This Software Services Agreement (this “Agreement”) is entered into between Savage Software Corp, an Ohio corporation doing business as BoundaryLogic (“BoundaryLogic”), and Customer, and governs Customer’s access to and use of BoundaryLogic offerings provided under Enterprise plans pursuant to an Order Form. If Customer is purchasing a Free, Professional, or Expert plan, please refer to the BoundaryLogic Terms of Service at https://boundarylogic.com/legal/terms-of-service. If Customer is purchasing through a Reseller, this Agreement supplements the agreement between Customer and Reseller governing the purchase of subscriptions to the BoundaryLogic Platform. Capitalized terms used but not defined herein are defined in Exhibit A.
By accepting this Agreement as part of an Order, you agree to this Agreement on behalf of the entity for which you are acting (such as an employer) (“Customer”). You represent and warrant that you have full legal authority to bind Customer to this Agreement, and confirm Customer’s agreement to be party to this binding contract. If you do not have the authority to bind Customer or do not agree with the terms of this Agreement, you (and Customer) are not authorized to access or use the BoundaryLogic Platform.
1. BoundaryLogic Obligations.
1.1. Access to the BoundaryLogic Platform. Subject to the terms and conditions of this Agreement, BoundaryLogic hereby grants Customer a limited, non-exclusive, non-transferable (subject to Section 9.6), non-sublicensable right, during the Order Term, for Authorized Users to access and use the BoundaryLogic Platform in connection with Customer’s own business purposes.
1.2. Protection of Customer Data. BoundaryLogic will implement and maintain the security requirements set forth in Exhibit B.
2. Service Terms.
2.1. Use Restrictions. Except as otherwise expressly authorized in this Agreement, Customer will not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the BoundaryLogic Platform (except to the extent such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the BoundaryLogic Platform; (iii) copy, modify, create derivative works of, or remove proprietary notices from the BoundaryLogic Platform; or (iv) use the BoundaryLogic Platform for personal or other non-commercial purposes.
2.2. Acceptable Use Policy. Customer will comply with BoundaryLogic’s Acceptable Use Policy available at https://boundarylogic.com/legal/acceptable-use-policy.
2.3. Account Management.
(a) As part of the registration process, Customer will appoint one or more administrative users for Customer’s BoundaryLogic account. Each administrative user has the authority to manage Customer’s BoundaryLogic account, add or remove Authorized Users, approve purchases, and otherwise act on behalf of Customer for purposes relating to the BoundaryLogic Platform and this Agreement.
(b) Customer may enable Authorized Users to access and use the BoundaryLogic Platform in accordance with the Documentation and any limitations in Customer’s Order Form. Each Authorized User’s account is personal to the Authorized User to which it is issued. Account credentials may not be shared or used by anyone other than the individual to whom they were provisioned. Customer is responsible for its Authorized Users’ compliance with this Agreement, and all activities of its Authorized Users.
(c) Customer is responsible for providing accurate and complete account information (including the list of BoundaryLogic accounts owned or controlled by Customer for purposes of migrations) and maintaining the accuracy and completeness of such information. Customer is responsible for maintaining control over its Authorized Users’ accounts, including the confidentiality of usernames and passwords. BoundaryLogic supports login through single sign-on (“SSO”) providers, including Google and Microsoft. Customer is responsible for managing its SSO accounts, access controls, and authentication settings. Customer may configure multi-factor authentication, including two-factor authentication (“2FA”), through its SSO provider to comply with its organizational security policies. BoundaryLogic is not responsible for damages, losses, or liability resulting from Customer’s failure to properly manage its SSO or authentication settings.
2.4. Customer Content. Customer authorizes BoundaryLogic and its service providers to use Customer Content for the sole purpose of providing the BoundaryLogic Platform and performing the activities contemplated by this Agreement (such as maintaining, securing, debugging, and otherwise performing quality control for the BoundaryLogic Platform).
2.5. Feedback. Customer may voluntarily provide BoundaryLogic feedback, comments, or suggestions concerning the BoundaryLogic Platform or other services provided by BoundaryLogic (collectively, “Feedback”). To the extent Customer provides Feedback, Customer hereby grants BoundaryLogic the right to use such Feedback to maintain, improve, and enhance BoundaryLogic’s products and services.
