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Logrunner GmbH – General Terms and Conditions of Business for the Use of logrunner.io

These General Terms and Conditions of Business (GT&Cs) shall govern the use of the logrunner.io product of Logrunner GmbH (hereinafter referred to as Logrunner). These shall form an integral part of the agreement between the customer and Logrunner.

1 Defined Terms

1.1 The terms cited and defined in this Section 1 shall have the following meanings in these GT&Cs where their initial letter is capitalized, irrespective of whether they are used in the singular or the plural form.

“GT&Cs” shall refer to this document.
“Documentation” shall refer to the description of the Software available for downloading at https://docs.logunner.io. This shall contain further information and stipulations regarding the use of the Software
“License Fee” shall refer to the fee charged by Logrunner for the use of the Software.
“Licensed Materials” shall comprise the Software and the Documentation.
“Use/Using” shall refer to any downloading, importing, saving, transmission, conversion, execution, reproduction or rendering perceptible of programs, whether in whole or in part or on a temporary or permanent basis, and/or any remote accessing of programs in a machine-readable form.
“Software” shall refer to computer programs, in a machine-readable form, of Logrunner or third parties supplied pursuant to this Agreement, including modules, improvements, enhancements, upgrades and copies.
“Agreement” shall refer to the agreement between the customer and Logrunner, including these GT&Cs.

 

2 Subject Matter of the Agreement

2.1 The subject matter of this Agreement shall comprise the use by the customer – by way of remote access, i.e. via the Internet – of the Software run on Logrunner’s servers.

2.2 In addition to permitting the use of the Software, Logrunner may also make memory capacity available on its servers.

3 Supply

3.1 The Licensing Materials shall be supplied by way of remote access, i.e. via the Internet.

3.2 The point for the handover by Logrunner to the customer of the contractually owed goods/services shall be the router output for the colocation centre used by Logrunner. The connecting of the customer to the Internet, the maintenance of the network connection and the procurement and provision of the hardware and software required by the customer shall not fall within the scope of this Agreement.

3.3 Logrunner shall provide the customer with the necessary access data to enable the latter to remotely access the servers and the Licensed Materials.

3.4 The right of use shall extend to the Software and the Documentation, in each case in the versions available on Logrunner’s servers.

4 Rights of Ownership and Use

4.1 The Licensed Materials shall be and remain under the ownership of Logrunner or Logrunner’s licensors, as the case may be, with the associated intellectual property rights and copyrights likewise being attributable to Logrunner. Logrunner or Logrunner’s licensors, as the case may be, shall additionally retain all rights to enhancements, translations, modifications and upgrades/updates of the Licensed Materials and any copies thereof, and also to any decompilations of the Software or copies thereof.

4.2 The customer shall be granted a non-exclusive, non-transferrable, temporally limited and revocable right, which is restricted to the territory of Switzerland and subject to payment of a fee, to use the Licensed Materials on Logrunner’s servers in accordance with the provisions of this Agreement.

4.3 The customer’s right to use the Software shall be limited to the Internet domain(s) (virtual host[s]), including any sub-domains, and the usage volume indicated when the order in question was placed. Should the customer exceed the permitted usage volume, it shall be issued a warning via e-mail; in such a case, it will be given the option of either reducing the extent of its use of the Licensed Materials or switching to the next largest package size (subject to an additional fee). Should the customer continue to exceed the usage volume five days after the issuance of the warning, Logrunner shall be entitled to restrict or block the customer’s access to the Software without compensation.

4.4 The customer’s right to use the Licensed Materials shall be limited to its particular enterprise and to the use thereof on an internal basis. The customer shall not be entitled to re- or sub-license, sell, lease out or transfer the Licensed Materials, or to make them available to third parties in some other manner, whether in whole or in part.

4.5 The customer’s right of use shall extend solely to the Licensed Materials. The customer shall only be entitled to use those program components or functional blocks of the Software indicated in the Agreement, even where the customer is able, by technical means (on a protected or on an unprotected basis), to access other software and/or other components of the Software and/or features of the Software. The granting of access to the software interface (API), in particular, shall be subject to separate remuneration.

