android or iOS, LogMeIn Ignition for Windows, LogMeIn for iOS, LogMeIn Pro®, LogMeIn Rescue® and LogMeIn® Rescue+MobileTM, allow You to remotely access and/or remotely control a computer, server or other device or remotely transfer files from one device to another. By clicking through these Terms, using any of these Services or otherwise indicating Your acceptance of these Terms, You hereby agree that You will not (i) use any of our remote access and support Services to attempt to gain unauthorized access to computer systems or devices that you do not have permission to access or otherwise interfere with another User's use and enjoyment of our Services; (ii) use the Services to distribute or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) use the Services under false pretenses to gain access to a third party’s PII, computer systems or other devices; or (iv) use the Services for any other illegal purposes. You agree that You are responsible for the actions and inactions of Your employees and consultants and will use commercially reasonable efforts to monitor Your employees and consultants. LMI reserves the right to disable Your account or take any other action that LMI in its sole discretion deems necessary or appropriate, including pursuing legal action, in the event that LMI has reason to believe that You have violated the terms of this Section.
6.2. SMS Messaging. If You are licensing Rescue+Mobile pursuant to these Terms, You are entitled to a combined maximum of one hundred (100) SMS text messages per seat, per month. If You exceed this combined maximum amount per seat, per month, You agree to negotiate in good faith with LMI a commercially reasonable rate per text message over one hundred (100) per seat, per month.
Article VII. Additional Terms for Collaboration Services
7.1. Using LMI’s Collaboration Services. LMI’s Collaboration Services, CubbyTM and join.me®, allow You to host online meetings, share Your screen and files with other users and sync and store Your files in the cloud and/or across multiple devices so that they can easily be shared with others. By clicking through these Terms, using any of these Collaboration Services or otherwise indicating Your acceptance of these Terms, You hereby agree that You will not (i) use the Services to share, store or transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature; or (ii) use the Services to share copyrighted material that You do not own or have permission to share or distribute.
7.2. Collaboration Disclaimer. LMI is not responsible for the images/sounds/etc. you may view or experience while viewing another party’s screen, folders, files, etc. LMI has no obligation to monitor any information stored on or shared through the Services and is not responsible for the accuracy, appropriateness or legality of any files, posts, links or other information You may be able to share or access while using the Services.
7.3. Use of the join.me Conference Line. The join.me conference line is licensed by LMI from a third-party telecommunications provider that grants You access to the conference line directly. For the avoidance of doubt, LMI is not itself a telecommunications provider and does not itself provide any telecommunications-related services. If You are licensing join.me pursuant to these Terms, the join.me conference line is free to use, but it is not a toll-free number. While LMI does not charge You for the use of the conference line, applicable roaming, data and other operator or carrier charges/fees may apply. You understand and agree that You are solely responsible for paying for any such charges/fees. International dial-in numbers are only active on calls hosted by a pro subscriber.
7.4. Sharing Your Cubby. The Cubby Service permits You to share Your Cubby with others or make Your Cubby public. You shall retain full ownership of the files that You store within Your Cubby and these Terms do not grant LMI any title, ownership or intellectual property rights to any of Your files, except for the limited rights that are required to provide the Service to You. However, You should carefully consider what You choose to share with other users as LMI has no responsibility for any files that You share with others. You agree not to use Cubby to share any files that You do not have the legal right to share with others. You understand and agree that purchasing or otherwise legally obtaining documents, videos, music, software or other forms of media does not necessarily grant You the right to distribute or publicly share those files with third parties through the Service. By sharing Your Cubby with other users, You are representing that You either (i) own all copyrights in the files You have placed in Your Cubby or (ii) have obtained permission from the rightful copyright holder to share such files.
Article VIII. Additional Terms for Xively™
8.1 Using LMI’s Xively™ Internet of Things Service. Xively™ provides You with development tools, cloud infrastructure and resources that enable You to create, store, read, share, display and discover real-time and historical data ("Service Data") sourced from Internet-connected objects, devices, applications or services (each a “Data Source”) that You and/or other users have connected to the Service, as well as interact with and manage such Data Sources.
8.2. Your Service Data. You own Your Service Data. LMI does not own any of Your Service Data and specifically disclaims any responsibility for any data that You or any other user posts or produces while using the Service. LMI does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. You are solely responsible for any and all Service Data that You produce, transmit and/or store in the Service and for any activity that occurs within Your account.
8.3 Public vs. Private Service Data. The Xively service gives You the opportunity to (i) keep Your Service Data private by making it “private;” (ii) selectively share Your Service Data by making it “private” and granting certain individuals permission to access Your Service Data under the terms and conditions You choose; or (iii) share Your Service Data with others by making it “public.” You understand and agree that by setting the privacy attribute of any Data Source to “public,” all Service Data associated with that Data Source, as well as Your Xively user ID, will be publicly discoverable and accessible. You further understand and agree that by making Your Service Data “public,” You are waiving any copyright or related ownership rights that You may have in such Service Data, and thereafter such Service Data may be publicly licensed by others in accordance with the terms of Creative Commons CC0 1.0 Universal Public Domain Dedication (the “CCO Terms”) (http://creativecommons.org/publicdomain/zero/1.0/). In the event of a conflict between the CCO Terms and these Terms, these Terms will govern. Any Service Data sourced from a Data Source that You have designated as “private” will not be shared with others, unless explicitly permitted by You, using the Service’s API keys.
Article IX. Digital Millennium Copyright Act (DMCA)
In accordance with the Digital Millennium Copyright Act (DMCA), LMI has adopted and implemented the following notice-and-takedown procedure for copyright owners whose copyrighted work(s) appear on the Cubby.com and Xively.com websites without permission:
LMI has designated an agent (“DMCA Agent”) to receive and respond to proper written notifications from copyright owners who claim inappropriate use of copyrighted materials on Cubby.com and Xively.com. Should LMI’s DMCA Agent receive such a notification in the manner set forth below alleging copyright infringing activity on a Cubby or Xively account, LMI will take whatever action it deems appropriate, in its sole discretion, including removal of the offensive content, contacting the relevant Cubby or Xively account holder, and/or terminating any Cubby or Xively account that is found to repeatedly post infringing content.
DMCA Agent address:
c/o General Counsel
320 Summer Street, Suite 100
Boston MA 02210
All infringement notifications must be submitted in writing to LMI’s DMCA Agent at the postal address, fax and/or email above listed, and must include the following: (1) identification of the copyrighted work(s) claimed to be infringed; (2) identification of the material or link allegedly hosting the infringing content; (3) the copyright owner’s contact information (including mailing address, telephone number, and email address); (4) the following statements: (i) “I hereby state that I have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law,” and (ii) “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or am authorized to act on behalf of the owner of the copyright that is allegedly infringed;” and (5) the full name and electronic or physical signature of the copyright owner or the copyright owner’s agent.
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Certain Services may contain open source software. Please review https://secure.logmein.com/policies/openSourceDisclosure.aspx for the required disclosures and disclaimers regarding such open source software. Certain Services use code of http://ffmpeg.org licensed under the http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html and its source can be downloaded http://ffmpeg.org.
Certain Services are provided under U.S. patent No. 7,310,736 and related patents.