The following Terms of Service governs your use of the HoudiniEsq (‘Software’), HoudiniEsq.com (‘Website’) and HoudiniEsq.net (‘Service’).

Your continued use of the website, service or software is acceptance of these terms.

 

1. Acceptance of Terms

(1) By using the HoudiniEsq.com or HoudiniEsq.net web site (‘Service’), all services of HoudiniEsq, you are agreeing to be bound by the following terms and conditions (‘Terms of Service’), including any subsequent changes or modifications to them. If you do not agree to these Terms or to our Privacy Policy, please do not log in to the software, access the HoudiniEsq website or services.

2. Limited License and Use of the Service

(1) You are granted a non-exclusive, non-transferable, limited license to access and use the Service.

(2) LogicBit Software Corp. does not review or pre-screen the contents of electronic data uploaded or posted to the Service (‘Content’) by Authorized Users (as defined below), and LogicBit Software Corp. claims no intellectual property rights with respect to the Content.

(3) You agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, LogicBit Software Corp., or any other software or service provided by LogicBit Software Corporation.

(4) You agree not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, obscene, defamatory, pornographic or in violation of these Terms of Service.

(5) You agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheets (‘CSS’) or any visual design elements without the express written permission from LogicBit Software Corp..

(6) You agree not to use the Service to upload, post, host, or transmit unsolicited bulk e-mail ‘Spam’, viruses, self-replicating computer programs ‘Worms’, short message service ‘SMS’ messages or any code of a destructive or malicious nature.

(7) The Service is protected by the United States and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license granted pursuant to this Agreement, you acknowledge and agree that all ownership, license, intellectual property, and other rights and interests in and to the Service shall remain solely with LogicBit Software Corp..

(8) Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (‘Public Content’). LogicBit Software Corp. reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates these Terms of Service, including, but not limited to, removal of such Public Content and/or the termination of your account.

(9) LogicBit Software Corp. reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice that may be faulty, buggy or may be deemed a potential security risk. Continued use of the Service following any modification constitutes your acceptance of the modification.

(10) Scheduled Maintenance and Downtime. LogicBit Software Corp. will use its commercially reasonable efforts to provide services 24 hours a day, seven days a week. Subscriber acknowledges that from time to time the services may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades (‘Scheduled Downtime’); or service malfunctions, and causes beyond LogicBit Software Corp.’s control or which are not reasonably foreseeable by LogicBit Software Corp., including the interruption or failure of telecommunications or digital transmission links, hostile network attacks, or network congestion or other failures. LogicBit Software Corp. will provide at least 48 hours advance notice to the subscriber for Scheduled Downtimes and will use commercially reasonable efforts to minimize any other disruption, inaccessibility and/or inoperability of its web servers. LogicBit Software Corp. has no responsibility for downtime resulting from a user’s actions.

(11) LogicBit Software Corp. stores all Content on dedicated storage devices. All Content associated with the subscription will be replicated at a regular interval to a secondary storage device, accessible only to authorized data center personal. The primary Subscriber may directly contact us at any time to request a release of the Data. The Data will be transmitted digitally, or copied to write-once media and delivered to the Subscriber by courier in an unencrypted format.

(12) LogicBit Software Corp. has taken great care in protecting your data, however, LogicBit Software Corp. does not guarantee that Subscribers data will not become corrupt or that data loss will not occur. LogicBit Software Corp. shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages), resulting from any use of this Service, its Software and Application Programming Interfaces (API).

(13) You, your agents and assigns may not: reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software in whole or in part. distribute, copy, publish, assign, sell, bargain, convey, transfer, pledge, lease or grant any further rights to use the Software. modify or create derivative work based Software in whole or in part. tamper with, alter, disable or circumvent the Software’s built-in license verification and enforcement capabilities. remove or alter any trademark, copyright, logo or other proprietary notices in the Software or disclose the License Key text in any form.

(14) The licensee must be a licensed attorney in good standing with the State Bar. This product is to be licensed by a Law Practice or In-house Counsel solely. This product may not be used for any other purpose. Doing so is a direct violation of these terms of service. LogicBit Software Corp. reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service without notice for violating any terms of this agreement.

(15) You, your agents and assigns acknowledge that the latest revision or version of the software is HoudiniEsq 2.0.0.358 or greater. You, your agents and assigns agree to use the latest version or revision of the software at all times. Executing, running or using any version prior to version 2.0 is a direct violation of these terms of service. You, your agents and assigns acknowledge that not running the latest version of the software puts you and your organization’s data at great risk and release LogicBit Software Corp., and all its agents from all liability. LogicBit Software Corp., its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LogicBit Software Corp. or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages).

