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Terms and Conditions

Updated August 31, 2023

SOLOGIC, LLC, a Washington limited liability company ("Sologic"), owns certain software applications and platforms for problem solving, commonly known as Causelink,that allow users to conduct and manage root cause analysis.

By logging in to Causelink today (the "Effective Date") you are entering into a binding contract with Sologic, under which Sologic will make those tools available to you via the internet on a subscription basis upon the following Terms and Conditions of Use (these "Terms," and together with the Privacy Policy, and any additional terms that you agree to, as discussed in Section 17 (Entire Agreement) below, the "Agreement"):

Please read the Agreement carefully. By clicking to place your order or start your free trial, you acknowledge that you have read and understood the Agreement, accept the Agreement, and agree to be bound by it. If you do not agree with or cannot comply with the Agreement, you may not use the Services (defined below).

By clicking to place your order or start your free trial, you also promise that any registration information that you submit to Sologic is true, accurate, and complete, and you agree to keep it that way at all times.

  1. Interpretation .The following definitions and rules of interpretation apply in these Terms:

1.1 When used in these Terms:

(a) "Business Day" means any day that is not a Saturday, Sunday, or public holiday in the United States of America.
(b) "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Section 10 (Confidentiality) below.
(c) "Your Data" means the data inputted by, provided by, or originating from you or Sologic on your behalf for the purpose of using the Services or facilitating your use of the Services.
(d) "Documentation" means those documents made available to you by Sologic online via http://www.sologic.com/sites/default/files/cle/_docs/Causelink-Enterprise-User-Guide.pdf and http://www.sologic.com/sites/default/files/cle/_docs/CLE-quick-start-user-guide.pdf or such other web address provided by Sologic to you from time to time that sets out a description of the Services and the user instructions for the Services.
(e) "Initial Subscription Term" means the first month or year, depending on the option you have chosen, that you are subscribed to the Services.
(f) "Normal Business Hours" means 8:00 a.m. to 6:00 p.m. North American Eastern Standard Time each Business Day.
(g) "Renewal Period" means the period described in Section 13 (Term and Termination) below.
(h) "Services" means the subscription services provided by Sologic to you subject to these Terms via a unique URL (e.g., *.causelink.com, where * is a Sologic-defined subdomain), which will be supplied to you by Sologic within a commercially reasonable time following your acceptance of these Terms, or any other website Sologic notifies you of from time to time, as more particularly described in the Documentation.
(i) "Software" means the online software applications provided by Sologic as part of the Services, including but not limited to software owned by Sologic or its affiliates, successors, or assigns, and any successor system or software as designated by Sologic and any derivative works thereof, including all updates, releases, bug fixes, upgrades, modifications, enhancements and extensions, all associated software components, media, printed documents and online or electronic documentation, any image and any text, data, or content, including, without limitation, information, composites, photographs, film or video footage, animations, audio products, or any visual representations regardless of whether the images are obtained via download from Sologic or delivered by Sologic via any other media, together with all material generated optically, electronically, digitally or by any other means from the same, including reproductions thereof.
(j) "Subscription Fees" means the subscription fees you pay to Sologic for the User Subscription.
(k) "Subscription Term" means the Initial Subscription Term together with any subsequent Renewal Periods.
(l) "Support Services Policy" means Sologic's policy for providing support in relation to the Services as made available at http://www.sologic.com/root-cause-analysis-software/causelink-support-0 or such other website addresses as Sologic may provide to you from time to time.
(m) "User Subscription" means the user subscription you purchased under these Terms that entitle you to access and use the Services and the Documentation in accordance with these Terms.
(n) "Virus" means any device or thing (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.

1.2 The language in all parts of these Terms will, in all cases, be construed according to its fair meaning and not strictly for or against any party. The captions and paragraph headings used in these Terms are inserted for convenience of reference only and are not intended to define, limit, or affect the interpretation or construction of any term or provision of these Terms.

1.3 Words in the singular will include the plural and vice versa, and a reference to one gender will include a reference to the other genders, as context requires.

1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5 The words "writing" and "written" include faxes and e-mails.

  1. User Subscription.

2.1 Subject to these Terms, Sologic hereby grants to you a limited non-exclusive, non-transferable, revocable license to use the Services and the Documentation during the Subscription Term solely for your internal business operations. The Services and the Documentation are licensed, not sold, to you.