4.6 The license awarded pursuant to this Agreement shall not comprise the right to use distinguishing marks, company names or other designations of Logrunner for advertising purposes or other publications. The customer shall not be entitled to remove, modify, obscure or conceal any intellectual property notices on the Licensed Materials, such as any trademark, copyright, patent, design right or other intellectual property notices, whether in whole or in part, or to permit any such removal, modification, obscuring or concealment by others, whether in whole or in part.

4.7 The customer shall be prohibited from copying, translating or deconstructing the Software, whether in whole or in part, from deducing the source code from any machine-readable program (object code), for example by way of decompilation, and from undertaking any other reverse engineering activities.

4.8 Changes of any kind in the use of the Software shall be subject to Logrunner’s prior written consent.

5 Support

5.1 Logrunner shall provide user support for the setting-up and operation of the Software during office hours in response to the submission of a contact form via its website.

5.2 Logrunner shall endeavour to respond promptly to incoming requests for support. However, response times shall depend on its operating capacity at the time, among other things; Logrunner therefore cannot guarantee that it will be able to react to such requests or rectify the problems in question within a certain period of time.

5.3 Support services shall be provided on a voluntary basis in the case of the use of any software interfaces (API).

6 Contractual Term and Termination of the Agreement

6.1 Unless the parties stipulate otherwise, this Agreement shall come into effect on the date of its execution and shall be of unlimited duration. Where the Agreement is concluded by the parties without any specification of a minimum contractual term, the customer shall be entitled to terminate the Agreement via registered mail with 30 days’ notice as of the end of the following calendar month. Where the customer has effected advance payment of any License Fees, it shall not be entitled to reimbursement of the amounts in question.

6.2 Logrunner shall be entitled to terminate this Agreement with 30 days’ notice as of the end of a calendar month. Where the customer has effected advance payment of License Fees with regard to any period of time extending beyond the termination date, such amounts shall be reimbursed to it.

6.3 Logrunner shall be entitled to terminate this Agreement at any time and to revoke the rights conferred upon the customer pursuant thereto in the event of a material breach of the Agreement by the customer. A material contractual breach shall be deemed to have occurred, in particular, where the customer fails to comply with the provisions of Section 4 ‎or falls into arrears on its payment obligations by more than thirty (30) days. Where the customer has effected advance payment of any License Fees, it shall not be entitled to reimbursement of the amounts in question.

6.4 Upon the expiration of this Agreement, the customer’s right to remotely access Logrunner’s servers and to use the License Materials shall immediately lapse. Logrunner reserves the right to immediately delete any of the customer’s data stored on its servers.

6.5 The customer shall be obligated to permanently delete all of the Documentation, all copies or partial copies made thereof and all of the remote access data, and to provide Logrunner with confirmation of such deletion upon a corresponding request from the latter. Should the customer fail to comply with this obligation, or should the customer access Logrunner’s servers and/or use the Licensed Materials after the expiration of the Agreement, Logrunner shall be entitled to charge License Fees for such access or use pending further notice. The application of the right of retention pursuant to Art. 895 of the Swiss Civil Code (Zivilgesetzbuch – ZGB) shall be excluded.

7 Remuneration

7.1 The customer undertakes to effect advance payment of the License Fees stated on the order form in good time.

7.2 The customer shall be obligated to pay the License Fee even in cases in which unauthorized third parties use the customer’s access data to remotely access Logrunner’s servers and/or to use the License Materials.

7.3 Subject to any contrary stipulations agreed upon by the parties, the amount of the License Fee shall be net of tax (for example, VAT). These costs shall be indicated and invoiced separately.

7.4 The remuneration payable for the provision any advisory, maintenance or development services shall be governed by separate agreements.

