1. WHO WE ARE 1.1 Logentries.com and the Logentries Service are provided by JLizard Limited trading as logentries.com, an Irish registered private limited company, Registered Company Number 481775 which has its registered office at 111 Delwood Walk, Castleknock, Dublin 15, Ireland (“We”, “us”, “Logentrie”, “Logentries”). Our principal place of business is NovaUCD, Belfield, Dublin 4, Ireland and we can be contacted at the contact points listed on the logentries.com site. We warrant to you that we are duly incorporated under the laws of Ireland and that, subject to your and our compliance with this Agreement, we are entitled to provide the Logentries Service to you. 2. DESCRIPTION OF THE LOGENTRIES SERVICE 2.1 Logentries is a “log management as a service” technology which is made available from the Logentrie.com website. It works by gathering log data which is provided by the Customer from the Customer’s system(s) and transfers it to a cloud based system. 2.2 Customers can provide their log data through a number of channels. For example, you can download a small piece of open source software from us (called an agent) which will send the log data securely to the Logentrie Service; or the Customer can forward the data to the Logentrie Service using software which may already be installed on their systems (e.g. using a syslog server); or the Customer can modify their own software to send the data directly to us from their own running applications. 2.3 When transferred to the Logentrie cloud system the data is stored, analysed and visualised. The Logentrie Service is made available at graded levels and priced accordingly and Customers may upgrade or downgrade their service level by following the instructions on the Logentrie.com website. Details of each Logentrie Service level and their associated Charges are provided at the point of purchase and any additional terms or conditions contained on those pages are incorporated into this Agreement by reference. Collectively we refer in this Agreement to the “Logentrie Service” to describe the level or levels of service the Customer has chosen at any particular time (including promotional or free trials). 2.4 End users interact with the Logentrie Service by logging in through a browser and using command line access to navigate their account file system, remove and upload logs and to export log data to their local file system (see clause 2.5 below). Access rights are only provided to Customers who have subscribed for the Logentrie Service in accordance with this Agreement and is conditional upon payment of the Charges referred to below. Every Customer who has successfully subscribed will be given a “Logentrie Account”. Customers use their Logentrie Account to have their log data visualised, analysed and stored as further described in Clause 2.5 below. 2.5 Customers can interact with the Logentrie Service in the following ways: (a) through the command line (using the Logentrie agent commands) to download or export their stored logs to a local machine; (b) programmatically through the Logentrie API to send log data to the Logentrie Service or to download logs from their Logentrie Account; (c) by sending log data to their Logentrie Account either by running the Logentrie agent function or by forwarding the log data using a log forwarder (e.g. syslog); (d) by sending log data programmatically using the Logentrie API. Additional functionality and services may be offered or provided by us from time to time and these will be described on the Logentrie.com website. Services requiring an additional charge which has not been previously agreed with you will be notified to you before any charge will be applied. 3. STORAGE SPACE AND USAGE LIMITS 3.1 Customers can upload a certain volume of log data (dependent on the Logentrie Service level selected) which is referred to as the Usage Limit. Customers can manage their Logentrie Account by deleting logs that they no longer need. Customers can do this either through the GUI (i.e. browser) or through the command line. 3.2 An email alert will normally be sent when a Customer is near its Usage Limit. If a Customer exceeds its Logentrie Account usage limit, the account may be suspended until the Customer has purchased the relevant upgrade. 4. OUR CLOUD-BASED SOLUTION 4.1 Logentrie hosts and stores data on Amazon Web Services’ renowned cloud platform and on other cloud platforms which will be described in our FAQs from time to time. Accordingly, the Customers’ Logentrie Account data is kept completely separate from the Customers’ other data which remains under its sole ownership and control. 4.2 The level of security provided in Amazon’s cloud platform is described in more detail on http://aws.amazon.com/security/. Our FAQs also explain the levels of security offered by other cloud providers we may use from time to time. 4.3 If encryption is available, Logentrie encrypts Customer data before it is transferred over the internet to our cloud. Data can not be encrypted using UDP to transfer data or for older versions of python if using the Logentrie agent. We also ensure the integrity of the Logentrie website data by using SSL authentication between the Customer and the cloud, meaning that the cloud must show valid a SSL certificate to each Customer to initiate the link. However, as we are reliant on the cloud platforms provided by our cloud providers, we do not provide any SLAs or warranties on data security. However we will make all reasonable efforts to avoid loss of data. Our approach for handling data storage is published in the FAQ section of our website. 