2.2 You understand and acknowledge that:

(a) A browser that meets the minimum requirements is required to access to the Software; (b) Sologic may audit the Services to establish the account of each authorized user, including your account. Sologic will not audit more often than quarterly and will avoid substantial interference with your normal conduct of business; and (c) You must promptly disable any password you use to access the Services that is obtained by another person (i.e., an "Unauthorized User") and notify Sologic of the incident. Without prejudice to Sologic's other rights, Sologic may in its sole discretion refuse to issue a password to any individual that has acted as an Unauthorized User.
2.3 You will not access, store, distribute, or transmit any Virus or other material while using the Services that: (a) (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property. Sologic reserves the right, without liability to you, to disable your access to any material that breaches these provisions.

2.4 Unless required by applicable law or permitted by these Terms, you will not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Documentation in any form or media or by any means; (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (c) access all or any part of the Services or Documentation to build a product or service that competes with the Services or Documentation; (d) use the Services or Documentation to provide services to third parties; or (e) subject to Section 18 (Assignment) below, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Documentation available to any third party.
2.5 You will use reasonable precautions to prevent any Unauthorized User access to, or use of, the Services and Documentation, and you will promptly notify Sologic upon such Unauthorized User’s access or use.

2.6 The rights provided under this Section are granted to you only.

  1. Services.

3.1 During the Subscription Term, Sologic will provide the Services and make the Documentation available to you subject to these Terms.

3.2 During the Subscription Term, Sologic will use commercially reasonable efforts to make the Services available around the clock, every day at an availability of 99.95% excluding any planned maintenance. Planned maintenance will occur from time to time, and Sologic will endeavor to cause such planned maintenance to occur between 10:00 p.m. and 2:00 a.m. EST. Sologic will notify you of regularly scheduled maintenance as early as commercially practicable. Further, Sologic will use reasonable efforts to (a) give you at least four hours’ notice in advance if unscheduled maintenance is required and (b) perform such unscheduled maintenance outside Normal Business Hours.

3.3 Sologic will provide you with Sologic’s standard customer support services during Normal Business Hours pursuant to Sologic's Support Services Policy in effect when the Services are provided. Sologic may amend the Support Services Policy in its sole discretion from time to time. You may purchase enhanced support services separately at Sologic’s then current rates.

  1. Your Data.

4.1 You exclusively own and are solely responsible for all of Your Data.

4.2 Sologic will backup Your Data, including file attachments nightly. The backup data are stored for two weeks on a server separate from your production instance and then deleted. If any of Your Data is lost or damaged, Sologic will use reasonable commercial efforts to restore the lost or damaged data from the latest backup. Sologic is not responsible for any loss, destruction, alteration, or disclosure of Your Data caused by any third party (except any party contracted by Sologic to perform services related to Your Data maintenance and backup).

4.3 In providing the Services, Sologic will comply with its privacy and security policy relating to the privacy and security of Your Data available at http://www.causelink.com/privacy or such other website address as may be provided to you from time to time, as that policy may be amended from time to time by Sologic in its sole discretion.

4.4 To the extent Sologic processes any personal data on your behalf when performing its obligations under these Terms, the parties hereby acknowledge that you are the data controller and Sologic is a data processor and:

(a) You acknowledge and agree that the personal data may be transferred or stored outside where you are located to carry out the Services and Sologic’s other obligations under these Terms; (b) You will ensure that you are entitled to transfer the relevant personal data to Sologic so that Sologic may lawfully use, process, and transfer the personal data under these Terms on your behalf; (c) You will ensure that the relevant third parties are informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection law; (d) Sologic will process the personal data only in accordance with these Terms and any lawful instructions you reasonably give from time to time; and (e) each party will take appropriate technical and organizational measures against Unauthorized User or unlawful processing of the personal data or its accidental loss, destruction, or damage.

4.5 Sologic may aggregate, de-identify, or anonymize Your Data and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Your Data, for Sologic’s own research and development purposes.

  1. Third Party Providers. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that you do so solely at your own risk. Sologic makes no representation or warranty regarding any third-party website; Sologic is not liable for the content of, use of, or correspondence with, any third-party website; and Sologic has no obligation or liability for any transaction you enter into with any such third party. Transactions via third-party websites are between you and the relevant third party and not Sologic. Sologic recommends that you refer to applicable website terms and conditions and privacy policies before using any third-party website. Sologic does not endorse or approve any third-party website or the content of any of the third-party website made available via the Services.

  2. Sologic's Obligations.

6.1 Sologic will undertake to ensure that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 Section 6.1 will not apply to any non-conformance caused by use of the Services contrary to Sologic's instructions, including any modification or alteration of the Services by any party other than Sologic or Sologic's duly authorized contractors or agents. If the Services do not conform with Section 6.1, Sologic will, at its expense, use reasonable commercial efforts to correct the non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Section 6.1. Notwithstanding the foregoing:

( a) Sologic does not warrant that your use of the Services will be uninterrupted or error-free or that the Services, Documentation, or information you obtain through the Services will meet your requirements, and (b) Sologic is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
6.3 Sologic may enter into agreements similar to these Terms with third parties, and may independently develop, use, sell, or license documentation, products, and services that are the same or similar to those provided under these Terms.