7.5 Any invoices which are not contested by the customer before their due date shall be deemed to have been accepted by the latter. The customer shall be deemed to have accepted any recurring fees which are not invoiced on a monthly basis where it does not contest these by the final day of the current recurrent service period. In the event of a default on payment by the customer, Logrunner shall be entitled to demand payment of default interest in the amount of five percent (5 %) per year with retroactive effect as of the due date in question. Logrunner may additionally impose a default fine.

8 Obligations Incumbent upon the Customer

8.1 The customer shall be responsible for the selection, provision, installation and implementation of, compliance with the system requirements for, and use and maintenance of the hardware, software and network services necessary for (i) the remote access up to the router input for the colocation centre and (ii) the use of the Licensed Materials.

8.2 The customer shall be responsible for securing all data transmitted by the customer to Logrunner’s servers or stored on Logrunner’s servers. The customer shall be responsible for securing and creating back-ups for its systems and data at all times (i.e. business recovery).

8.3 The customer shall protect the user and access authorization(s) and identification and authentication safeguards allocated to the customer or the users, as the case may be, against access by unauthorized third parties, and shall refrain from disseminating these to unauthorized users. Should the customer and/or a user become aware of any indications that user and access authorizations have unlawfully been procured by a third party or may be vulnerable to improper use, the customer shall be obligated to inform Logrunner accordingly without delay.

8.4 Should the customer’s use of the Software involve the processing or publishing of personal data within the meaning of the Swiss Data Protection Act (schweizerisches Datenschutzgesetz), the customer shall obtain the necessary consent of the data subjects in question thereto prior to undertaking any such activities. Such declarations of consent must also acknowledge Logrunner’s right to transmit the personal data in question to recipients located abroad.

8.5 The customer shall refrain from using or permitting others to use the Software in an improper manner, in particular from transmitting or permitting the transmission to Logrunner’s servers of data or other content and/or information which is of an unlawful nature or which infringes any third-party copyrights and/or other intellectual property rights. The customer shall be responsible for its own data and other content and/or information and for the data and other content and/or information of its users.

8.6 The customer shall also refrain from attempting or having unauthorized third parties attempt to access information or data which it is not authorized to access, from interfering or permitting others to interfere with programs run by Logrunner, and from accessing Logrunner’s data networks where it is not authorized to do so.

8.7 Prior to any remote accessing and transmission of data, content and/or information by the customer and/or its users, the customer shall use state-of-the-art anti-virus programs to verify the absence of any malicious software in such data, content and/or information.

8.8 Should a third party bring a claim on grounds of an infringement of its rights by the data, content and/or information supplied by the customer, Logrunner shall be entitled to block the data, content and/or information in question on a permanent or a provisional basis. In such a case, Logrunner shall call upon the customer to rectify the infringement or verify the legitimate nature of the data, content and/or information in question within a reasonable deadline. Should the customer fail to comply with this request, Logrunner shall be entitled to terminate the Agreement without notice for cause. Logrunner reserves the right to bring claims for damages.

8.9 The customer shall pay the stipulated amount of remuneration by the due date.

9 Warranty of Fitness for Purpose

9.1 In the event that the Licensed Materials are not supplied subject to the exclusion of all warranties (for example, in the case of preliminary versions), Logrunner hereby warrants vis-à-vis the customer that the Software will be in line with the description contained in the Documentation.

9.2 The customer shall examine the Licensed Materials before utilizing them for the intended purpose. The responsibility for securing the data shall be incumbent upon the customer. The customer shall implement precautionary measures to address any complete or partial malfunctioning of the Software, for example periodical checks, fault diagnoses, fallback procedures, data back-ups (business recovery).
9.3 Logrunner cannot guarantee that the data, content and/or information stored on Logrunner’s servers will continue to be available after the expiration of this Agreement.