5. CUSTOMER AUTHENTICATION 5.1 Upon registering for the Logentrie Service, we shall issue the Customer with a Username, Password and Shared Secret. It is the Customer’s responsibility to keep its Username, Password and Shared Secret secure. 5.2 A Username, Password or Shared Secret may not be shared with any other party. Other users of the Customer’s Username, Password or Shared Secret shall be bound by this Agreement as if they were the Customer. The Customer agrees to immediately notify us of any unauthorised use of its Username, Password or Shared Secret or any other breach of security or breach of this Agreement of which the Customer becomes aware. 6. DELIVERY OF THE SERVICES 6.1 Subject to the terms and conditions of this Agreement, in consideration of the payment of the Charges by the Customer, JLizard agrees to provide the Logentrie Services to the Customer for the duration of the term specified by JLizard at the point of purchase. 6.2 JLizard shall only provide the Logentrie Service to the Customer if and for so long as the Customer has a valid Logentrie Account in place. 7. CHARGES AND PAYMENT 7.1 The Logentrie Service is offered at graded levels and is priced accordingly. The Charges for each level of service are notified to customers at the point of purchase.Additional Charges may apply for additional services you may request such as the removal or personal data or the transfer of data after closing an account. These Charges will be notified to you when you request the relevant service. 7.2 Payment for the Logentrie Service is normally required to be paid at the end of each month by credit or debit card based on metered billing for service usage per month. By providing credit or debit card information, the Customer represents and warrants that it is accurate, complete, and current. By making any such purchase, the Customer agrees to pay all Charges incurred. 7.3 If credit is extended to a Customer, all Charges must be paid within 30 days of issue of our invoice. Any amounts which are not paid when due and payable will bear interest from the date such amounts are due and payable at 2% per annum above the base rate applicable from time to time of Allied Irish Banks plc. 7.4 In addition to the Charges, Customers must pay to JLizard, or to the relevant taxing authority, as appropriate, all applicable sales, use, goods and services, value added or other taxes payable under this Agreement (other than taxes levied or imposed on JLizard’s income). In all cases, the amounts due under this Agreement will be paid by the Customer to JLizard in full without any right of set-off or deduction. 7.5 We reserve the right to refuse any subscription for any reason. Access to the Logentrie Service may be delayed or cancelled if we are not given completely accurate information and/or if we are unable to contact the person who has made the purchase. 8. TRIAL ACCOUNTS 8.1 Customers who are provided with a free or trial Logentrie Account or who are otherwise provided with any other promotional Logentrie Service(s) for which they have not paid a Charge acknowledge and agree that such services are provided “as is” and so, to the fullest extent permitted by law, those services are provided without any warranties or representations whatsoever and the Customer agrees to avail of such services entirely at its own risk. 9. TERM AND TERMINATION 9.1 For viewers of the Logentrie.com website who do not purchase or subscribe to the Logentrie Service, this Agreement applies throughout the period of their use of the Logentrie.com site. 9.2 Customers who sign up to the Logentrie Service are required to expressly accept this Agreement through completing the new Customer sign-up form and clicking their acceptance of this Agreement. Thereafter this Agreement shall remain in force for the duration of the Logentrie Service purchased. 9.3 Either party may terminate this Agreement at any time, effective immediately, upon written notice to the other party, if such other party: (i) breaches any of its material obligations hereunder and fails to cure such breach within thirty (30) days of written notice thereof; (ii) becomes insolvent or has a receiver, administrator, liquidator or examiner appointed over all or part of its assets or (iii) becomes the subject of a resolution, petition or order for winding up or bankruptcy, or (iv) makes an assignment or arrangement for the benefit of its creditors. Any such termination shall be without any liability to or obligation of the terminating party, other than with respect to any breach of obligations under this Agreement prior to termination. 9.4 On termination or expiry of this Agreement for any reason, the Customer will remain liable to JLizard for any outstanding Charges owed. 9.5 Notwithstanding the foregoing, we may suspend or terminate the Logentrie Service without notice if the Customer shall (i) fail to pay any Charges when due, (ii) if the Logentrie Services are used for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Logentrie Services, (iii) if the Logentrie Services are used in a manner contrary to the law the terms of this Agreement or (iv) for scheduled or emergency maintenance. We shall endeavour to give reasonable notice on our website of any maintenance. 