2.6. Usage Data. BoundaryLogic will have the right to collect and analyze data and other information relating to the access, use, and performance of the BoundaryLogic Platform (“Usage Data”) and BoundaryLogic will be free (during and after the Order Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance BoundaryLogic’s products or services. Examples of Usage Data include technical logs, metadata, telemetry data, and usage information about Customer Content, such as how many times it is accessed. For clarity, Usage Data excludes Customer Content itself.
2.7. Reservation of Rights. As between the parties, BoundaryLogic owns all right, title, and interest in the BoundaryLogic Platform, and Customer owns all right, title, and interest in the Customer Content. Except as expressly set forth in this Agreement, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under this Agreement.
3. Charges and Payment.
This Section 3 only applies when a Customer purchases subscriptions to the BoundaryLogic Platform directly from BoundaryLogic (and not via a Reseller).
3.1. Fees. Customer will pay BoundaryLogic all fees described in an Order in accordance with the terms therein. Unless otherwise specified herein or in an Order, (a) all fees are stated and solely payable in U.S. Dollars, (b) payment obligations are non-cancelable and not subject to setoff, (c) fees paid are non-refundable, and (d) quantities purchased cannot be decreased during the relevant Order Term. Customer is solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees Customer incurs as a result of the charges billed by BoundaryLogic. If the Order automatically renews, BoundaryLogic may change the fees applicable to a renewal by providing Customer at least 45 days’ written notice of the new fees before the end of the then-current Order Term. For clarity, any change in fees will not apply to the then-current Order Term.
3.2. Payment. Unless otherwise specified in an Order or this Section, Customer will be invoiced annually in advance, with full payment due 30 days from the date of the applicable invoice. If Customer purchases its subscription online, fees are due at the time of purchase. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In the event that Customer fails to pay the full amount owed under an Order, BoundaryLogic may limit Customer’s access to the BoundaryLogic Platform, in addition to any other rights or remedies BoundaryLogic may have.
3.3. Taxes. Fees do not include taxes. Each party is responsible for the payment of all taxes (including any interest and penalties) in connection with this Agreement that are imposed on that party by law. For Customer, such taxes may include sales/use, gross receipts, value-added, GST, personal property, excise, consumption, and other similar taxes or duties. Each party will be responsible for its own income taxes, employment taxes, and real property taxes.
3.4. Withholding. All payments made by Customer to BoundaryLogic under this Agreement will exclude any deduction or withholding. If any such deduction or withholding (including cross-border withholding taxes) is required by law, Customer will pay such additional amounts as are necessary so that the net amount received by BoundaryLogic after such deduction or withholding will be equal to the full amount that BoundaryLogic would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.
4. Confidentiality.
4.1. Confidential Information. Each party (the “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information in anticipation of this Agreement or during the term of this Agreement (“Confidential Information”) to the other party (the “Recipient”). Confidential Information of BoundaryLogic expressly includes non-public information regarding features, functionality, and performance of the BoundaryLogic Platform, and Confidential Information of the Customer expressly includes Customer Content. However, Confidential Information excludes any information that: (a) is or becomes generally available to the public without action or omission by Recipient; (b) was in the Recipient’s possession or known by it prior to receipt from the Discloser; (c) was rightfully disclosed to the Recipient without restriction by a third party; or (d) was independently developed by Recipient without use of or reference to any Confidential Information of the Discloser.
4.2. Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and fulfill its obligations under this Agreement, including, in BoundaryLogic’s case, to provide the BoundaryLogic Platform to Customer. The Recipient will use reasonable care to protect against disclosure of the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, Affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. With respect to each Order, the obligations set forth herein will survive for the duration of the Order Term and five years following the expiration or termination of such Order.
5. Warranties.
5.1. Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the executing party in accordance with its terms; (b) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or require authorization or approval from any third party; and (c) it will perform its rights and obligations under this Agreement in accordance with applicable law.