3. Hardware Replacement Service Level Agreement

(1) LogicBit Software Corp. guarantees that in the event of a server hardware failure, the faulty hardware will be replaced within 30 Minutes of identifying the problem. In the event that this guarantee is not met, LogicBit Software Corp. will issue a credit for ten times the actual amount of additional downtime. The amount of compensation may not exceed the customer’s monthly recurring charge. This guarantee does not include the time it requires to perform additional software related maintenance, including rebuilding accounts from backups, cloning hard drives, reloading the operating system, reloading and configuring applications, or rebuilding raid arrays. Data Center Details

4. Network Uptime Service Level Agreement

(1) LogicBit Software Corp. guarantees network uptime to be 99.99%. This guarantee assures that all major routing devices within our network are reachable from the global internet 99.99% of the time. Our Data Center is SAS-70 and SSAE-16 Certified.

Data Center Details

(a) Network SLA Exclusions

Many possible situations are completely beyond the control of LogicBit Software Corp., and therefore are not in the scope of this SLA. These situations include:

(a.1) Scheduled Network Maintenance and Upgrades – occasionally network Maintenance and Upgrades will be required. LogicBit Software Corp. will do everything possible to minimize and avoid downtime during this maintenance. You will receive prior notification of upcoming maintenance at the email address we have on file. Scheduled Maintenance and Upgrade periods are not eligible for SLA credits.

(a.2) Hardware Maintenance and Upgrades – on rare occasions, the hardware in your Server may need Maintenance and Upgrades or replacement. LogicBit Software Corp. will do everything possible to minimize any downtime in these situations per our hardware replacement SLA. Any downtime incurred as a result of this Maintenance and Upgrades will not be counted towards our network SLA.

(a.3) Software Maintenance and Upgrades – an important part of managing our service is keeping the software up to date. Occasional software updates will be required to address security or performance issues. Usually, you will experience little or no downtime in these situations, but we cannot guarantee a specific amount of time in all situations.

(a.4) Malicious Attacks – if a third party not associated with LogicBit Software Corp. initiates a “Denial of Service” or other forms of disabling attack against your Server or major portions of our network, LogicBit Software Corp. will do everything in its power to stop the attack, but cannot guarantee a resolution time.

(a.5) Known Threats – in an effort to protect our servers and client data or major portions of our network, LogicBit Software Corp. will implement security fixes immediately. This downtime is required in order to protect the integrity of our networks and client data. Do to nature and difficulty in knowing beforehand what may constitute a threat and what measures must be taken, we cannot guarantee a resolution time.

(b) Network SLA Remedy

(b.1) In the event that LogicBit Software Corp. does not meet this SLA, clients will become eligible to request compensation for downtime. If LogicBit Software Corp. is or is not directly responsible for causing the downtime, the customer will receive a credit for 10 times ( 1,000% ) the actual amount of downtime. This means that if your server is unreachable for 1 hour (beyond the % allowed), you will receive 10 hours of credit.

(b.2) All requests for compensation must be received within 5 business days of the incident in question. The amount of compensation may not exceed the customer’s monthly recurring charge. This SLA does not apply for any month that the customer has been in breach of LogicBit Software Corp. Terms of Service or if the account is in default of payment.

5. Response Time Service Level Agreement

(1) LogicBit Software Corp.’s customers are covered by our thirty minute initial response time guarantee. That means that when you submit a trouble ticket either via email or by phone you are guaranteed a response from a support technician within thirty minutes.

(2) If LogicBit Software Corp. fails to respond within thirty minutes, you will be credited 10 times the amount of time exceeding our SLA commitment. That means that if your ticket goes 1 hour past our stated initial response time guarantee, your account will receive a 10-hour credit. All requests for compensation must be received within 5 business days of the incident in question. The amount of compensation may not exceed the customer’s monthly recurring charge. This SLA does not apply for any month that the customer has been in breach of LogicBit Software Corp.’s Terms of Service or if the account is in default of payment.

How to Report a Problem

Phone – 888-366-2280 or 919-238-7023 (Local and International)

6. Access to the Service

(1) You are only permitted to access and use the Service if you are an Authorized User. ‘Authorized User’ means an individual subscriber or the partners, members, employees, temporary employees, and contractors of an organization with a subscription to the Service (‘Subscriber’). Authorized Users are required to provide their full legal name, a valid email address, and any other information requested by LogicBit Software Corp. and this Service.

(2) Each Authorized User will be provided with a unique identifier to access and use the Service (‘Username’). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

(3) Each Subscriber shall designate an Authorized User as administrator for the Subscriber’s subscription (‘Administrator’). Each Subscriber may have multiple Authorized Users, and the Administrator will manage the list of active Authorized Users associated with the subscription. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any particular user.