6.4 Sologic warrants that it has and will maintain all necessary licenses, consents, and permissions necessary to perform its obligations under these Terms.

  1. Your Obligations. You will:

(a) cooperate with and provide information to Sologic as Sologic needs to provide the Services, including Your Data, security access information, and configuration services; (b) comply with all applicable laws and regulations with respect to your activities under these Terms; (c) carry out your responsibilities under these Terms in a timely and efficient manner (Sologic may adjust timetables and delivery schedules as reasonably necessary due to your delays); (d) ensure you use the Services and Documentation pursuant to these Terms, and, if breached, you are responsible for your breach of these Terms; (e) obtain and maintain all necessary licenses, consents, and permissions necessary for Sologic as well as its contractors and agents to perform their obligations under these Terms, including the Services; (f) ensure your network and systems comply with the relevant specifications provided by Sologic from time to time; and (g) be solely responsible for (i) procuring and maintaining your network connections and telecommunications links from your systems to Sologic’s internet application and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
8. Charges and Payment; Trial.

8.1 You will pay the Subscription Fees to Sologic for the User Subscription in accordance with the pricing described when the service is purchased.

8.2 You will on the Effective Date provide to Sologic valid, up-to-date and complete credit card details or approved purchase order information acceptable to Sologic and valid, up-to-date and complete contact and billing details. Further:

(a) By providing your credit card details to Sologic, you hereby authorize Sologic to bill such credit card: (i) Subject to a trial, on the Effective Date, and monthly or annually thereafter, depending upon your Subscription type, for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to Section 13.1, at the beginning of each renewal period.
8.3 If Sologic has not received payment within 30 days after the due date, without prejudice to any other rights and remedies of Sologic:

(a) Sologic may, without liability to you, disable your password, account, and access to all or part of the Services, and Sologic will be under no obligation to provide any or all of the Services while any invoice remains unpaid; and (b) interest will accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of JP Morgan Chase, or its successor, at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in these Terms are: (a) payable in United States Dollars; (b) non-cancellable and non-refundable, subject to Section 12.3(b); and (c) exclusive of tax, which will be added to Sologic's invoices at the appropriate rate.

8.5 Sologic may increase Subscription Fees at the start of each Renewal Period upon 90 days' prior notice to you.

8.6 From time to time, Sologic may offer a trial of a Paid Subscription for a specified period without payment or at a reduced rate (a "Trial"). Sologic reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some Trials, Sologic will require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, SOLOGIC MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR SOLOGIC ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR SOLOGIC ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR SOLOGIC ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR SOLOGIC ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SOLOGIC WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

  1. Proprietary Rights.

9.1 You acknowledge and agree that Sologic and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses for the Services or the Documentation. The Agreement does not grant you any rights to use any Sologic trademarks, service marks, trade names, logos, domain names, and any other features of the Sologic brand whether for commercial or non-commercial use.

9.2 Sologic confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under and in accordance with these Terms.

  1. Confidentiality.

10.1 Each party may be given access to Confidential Information to perform obligations under these Terms. Confidential Information does not include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party will hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

10.3 Each party will take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

10.4 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Sologic's Confidential Information.

10.6 Sologic acknowledges that Your Data is your Confidential Information.

10.7 This Section 10 (Confidentiality) will survive termination of these Terms.

  1. Indemnity.

11.1 You will defend, indemnify, and hold harmless Sologic against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) regarding your use of the Services or Documentation, provided that:

(a) Sologic promptly notifies you of any such claim of which Sologic is itself notified; (b) Sologic reasonably cooperates with you in defending and, if appropriate, settling such claim, at your expense; and (c) you are given sole authority to defend or settle the claim. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST SOLOGIC RELATED TO YOUR DATA, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD SOLOGIC HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

11.2 Sologic will, subject to Section 11.5, defend you against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

(a) Sologic is given prompt notice of any such claim; (b) You provide reasonable cooperation to Sologic in defending and settling such claim, at Sologic's expense; and (c) Sologic is given sole authority to defend or settle the claim.
11.3 In defending or settling any claim, Sologic may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on two Normal Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