5.2. BoundaryLogic Warranties. BoundaryLogic represents and warrants to Customer during the applicable Order Term that: (a) BoundaryLogic will provide access to the BoundaryLogic Platform and any applicable support services in substantive conformity with the Documentation; and (b) BoundaryLogic will employ applicable industry standard measures to protect the BoundaryLogic Platform, in the form provided to Customer by BoundaryLogic, against software viruses, Trojan horses, worms, or other similar malicious programs or code.
5.3. DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, THE PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THIS AGREEMENT. BOUNDARYLOGIC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NON-BOUNDARYLOGIC RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT BOUNDARYLOGIC, AND ANY USE OF NON-BOUNDARYLOGIC RESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER. BOUNDARYLOGIC DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, NON-BOUNDARYLOGIC RESOURCES.
6. Indemnity.
6.1. Indemnification by BoundaryLogic.
(a) BoundaryLogic will defend Customer from any third party claim, action, suit, or demand (a “Claim”) based on an allegation that the BoundaryLogic Platform violates, infringes, or misappropriates any third-party copyright, patent, trade secret, or trademark, and will indemnify Customer for any costs, liabilities, damages, or other amounts (including reasonable attorneys’ fees) actually paid or payable to unaffiliated third parties (“Losses”) resulting from such Claim.
(b) BoundaryLogic will have no obligation to defend or indemnify Customer for any Claim under Section 6.1(a) to the extent it is based on: (i) Customer’s failure to use updates or modifications to the BoundaryLogic Platform that BoundaryLogic makes available to Customer that would have helped avoid or mitigate the Claim had they been used; (ii) the combination, operation, or use of the BoundaryLogic Platform with third-party equipment, devices, software, application, systems, or data, including Non-BoundaryLogic Resources, where the infringement would not have occurred but for such combination, (iii) use of the BoundaryLogic Platform by Customer or Customer’s Authorized Users in violation of this Agreement, or (iv) Customer Content.
(c) If Customer’s use of the BoundaryLogic Platform is, or in BoundaryLogic’s reasonable discretion is likely to be, subject to a Claim that may give rise to a defense or indemnity obligation under Section 6.1(a), BoundaryLogic may, at its sole discretion and at no charge to Customer (and in addition to BoundaryLogic’s obligations to Customer under Section 6.1(a)): (i) procure for Customer the right to continue using the BoundaryLogic Platform in accordance with this Agreement; (ii) replace or modify the BoundaryLogic Platform so that it is non-infringing and includes substantially similar functionality as the original BoundaryLogic Platform; or (iii) if options (i) and (ii) above are not commercially practicable in BoundaryLogic’s reasonable discretion, BoundaryLogic may terminate Customer’s right to use the impacted portion of the BoundaryLogic Platform (in which case, Customer will immediately stop using the impacted portion of the BoundaryLogic Platform) and provide a pro-rata refund of any pre-paid fees for the impacted service that remain unused as of the date of termination.
(d) THIS SECTION 6.1 SETS FORTH BOUNDARYLOGIC’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT BY THE BOUNDARYLOGIC PLATFORM AND ANY OTHER TYPE OF CLAIM SPECIFICALLY COVERED UNDER BOUNDARYLOGIC’S INDEMNITY OBLIGATION (IF ANY). NO PARTY TO THIS AGREEMENT WILL BE ENTITLED TO ANY FORM OF IMPLIED OR EQUITABLE INDEMNIFICATION AT ANY TIME, WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY, AND ANY RIGHT THERETO IS HEREBY IRREVOCABLY WAIVED AND DISCLAIMED BY EACH OF THE PARTIES.
6.2. Indemnification by Customer. Customer will defend BoundaryLogic from any Claim based on Customer Content or use of the BoundaryLogic Platform by Customer (or Customer’s Authorized Users) in violation of this Agreement, and Customer will indemnify BoundaryLogic from any Losses resulting from any such Claim.