(4) Subscribers are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

(5) All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

(6) Notwithstanding section 5(5), Authorized Users are permitted to access and use the Service using the Houdini DESC Application Program Interface (‘API’) subject to the following conditions:

(a) Any use of the Service using the HoudiniEsq API, including the use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;

(b) LogicBit Software Corp. shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service directly or via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service directly or via an API. LogicBit Software Corp., in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn Authorized User prior to suspension; and

(d) LogicBit Software Corp. reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service without notice.

(e) LogicBit Software Corp. reserves the right to terminate its relationship with any Subscriber for any reason at any time. The Subscriber will be asked to find another product, LogicBit Software Corp. will then provide the Subscriber with their data in electronic form for download or on a disc provided by the Subscriber. Once the data has been delivered to the user all data present on the host system will be permanently deleted.

(f) LogicBit Software Corp. may offer a trial or free subscriptions to the Service funded by advertisements. LogicBit Software Corp. reserves the right at any time to modify or discontinue, temporarily or permanently, such subscriptions, with or without notice. Authorized Users using a free subscription shall not block the advertisements.

(7) You, your agents and assigns acknowledge that the latest revision or version of the software is HoudiniEsq 2.0.0.358 or greater. You, your agents and assigns agree to use the latest version or revision of the software at all times. Executing, running or using any version prior to version 2.0 is a direct violation of these terms of service. You, your agents and assigns acknowledge that not running the latest version of the software puts you and your organization’s data at great risk and release LogicBit Software Corp., and all its agents from all liability. LogicBit Software Corp., its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LogicBit Software Corp. or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages).

7. Security and Passwords

(1) Authorized Users and Subscribers shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service known to them, and for the accuracy and adequacy of personal information provided to the Service.

(2) Subscribers will implement policies and procedures to prevent unauthorized use of Usernames, and will promptly notify LogicBit Software Corp., upon suspicion that a Username has been lost, stolen, compromised, or misused.

8. Payments, Refunds, and Subscription Changes

(1) Subscribers with paying subscriptions will provide LogicBit Software Corp. with a valid credit card for payment of the monthly subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes.

(2) Subscribers with paying subscriptions will be charged monthly starting on the 30th day after the subscription was initially created. Subscriptions canceled prior to the processing of the first invoice on the 30th day, will not be charged. Such Subscribers will thereafter be charged in advance on a monthly basis, and the charge is non-refundable.

(3) No refunds or credits will be issued for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an active subscription.

(4) There are no charges for canceling a subscription, and paying subscriptions canceled prior to the end of the current month will not be charged again in the following month.

(5) The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

(6) All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

(7) Subscribers with paying subscriptions may have their account access restricted for failure to pay subscription fees due. Account access will be restricted until all monies owed are paid in full. Subscribers will be notified of late payments by email. If payment in full is not received within ninety (90) days the Subscriber’s account will be permanently deleted from the service.

9. Cancellation and Termination

(1) Subscribers are solely responsible for canceling their subscription. Subscribers may cancel their subscription at any time by sending an email cancellation request to either support@HoudiniEsq.com or sales@HoudiniEsq.com. Subscriber must provide their instance name (typically the firm name) of their instance when communicating with HoudiniEsq staff.

(2) LogicBit Software Corp. in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for non-compliance with these Terms of Service, and pursue any other remedy legally available to it.

(3) Upon cancellation access to the Service will be terminated immediately.

(4) Upon cancellation or termination of a subscription, all Content associated with such subscription will be immediately and irrevocably deleted from the Service after ninety (90) days.

10. Limited Warranty and Limitation of Liability

(1) The Service is provided on an ‘as is’, ‘as available’ basis and LogicBit Software Corp. expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose.

(2) LogicBit Software Corp., its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LogicBit Software Corp. or its affiliates does not warrant that:

(a) the Service will meet any specific requirements;

(b) the Service will be uninterrupted, timely, secure, or error-free;

(c) the results that may be obtained from the use of the Service will be accurate or reliable;

(d) the quality of any products, services, information, or other material purchased or obtained through the Service will meet any expectations; and

(e) any errors in the Service will be corrected.

(3) LogicBit Software Corp., its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LogicBit Software Corp. or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages), resulting from:

(a) the use or the inability to use the Service;

(b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;

(c) any unauthorized access to or alteration of Authorized User transmissions or Content;

(d) any price change, suspension or discontinuance of the Service;

(e) any loss of Content, modification to a feature or to the Service itself;

(f) any loss of Content subsequent to a cancellation or termination of a subscription to the Service;

(g) statements or conduct of any third party on the Service; or

(h) any other matter relating to the Service.