9.4 Logrunner shall endeavour to rectify any appropriately documented and verifiable programming errors notified to it in writing by the customer via registered mail. Logrunner shall be given a reasonable period of time of at least thirty (30) days for the rectification of the defects, which Logrunner may opt to undertake by, for example, removing the errors in question, issuing instructions for avoiding the consequences of the errors in question or issuing new Software. Should Logrunner repeatedly fail to rectify the defects notified to it, and should the suitability of the Software for its intended purpose be significantly reduced or excluded as a result, the customer shall grant two reasonable grace periods for the rectification of the defects. Should these expire without the defects having been rectified, the customer shall be entitled to withdraw from the Agreement. Die Zugriffsberechtigung des Kunden auf das Lizenzmaterial endet. Logrunner reserves the right to immediately delete any of the customer’s data stored on its servers.

9.5 The customer shall forfeit its warranty claims should it subject the Licensed Materials to any improper use or unauthorized modifications, remove or modify any identifiers, or provide insufficient grounds for any written complaints or fail to submit these in a timely manner.

9.6 Logrunner shall be released from its warranty obligations to the extent that a defect in the Software is due to circumstances for which it is not solely responsible. Should the customer also require the performance of work by Logrunner, any defects arising upon the performance of such work shall not be covered by the warranty relating to the Software.

9.7 The customer shall not have any warranty claims going beyond those specified in this Section 9. In particular, Logrunner does not warrant that the Software will function without interruption or interference, that Logrunner will be able to rectify all defects and/or that the Software will be devoid of any harmful software, such as viruses and/or malware.

10 Warranty of Title

10.1 Logrunner warrants that, to the best of its knowledge, the Licensed Materials do not infringe any rights of third parties.

10.2    Should any third party claim vis-à-vis the customer that the Licensed Materials infringes a patent or copyright of that third party, Logrunner shall mount a defence against such claim on behalf of the customer at its own expense and shall pay all costs, amounts of damages and legal fees up to the amount which may ultimately be imposed by a court of law, or such as are covered by any settlement approved by Logrunner, provided that the customer:

  • Immediately informs Logrunner of the claim in question by way of written notification sent via registered mail; and
  • Permits Logrunner to take the lead role or assist in the mounting of a defence and in any settlement negotiations./li>

10.3 Should any such claim be brought by a third party, or should the bringing of such a claim appear imminent, the customer hereby agrees to permit Logrunner to enable the continued use by the customer of the Licensed Materials, to modify these or to replace them with Licensed Materials which at least equivalent thereto in terms of function. Should it become apparent to Logrunner that none of these alternatives is reasonably feasible, the customer hereby agrees to return the Licensed Materials to Logrunner upon a corresponding written request from the latter. Logrunner shall then issue a credit note to the customer in the amount paid by the customer for the Licensed Materials.

10.4 This means of legal redress shall constitute Logrunner’s entire obligation vis-à-vis the customer with regard to any claims brought on grounds of an infringement of third-party rights.

10.5 Logrunner shall not assume any obligation vis-à-vis the customer with regard to any claims which are based on a modification of the Software.

11 Limitation of Liability

11.1 Circumstances may arise pursuant to which the customer will have a claim for payment of damages against Logrunner on grounds of an impairment of the performance by Logrunner of its obligations pursuant to this Agreement or on the basis of some other liability on its part. In such cases, subject to the application of any mandatory legislative provisions and irrespective of the legal grounds on which the customer’s claim for damages is based, Logrunner’s liability shall, for all claims arising in connection with this Agreement and for the duration of the entire contractual term, be limited to damage directly incurred by the customer and to the amounts paid by the customer to Logrunner for the current accounting period in accordance with Section 7.1.

11.2 The upper limit specified in Section 11.1 shall also apply in the case of any agents of Logrunner. It shall constitute the maximum amount for which Logrunner and its sub-contractors shall be liable.

11.3 Subject to the application of any mandatory legislative provisions, there shall not under any circumstances be any attribution of liability to Logrunner or its agents in the following cases, even where they were informed of the possibility of the occurrence of the events in question:

  • Loss or corruption of data;
  • Specific items of incidental, indirect or consequential damage; or
  • Loss of profits, business, sales, goodwill or expected savings

12 General Provisions

12.1 Each party is an independent entrepreneur and autonomously sets the prices and determines the terms for its services and/or products. Neither party is a legal representative of the other party, nor will it claim to be such. This Agreement shall not result in the establishment of any joint venture or employment or agency relationship between the parties.