6.3. Process. If a party entitled to indemnification (the “Indemnified Party”) becomes aware of any indemnifiable Claim, such party will give the other party (the “Indemnifying Party”) written notice of the Claim as soon as reasonably practicable. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense or settlement of the Claim, and will allow the Indemnifying Party to have sole control of the defense or settlement. Subject to the prior sentence, the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim. To take advantage of the indemnity, the Indemnified Party must use all commercially reasonable efforts to mitigate its Losses. The Indemnified Party is not required to admit liability, except as required by applicable law, and any compromise or settlement of a Claim requiring the Indemnified Party to admit liability or to pay any money will require the prior written consent of both parties, such consent not to be unreasonably withheld or delayed. The indemnity obligations of the Indemnifying Party will be contingent on the Indemnified Party’s compliance with this process.
7. Limitations of Liability.
7.1. Limitation on Indirect Liability. EXCEPT FOR EXCLUDED CLAIMS, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL EITHER PARTY, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “PARTY REPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE BOUNDARYLOGIC PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Limitation on Amount of Liability. EXCEPT FOR EXCLUDED CLAIMS, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES, AND ITS OR THEIR PARTY REPRESENTATIVES FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE BOUNDARYLOGIC PLATFORM, EXCEED, IN THE MAXIMUM AGGREGATE, THE FEES PAID AND PAYABLE TO BOUNDARYLOGIC UNDER THE CUSTOMER’S APPLICABLE ORDER IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
7.3. IN GENERAL. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY BOUNDARYLOGIC TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
8. Term and Termination.
8.1. Term. The term of this Agreement will commence on the Subscription Start Date of the first Order entered into between the parties and will continue until all Orders hereunder expire or until terminated in accordance with this Section 8, whichever happens first.
8.2 Termination. Either party may terminate an individual Order or this Agreement upon written notice to the other party, if the other party materially breaches this Agreement and such breach is incapable of cure, or with respect to a breach capable of cure, the breaching party does not cure such breach within 30 days of receiving notice of it. Either party may terminate or suspend an individual Order or this Agreement upon written notice to the other party without a cure period if (a) the other party breaches any of the terms relating to such party’s intellectual property rights or Confidential Information, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
8.3. Effect of Termination. Termination of this Agreement will result in termination of all ongoing Orders; however, termination of a single Order will not result in termination of this Agreement or any other ongoing Orders. If Customer terminates under Section 8.2, BoundaryLogic will provide Customer a pro rata refund of prepaid unused fees applicable to the remainder of the Order Term for any terminated Order. If this Agreement or any Order is terminated for any other reason, Customer will not receive a refund and will pay all fees as if the Order had not been terminated. Upon any termination, to the extent permitted by applicable law, BoundaryLogic will make all Customer Content then held by BoundaryLogic pursuant to the applicable Order available to Customer for electronic retrieval for a period of 30 days, but thereafter BoundaryLogic will delete or retain any stored Customer Content as directed by Customer. The following sections of this Agreement will survive any expiration or termination of this Agreement: 2, 4, 5.3, and 7-9.
9. Miscellaneous.
9.1. Affiliates. A Customer Affiliate may enter into an Order under this Agreement and, in such case, by entering into the Order, the Affiliate agrees to be bound by the terms and conditions of this Agreement with respect to such Order and such Affiliate will be considered to be Customer, as such term is used herein, with respect to such Order. This Agreement is intended for the benefit of the parties who have entered into an Order under this Agreement and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
9.2. Product-Specific Terms. Certain BoundaryLogic offerings are subject to Product-Specific Terms (such as optional beta features, free trials, and BoundaryLogic APIs). If Customer elects to use such offerings, the applicable Product-Specific Terms apply.
9.3. Force Majeure. Neither party will have any liability for failures or delays resulting from that party experiencing a Force Majeure Event. If a party experiences a Force Majeure Event, such party will: (a) promptly notify the other party of occurrence of the Force Majeure Event; and (b) use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement. If a Force Majeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or more consecutive days, either party may terminate this Agreement upon written notice, without liability. “Force Majeure Event” means any event or circumstance (other than a party’s inability to satisfy payment obligations) that is outside a party’s reasonable control, whether or not foreseeable.