(4) You, your agents and assigns acknowledge that the latest revision or version of the software is HoudiniEsq 2.0.0.358 or greater. You, your agents and assigns agree to use the latest version or revision of the software at all times. Executing, running or using any version prior to version 2.0 is a direct violation of these terms of service. You, your agents and assigns acknowledge that not running the latest version of the software puts you and your organization’s data at great risk and release LogicBit Software Corp., and all its agents from all liability. LogicBit Software Corp., its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LogicBit Software Corp. or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LogicBit Software Corp. has been advised of the possibility of such damages).

11. Location of “OUR” Servers and “YOUR” Data

(1) Our U.S. based servers and all U.S. based client data resides in our Michigan and/or Phoenix data center. At no time is U.S. based client data transmitted outside U.S. borders.

(2) Requesting your data

(a) You may request your data at any time as long as you have used the service for longer than 60 days. There is no charge for the first request.

(b) This service is only provided for free one time. Any subsequent request will require payment prior to delivery of your data using the following charge schedule, $100 USD per gigabyte or $100 USD per hour whichever is less expensive.

(c) You must provide a secure dropbox or provide LogicBit Software with a memory stick adequate to contain all your data. If you do provide media you must also provide a return postage paid envelope. If you provide an electronic means to deliver your data such as a dropbox account it is understood and agreed to that you will ensure that the location of the dropbox and the transmission of the data is secure. You acknowledge and agree that LogicBit Software is not responsible for any lack of security with external services you may instruct LogicBit to use and once LogicBit has begun transmitting your data the data’s security is entirely your responsibility. You understand and agree that the time to download data from our data center and then transmit your data to you will be used in the calculation of the charges. Assuming your data is 5GB and takes 4 hours the charge would be $400. If the destination has a very slow internet connection or download speed the charges will be greater. You agree and acknowledge that the destination you provide LogicBit Software with and the internet download speed it provides and the time it takes to receive your data is outside LogicBit Software’s control. You agree to pay in full the invoiced amount prior to receiving your data. You also agree and acknowledge that there is a minimum charge of $400 per request regardless of the size of your data. You agree and acknowledge that all request must be made prior to the cancellation of your account and while in good standing with all the terms of this agreement.

Data Center Details

12. Federal Regulation Compliance

(1) You are responsible for complying with the CAN-SPAM federal regulation. You are also responsible for supplying an Unsubscribe link in the event that your email is required to under the Federal CAN-SPAM regulation.

13. Intellectual Property

(1) LogicBit Software Corp. Corp. claims no intellectual property rights over the data you add or upload to the Service. You acknowledge that LogicBit Software Corp. Corp. owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by the U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service.

14. Miscellaneous

(1) You acknowledge and agree that LogicBit Software Corp. may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

(2) You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Content, may be transmitted unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices such as backups.

(3) The failure of LogicBit Software Corp. to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

(4) The Terms of Service constitutes the entire agreement between you and LogicBit Software Corp. and govern your use of the Service, superseding any prior agreements between you and LogicBit Software Corp. (including, but not limited to, any prior versions of the Terms of Service).

(5) You may not assign your rights or delegate your duties under this license to access the Service without the prior written consent of LogicBit Software Corp..

(6) These Terms of Service shall be governed by and construed in accordance with the laws of the State of North Carolina, and the federal laws of the United States of America applicable therein.

(7) Any dispute between LogicBit Software Corp. and a subscriber and all users of this service shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitrator shall decide any dispute in accordance with North Carolina law, without the application of choice of law principles. Each party shall bear its own expenses and legal fees for the arbitration. The arbitration shall be conducted in Durham County, North Carolina unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction. Jurisdiction and Venue for any dispute arising under this Agreement shall be in the State and Federal Courts of North Carolina, specifically the Superior Court for the County of Durham and the federal district court for the Eastern District of North Carolina. Subscriber and all users of this service agree that any litigation relating to this Agreement may only be brought in, and shall be subject to the jurisdiction of the state of North Carolina USA.

(8) LogicBit Software Corp. customer information including personal contact information and server data is treated with strict confidentiality and will not be shared with anyone. LogicBit Software Corp. collects cookies on our website to capture information about page visits. This information is anonymous and we use this information only internally to improve the content we provide to our visitors. Information from the cookies is used to gauge page popularity, analyze traffic patterns on our site and guide development of other improvements to our site. If you choose to communicate to us and provide personally identifiable information about yourself, we will use this information only to respond to your inquiry. We will not sell, rent or otherwise disclose that information to third parties.This data collection only pertains to and is collected on our website home page.

HOW CAN YOU CONTACT US ABOUT THIS POLICY

If you have questions or comments about this policy, you may contact our Data Protection Officer (DPO), HoudiniEsq Engeneering, by email at support@houdiniesq.com, by phone at 1.888.366.2280, or by post to:

LOGICBit Software LLC
1225 Crescent Green
Cary, NC 27518
United States