10. ACCEPTABLE USAGE POLICY 10.1 The Logentrie Acceptable Usage Policy prohibits the processing of data which are deemed by us in our sole discretion as being inappropriate or unlawful. We aim to ensure that we are not associated with any website content (including linked content) which is illegal, fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory or otherwise inappropriate. We prohibit the processing of data using the Logentrie Service where the processing would breach the laws or rights of third parties and the Customer represents, warrants and undertakes to us that no such transactions will be processed via the Services. 10.2 You agree not to use the Site or cause or permit the Site to be used:- (a) so as to jeopardise or prejudice the operation, quality or integrity of the Logentrie Site, or the operation, quality or integrity of any telecommunications network; (b) for any commercial purpose including any direct marketing, surveys, contests or pyramid schemes, nor to use the Site to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material; (c) to harvest or otherwise collect information about others, including e-mail addresses, without their consent; (d) to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (e) contrary to the terms and conditions of any Internet Service Provider whose services you may use. 10.3 We assume no responsibility and the Customer shall indemnify us against any liability arising against us, our employees or agents, for loss, damage, or injury to any person or property, of whatever nature and whether direct or indirect, occasioned by, arising from, or due to: (a) the breach by the Customer of any applicable laws; (b) the inaccuracy or unlawfulness of any Customer data; (c) the Customer’s reliance on data stored with, or extracted from, the Logentrie Service; except and to the extent of liabilities resulting directly from the knowing or wilful misconduct of JLizard Limited. 11. CUSTOMER SUPPORT 11.1 Customer support is provided through the online, email and telephone channels as described in the “Customer Support” resource at the Logentrie.com website. 12. EXCLUSION AND LIMITATION OF LIABILITY 12.1 THIS SITE IS PROVIDED BY US ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATABILITY, SECURITY, ACCURACY OR INFRINGEMENT. 12.2 NEITHER JLIZARD, OUR CLOUD PROVIDERS, ANY OF OUR OR THEIR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE LOGENTRIES SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 12.3 ALTHOUGH THIS SITE IS ACCESSIBLE WORLDWIDE, NOT ALL PRODUCTS OR SERVICES DISCUSSED OR REFERENCED HEREIN ARE AVAILABLE TO ALL PERSONS OR IN ALL GEOGRAPHIC LOCATIONS. WE RESERVE THE RIGHT TO LIMIT, IN OUR SOLE DISCRETION, THE PROVISION AND QUANTITY OF ANY PRODUCT OR SERVICE TO ANY PERSON OR GEOGRAPHIC AREA IT SO DESIRES. ANY OFFER FOR ANY PRODUCT OR SERVICE MADE IN OR THROUGH THIS SITE IS VOID WHERE PROHIBITED. 12.4 PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. 12.5 YOU EXPRESSLY UNDERSTAND AND AGREE THAT (TO THE FULLEST EXTENT PERMITTED BY LAW) WE, OUR OFFICERS, AGENTS, SERVICE PROVIDERS AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM (a) THE USE OR THE INABILITY TO USE THE SITE; (b) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE SITE OR ANY WEBSITE OR WEBSITES LINKED TO THE SITE; (c) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE. 12.6 WHERE YOU ARE ENTITLED TO TERMINATE THIS AGREEMENT DUE TO OUR BREACH, WE WILL REFUND YOU A PRO-RATED PORTION OF THE CHARGES RECEIVED FROM YOU. 12.7 IF NOTWITHSTANDING THE FOREGOING, WE ARE HELD BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU, YOU AGREE THAT IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, EXPENSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING OUR WEBSITE OR IN MAKING A PURCHASE THEREON. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS SITE. 12.8 This Clause 12 sets out the entire liability of JLizard to the Customer in respect of any breach of its obligations under this Agreement and/or tortious act and/or omission, negligence and/or representation made in connection with this Agreement. 12.9 Except for failure to make payments when due, neither party shall be liable to the other by reason of any failure in performance of this Agreement if the failure arises from any failure in performance of this Agreement by either party if the failure arises out of any cause beyond the reasonable control of that party, including, but not limited to, the unavailability or faulty performance of communication networks or energy sources, any act of God, any act or omission of governmental or other competent authority, fires, strikes, industrial dispute, riots, war, inability to obtain materials, embargo, refusal of licence, theft, destruction, denial of service (DoS) attacks, unauthorised access to computer systems or records, programs, equipment, data, or services. 13. DATA SECURITY 13.1 The Logentrie Service is not designed to process personal data. However, if the Customer processes personal data using the Logentrie Service, the Customer shall comply with its obligations as a data controller and data processor under all applicable Data Protection laws. 13.2 The Customer is solely responsible for the lawful collection, delivery, obtaining of consents and use of all Customer data. 13.3 We will process the Customer data in accordance with this Agreement and will only share Customer data where it is necessary for the performance of this Agreement. 