9.4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing (electronic mail sufficient) and sent to:
BoundaryLogic: Contact identified in the Order
With a copy to: contact@boundarylogic.com
Customer: Contact identified in the Order
9.5. Severability; No Waiver. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that this Agreement will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and achieves the same objective. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
9.6. Assignment. This Agreement is not assignable or transferable by either party without the other party’s prior written consent, except that either party may (without the other party’s prior written consent) assign this Agreement, in whole, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such party’s assets. Any purported assignment in violation of this section is null and void.
9.7. Service Providers. For the avoidance of doubt, BoundaryLogic may engage third party service providers to support its performance of this Agreement (including the subprocessors listed at https://boundarylogic.com/legal/sub-processors). Nevertheless, BoundaryLogic will remain responsible for compliance with this Agreement.
9.8. No Partnership. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other party.
9.9. Governing Law and Dispute Resolution. This Agreement will be governed by the laws of the State of Ohio. Any legal action relating to this Agreement must be brought in the state or federal courts located in Ohio.
9.10. Interpretation. Whenever the words “including,” “include,” “includes,” or “such as” are used herein, they will be deemed to be followed by the phrase “without limitation.”
9.11. Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In the event of any conflict among any Orders, any Product-Specific Terms, and the terms of this BoundaryLogic Software Services Agreement, the order of precedence will be: (a) the Product-Specific Terms; (b) the terms of this BoundaryLogic Software Services Agreement; and (c) the Orders (from newest to oldest) unless such Order expressly overrides the foregoing terms. The parties agree that any terms and conditions stated in a Customer purchase order or other Customer ordering documentation (including any vendor management portal) are void.
Exhibit A: Definitions
1. Defined Terms. The following capitalized terms will have the meanings set forth below:
1.1. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or under common control with such entity. As used in this definition, “control” (including, with correlative meanings, “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.
1.2. “Agreement” means this Software Services Agreement (together with its exhibits and addenda), and any Product-Specific Terms.
1.3. “Authorized Users” means employees, contractors, and other persons associated with the Customer or its Affiliates who access or use the BoundaryLogic Platform through the Customer’s account.
1.4. “Customer Content” means applications and materials that are developed by Customer or its Authorized Users on the BoundaryLogic Platform or uploaded to the BoundaryLogic Platform by Customer or its Authorized Users.
1.5. “Documentation” means BoundaryLogic-provided documentation available at https://boundarylogic.com/help or such successor link identified by BoundaryLogic.
1.6. “Excluded Claims” means damages resulting from (1) either party’s willful misconduct or gross negligence, or (2) infringement by a party of the other party’s intellectual property rights.
1.7. “BoundaryLogic” means Savage Software Corp, dba BoundaryLogic.
1.8. “BoundaryLogic Platform” means the BoundaryLogic offerings identified in an Order, including any applications, early access features, integrations and resources developed by BoundaryLogic for use with the BoundaryLogic offerings identified in an Order, and Documentation. For the avoidance of doubt, the “BoundaryLogic Platform” excludes Non-BoundaryLogic Resources.
1.9. “Non-BoundaryLogic Resources” means applications and materials that are developed or otherwise provided by a party other than BoundaryLogic, including files, services, products, platforms, integrations, and code components.
1.10. “Order” means (a)(i) an ordering document or online order that is entered into between BoundaryLogic and Customer or (ii) an ordering document that is entered into between Reseller and BoundaryLogic, and (b) specifies, among other things, the BoundaryLogic offerings purchased by, or on behalf of, Customer.
1.11. “Order Term” means the subscription term length set forth in the applicable Order or, with respect to early access features, the evaluation period set forth by BoundaryLogic.
1.12. “Product-Specific Terms” means the terms and conditions that apply to certain BoundaryLogic offerings, such as beta features, free trials, and the BoundaryLogic API, as presented to Customer in writing or in the BoundaryLogic Platform when Customer elects to use that offering.
1.13. “Reseller” means a third party authorized by BoundaryLogic to resell the BoundaryLogic Platform.
Exhibit B: BoundaryLogic Security Standards
1. Definitions. For purposes of this Exhibit B, the following terms apply:
1.1. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content processed by BoundaryLogic or its Sub-processors.