12.2 The customer hereby agrees to the disclosure of its contact information to Logrunner and its affiliated companies, and their sub-contractors and business partners, and consents to the processing and use thereof by the latter for the purposes of the business relationship between the parties, including for the marketing of products and services. The customer hereby consents to the transmission of its contact information by Logrunner to individuals outside of Switzerland and the European Economic Area.

12.3 Logrunner shall be entitled to identify the customer by name as such for its own marketing and PR purposes.

12.4 Unless this Agreement expressly stipulates otherwise, neither party shall confer or disclose any patents, copyrights, trademarks, business secrets, know-how or other intellectual property rights – whether directly, by way of implication or in some other manner – upon the other party. Neither party shall remove or manipulate any symbols or legends which refer to the existence of an intellectual property right.

12.5 Unless this Agreement expressly stipulates otherwise, neither party shall be entitled to assign or otherwise transfer its rights pursuant to this Agreement, or to delegate its responsibilities pursuant to this Agreement, without the prior written consent of the other party. Any attempt to do so shall be deemed null and void. However, any vesting by one of the parties of this Agreement, in whole or in part, to an affiliated company shall not be subject to the consent of the other party. Logrunner shall also be entitled to assign its right to payment pursuant to this Agreement without the customer’s consent.

12.6 Logrunner shall be entitled to call upon third parties, even where these are located abroad, in connection with the provision of its services, having regard to the applicable provisions of data protection law.

12.7 Neither party shall be liable for any impairment of its performance, or for any delay in the fulfilment of its obligations pursuant to this Agreement, which is due to the occurrence of a force majeure event, for example a stroke of fate, fire, flood, natural disaster, voltage surge, action taken by government, civilian or military authorities, a state of national emergency, unrest, vandalism, terrorism, war, an uprisings, a strike or some other event falling outside of the reasonable sphere of influence of the party in question.

12.8 Subject to the application of any mandatory legislative provisions, neither party may attempt to bring any manner of claim arising out of this Agreement – with the exception of claims arising pursuant to Sections 4 and 7 – later than one (1) year after the emergence of the grounds for the claim in question.

12.9 The application of any General Terms and Conditions of Business of the customer shall expressly be excluded.

12.10 Any rights and obligations which, by their very nature, will persist and remain in effect beyond the expiration or termination of this Agreement shall persist and remain in effect and shall be binding on the parties and their legal successors and transferees until the obligations in question have been fulfilled.

12.11 Any amendments to the Agreement must be effected in writing and countersigned by authorized representatives of the parties.

12.12 Logrunner reserves the right to amend these GT&Cs. The amended GT&Cs shall be notified to the customer via e-mail or in writing, and shall take effect as of the end of the following calendar month. Should the amendments to the GT&Cs undertaken by Logrunner place the customer at a disadvantage, and should the latter object to their application, the customer shall be entitled to terminate this Agreement as of the end of the following calendar month. Any License Fees already paid shall be refunded on a pro rata basis. Any changes in prices shall be notified to the customer via e-mail or in writing with effect as of the next deadline for the termination of the Agreement. Should the customer opt not to terminate the Agreement, the changes shall then automatically take effect.

12.13 Should any individual provisions of this Agreement be invalid or ineffective, or should the implementation thereof prove to be unfeasible, this shall not compromise the application of the remaining provisions of the Agreement. The parties undertake in such an event to promptly replace the invalid, ineffective or unfeasible provision with a valid, effective and feasible stipulation the substance of which most closely reflects their original intentions. The same shall apply in the event of any contractual lacunae.

12.14  This Agreement shall be subject to Swiss law, to the exclusion of any provisions of international private law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (SR 0.221.211.1) shall not apply.

12.15  Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent court sitting in Luzern.

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