13.4 We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into this Agreement by this reference. 14. INTELLECTUAL PROPERTY 14.1 Customers own their own log data. 14.2 To enable us to perform the Logentries Service, Customers hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to process and use their log data, with the right to use, copy, adapt, modify, and otherwise exploit for the purposes of improving the Logentrie Services for all Logentrie Customers. 14.3 We do not have any obligation to review or scan any Customer data for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware. 14.4 Subject to this Agreement, we grant you a non-exclusive, non-transferable, limited right to access and use the Logentrie.com Site and the material displayed thereon. However, no right, title, or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials. 14.5 All materials incorporated in or accessible through the Logentrie.com site, including, without limitation, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), are protected by Irish and international copyright laws, and are owned, controlled or licensed by JLizard, or by the original creators of such materials or their permitted licensors. Such materials may be used only for viewing the Site in the ordinary course or as a resource for purchasing the products offered through the Site. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited. 14.6 Where any software is supplied and/or configured by us for use by the Customer on its computer(s), we grant the Customer a limited, personal, non-exclusive, non-transferable licence to install and use the software for use solely for the purpose of availing of the Logentrie Services pursuant to this Agreement and for no other purpose whatsoever. To the extent that the Customer is provided with access to open source software in the course of receiving or using the Logentrie Service, the Customer shall be responsible for complying with the terms and conditions associated with such use. 15. CONTENT RESPONSIBILITY AND INDEMNITY 15.1 Each Customer agrees to indemnify and hold JLizard, its officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable legal costs, made by any third party due to or arising from any data or other content submitted, posted or made available through the Logentrie Service, the Customer’s use of the legentries.com website, its beach of this Agreement, or its violation of the rights of any other party. 15.2 Any data stored or hosted on Logentrie.com shall be stored on its cloud network but Logentrie shall not be responsible for the accuracy or otherwise of any Customer data. 16. LINKS 16.1 The Site contains links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such third party websites. We are not responsible for the content of linked third party sites and do not make any representations regarding the content or accuracy of materials on such third party websites. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. 16.2 We generally welcome the hyper-linking to the Site from other appropriate websites provided such links are to the Site’s homepage (and no deeper within the Site) and provided we give our consent to the establishment of such links. Notwithstanding the foregoing, we reserve the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor’s user experience. 17. AMENDMENTS 17.1 We will notify affected Customers of any material changes to this Agreement by posting a link on our site and/or emailing the Customer at the last available email address provided at which point the revisions shall become effective. 18. GENERAL 18.1 The headings to the clauses in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 18.2 A waiver by either party of any breach by any other party of any other terms, provisions or conditions of this Agreement or the acquiescence of such party and any act (whether by commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or of any subsequent act contrary thereto. 18.3 This Agreement shall not constitute any party, the legal representative, partner or agent of the other parties or any of them nor shall any party or any successor of any party have the right or authority to assume, create or incur any liability or obligation of any kind express or implied against or in the name of or on behalf of any other party. The parties hereto enter this Agreement as principals for and on their own behalf. 18.4 This Agreement or the benefit hereof may not be assigned by the Customer in whole or in part without the prior written consent of JLizard. The Customer may not re-sell or make available the Services to any third parties. 18.5 This Agreement represents the entirety of the understanding of the parties concerning the subject matter hereof and overrides and supersedes all prior promises, representations, undertakings, understandings, arrangements, agreements, side letters or heads of agreement concerning the same which are hereby revoked by mutual consent of the parties. The Customer is not relying on any warranties or representations which are not expressly set out in this Agreement. 19. GOVERNING LAW AND JURISDICTION 19.1 The Site has been created and is controlled by JLizard Limited in Ireland. These Terms will be governed by, and construed and enforced in accordance with, the laws of the Ireland. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the Irish courts.