1.2. “Sub-processor” means a BoundaryLogic third-party service provider that processes Customer Content, as listed at https://boundarylogic.com/legal/sub-processors.
1.3. “Systems” means the applications, databases, infrastructure, and platforms under BoundaryLogic’s control that are used to provide the BoundaryLogic Platform to Customer.
2. Policies. BoundaryLogic maintains a written set of security policies, reviewed at least annually and whenever the Systems or BoundaryLogic’s operations change materially.
3. Information Security Program.
3.1. BoundaryLogic assigns responsibility for information security to a named Security Officer.
3.2. BoundaryLogic implements technical and organizational measures designed to protect Customer Content against unauthorized or unlawful processing and against accidental loss, destruction, or damage, as described in this Exhibit B.
4. Personnel.
4.1. Each BoundaryLogic employee and contractor agrees to confidentiality obligations in writing before being given access to Customer Content.
4.2. Access to Customer Content is granted on a need-to-know basis and is revoked on a change of role or departure.
5. Access Control.
5.1. BoundaryLogic assigns unique User IDs to authorized individual users to access Systems. All access to Systems must be authorized and authenticated.
5.2. BoundaryLogic access rights to Customer Content are based on the principle of least privilege and designed to ensure that persons entitled to use a System have access only to the Customer Content for which they have a business need.
5.3. BoundaryLogic maintains an accurate and up to date list of all personnel who have access to Systems and has a process to promptly disable within one business day of transfer or termination.
5.4. BoundaryLogic periodically reviews and revokes Systems access rights, as needed, and logs and monitors such access.
5.5. Non-privileged users are prohibited from executing privileged functions, including disabling, circumventing, or altering implemented security safeguards/countermeasures.
5.6. BoundaryLogic maintains a password management policy designed to ensure strong passwords consistent with industry standard practices and requires the use of multi-factor authentication to access Systems. Passwords are promptly changed if BoundaryLogic becomes aware that an account has been compromised.
5.7. BoundaryLogic implements controls designed to ensure that Systems access is subject to appropriate authentication and user access controls:
- User IDs are unique and authorized;
- User accounts are granted the minimum required privileges to enable a user to perform their designated function;
- Access to audit trails is restricted and logged;
- Default accounts are deleted or disabled where possible and suitably authorized and controlled where this is not possible;
- Privileged accounts (e.g., administrator, root) are only used when technically required under change control procedures and not for day-to-day system operation;
- Where privileged account access is used, this access is logged and reviewed and access can be attributed to a named individual.
6. Logging, Audit, and Accountability
6.1. BoundaryLogic creates, protects, and retains Systems audit records to maintain integrity and enable the monitoring, analysis, investigation, and reporting of unlawful, unauthorized, or inappropriate Systems activity.
6.2. BoundaryLogic reviews and analyzes Systems audit records on a regular basis to detect significant unauthorized activity with respect to Systems. Actions of BoundaryLogic users can be uniquely traced to those users so they can be held accountable for their actions.
7. System Change Control
7.1. BoundaryLogic establishes a configuration baseline for Systems using applicable information security standards, manufacturer recommendations, or industry standard practices. Monitoring is performed to validate that Systems are configured according to the established configuration baseline.
7.2. The introduction of new systems are controlled, documented, and enforced by the use of formal change control procedures including documentation, specifications, testing, quality control, recovery, and managed implementation.
7.3. BoundaryLogic employs controls designed to secure source code, including version control, segregation of source code repositories, and least privilege access principles. BoundaryLogic maintains separate and isolated environments for its development, testing, and production. BoundaryLogic customer instances are logically separated.
7.4. BoundaryLogic follows a structured secure development methodology, adheres to secure coding standards, and undergoes security assessment activities (e.g., dynamic and static scans) to identify and remediate security vulnerabilities before being released to production.
7.5. BoundaryLogic employs reasonable controls designed to remove or disable unnecessary ports and services from Systems in accordance with the vendors’ recommendations and settings.
8. Security Incidents
8.1. BoundaryLogic will notify Customer without undue delay after becoming aware of a Security Incident.