11.4 In no event will Sologic, its employees, agents or subcontractors be liable to you if alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than Sologic; (b) Your use of the Services or Documentation in a manner contrary to the instructions given to you by Sologic; or (c) Your use of the Services or Documentation after notice of the alleged or actual infringement from Sologic or an appropriate authority.
11.5 The foregoing states your sole and exclusive rights and remedies, and Sologic's (including Sologic’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

  1. Limitation of Liability. Subject to the provisions of Section 11, this Section sets out the entire financial liability of Sologic (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you regarding: (a) any breach of these Terms, (b) your use of the Services and Documentation or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

12.1 Except as expressly and specifically provided in these Terms:

(a) You assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. Sologic will have no liability for any damage caused by errors or omissions in any information, instructions or scripts you provide to Sologic in connection with the Services, or any actions taken by Sologic at your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and (c) the Services and the Documentation are provided to you on an "as is" and "as available" basis.
12.2 Nothing in these Terms excludes the liability of Sologic for death or personal injury caused by Sologic's negligence or for fraud or fraudulent misrepresentation.

12.3 Subject to Sections 12.1 and 12.2:

(a) Sologic will not be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and (b) Sologic's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms will be limited to the total Subscription Fees paid for the User Subscription during the month immediately preceding the date on which the claim arose.
13. Term and Termination.

13.1 This Agreement will, unless otherwise terminated as provided in this Section, commence on the Effective Date and will continue for the Initial Subscription Term and, thereafter, these Terms will be automatically renewed for successive monthly or annual periods, depending upon your monthly or annual subscription, (each a "Renewal Period"), unless:

(a) either party notifies the other party of termination at least 10 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms will terminate upon the expiration of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of these Terms.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other if:

(a) the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; (c) the other party commences a voluntary case under the federal bankruptcy laws or under any other federal or state law relating to insolvency or debtor’s relief; the entry of a decree or order for relief against the other party in an involuntary case under the federal bankruptcy laws or under any other applicable federal or state law relating to insolvency or debtor’s relief; the appointment of or the consent by other party to the appointment of a receiver, trustee or custodian of the other party or of any of the other party’s property; an assignment for the benefit of creditors by the other party; the other party’s failure generally to pay its debts as such debts become due; the making or suffering by the other party of a fraudulent transfer under applicable federal or state law; concealment by the other party of any of its property in fraud of creditors; the making or suffering by the other party of a preference within the meaning of federal bankruptcy law; or the imposition of a lien through legal proceedings or distraint upon any of the property of the other party that is not discharged or bonded; or (d) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
13.3 On termination of these Terms for any reason:

(a) all licenses granted under these Terms will immediately terminate; (b) each party will return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) Sologic may destroy or otherwise dispose of any of Your Data in its possession unless Sologic receives, no later than ten days after the effective date of the termination of these Terms, a written request to deliver to you the then most recent backup of Your Data. Sologic will use reasonable commercial endeavors to deliver the backup to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You will pay all reasonable expenses incurred by Sologic in returning or disposing of Your Data. (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.
14. Force Majeure .Sologic will have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sologic or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

  1. Waiver

15.1 .A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

  1. Severance

16.1. If any provision of these Terms or the application thereof to any person or circumstance be invalid, illegal, or unenforceable to any extent, the remainder of these Terms and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law.

  1. Entire Agreement

17.1 .Other than as stated in this Section or as explicitly agreed upon in writing between you and Sologic, the Agreement constitutes all the terms and conditions agreed upon between you and Sologic and supersedes any prior agreements in relation to the subject matter of the Agreement, whether written or oral.

  1. Assignment

18.1 .You will not, without the prior written consent of Sologic, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms. Sologic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

  1. No Partnership or Agency. Nothing in these Terms is intended to or will operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  2. Third Party Rights. This Agreement does not confer any rights on any person or party other than the parties to these Terms (and, where applicable, their successors and permitted assigns).

  3. Attorney’s Fees. Should it be necessary for either party to invoke the aid of a court to enforce these Terms, the prevailing party therein, in addition to costs allowed by law, will recover a reasonable sum as attorney's fees, all of which the other party agrees to pay.

  4. Governing Law and Jurisdiction

22.1. This Agreement will be governed by, construed and enforced in accordance with the laws of the state of Washington, irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under these Terms will lie in Yakima County, Washington.

  1. Notices .Any notice required to be given under these Terms will be in writing. Written notices to you will be sent to the address provided by you to Sologic. It is your sole and exclusive responsibility to provide Sologic with updated information for yourself to receive communications from Sologic.

Unless otherwise provided with a different contact by Sologic, written notices to Sologic will be the following address:

Attn: Chris Eckert Sologic, LLC 204 W. Wackerly, Midland, MI 48640