Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

By accessing and using the Subscription Service or receiving Consulting Services from Logentic Technologies, Inc. ("Logentic Technologies, Inc.," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Customer Terms of Service (the "Agreement"). This Agreement, including all materials referenced or linked herein, sets forth the legal rights and obligations between you and Logentic Technologies, Inc. If you do not agree to these terms, you must not use our services.

1. Definitions

1.1 Agreement

This Agreement consists of these Customer Terms of Service and all materials incorporated by reference, including any Order Forms or Statements of Work executed under this Agreement.

1.2 Billable Users

"Billable Users" are those Users for which fees are charged, as set forth in your Order Form.

1.3 Billing Period

The Billing Period is the interval of time at which you are billed, as specified in your Order Form.

1.4 Confidential Information

Confidential Information refers to any information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential given the circumstances.

1.5 Consulting Services

Consulting Services are any services Logentic Technologies, Inc. provides to you outside of the Subscription Service, including but not limited to training, consulting, or assistance during initial setup.

1.6 Customer Data

Customer Data is any data you upload, submit, store, or transmit through the Subscription Service.

1.7 Documentation

Documentation means any materials made available to you by Logentic Technologies, Inc. for use with the Subscription Service.

1.8 Fees

Fees are the amounts payable by you for the Subscription Service, as specified in your Order Form.

1.9 Order Form

An Order Form is a document executed by both parties that specifies the Subscription Service to be provided under this Agreement.

1.10 Subscription Service

The Subscription Service refers to Logentic Technologies, Inc.'s proprietary software-as-a-service platform.

1.11 Subscription Term

The Subscription Term is the period during which you have agreed to subscribe to the Subscription Service.

1.12 Users

Users are individuals authorized by you to access and use the Subscription Service.

2. Subscription Service

2.1 License Grant

Subject to the terms and conditions of this Agreement, Logentic Technologies, Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Subscription Service during the Subscription Term.

2.2 Access

You may permit Users to access the Subscription Service solely in accordance with this Agreement. You are responsible for all acts and omissions of your Users.

2.3 Service Level Agreement

Logentic Technologies, Inc. will use commercially reasonable efforts to ensure the Subscription Service is available 99.9% of the time during each calendar month, excluding scheduled maintenance.

3. Support

During the Subscription Term, Logentic Technologies, Inc. will provide you with reasonable technical support for the Subscription Service via email and chat during normal business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding holidays).

4. Consulting Services

4.1 Scope

Logentic Technologies, Inc. may provide Consulting Services as described in a Statement of Work executed by both parties.

4.2 Fees

Fees for Consulting Services will be specified in the applicable Statement of Work and are payable in accordance with Section 5.

5. Fees and Payment

5.1 Payment Terms

You agree to pay all Fees as specified in your Order Form. Unless otherwise stated, all Fees are quoted in U.S. dollars and are due within thirty (30) days of the invoice date.

5.2 Taxes

All Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, or other governmental assessments related to this Agreement.

5.3 Late Payments

Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6. Renewal and Termination

6.1 Renewal

Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term.

6.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

6.3 Effect of Termination

Upon termination, your access to the Subscription Service will cease. You may request a copy of your Customer Data within thirty (30) days of termination.

7. Proprietary Rights

7.1 Ownership

Logentic Technologies, Inc. retains all right, title, and interest in the Subscription Service, Documentation, and any derivative works thereof. You retain all right, title, and interest in your Customer Data.

7.2 Feedback

If you provide feedback or suggestions about the Subscription Service, Logentic Technologies, Inc. may use such feedback without obligation to you.

8. Confidentiality

8.1 Obligations

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

8.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.

9. Customer Data

9.1 Your Responsibilities

You are solely responsible for the accuracy, quality, and legality of your Customer Data and the means by which you acquired it.

9.2 Data Processing

Logentic Technologies, Inc. will process Customer Data only in accordance with this Agreement and applicable law. Please refer to our Privacy Policy for details on how we handle personal data.

10. Usage Limitations

You agree not to:

• License, sublicense, sell, resell, or otherwise commercialize the Subscription Service
• Modify, adapt, or create derivative works based on the Subscription Service
• Reverse engineer, decompile, or disassemble the Subscription Service
• Use the Subscription Service in violation of any applicable law
• Interfere with or disrupt the integrity or performance of the Subscription Service
• Attempt to gain unauthorized access to the Subscription Service or its related systems

11. Indemnification

11.1 By Logentic Technologies, Inc.

Logentic Technologies, Inc. will defend, indemnify, and hold you harmless from any third-party claims alleging that the Subscription Service infringes any intellectual property right.

11.2 By Customer

You will defend, indemnify, and hold Logentic Technologies, Inc. harmless from any third-party claims arising from your use of the Subscription Service or your Customer Data.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LOGENTIC TECHNOLOGIES, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOGENTIC TECHNOLOGIES, INC.'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL LOGENTIC TECHNOLOGIES, INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

14. Miscellaneous

14.1 Governing Law

This Agreement is governed by the laws of the Province of Quebec, Canada, without regard to its conflict of laws principles.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to this subject matter.

14.3 Amendments

Logentic Technologies, Inc. may modify this Agreement from time to time. Material changes will be communicated to you at least thirty (30) days before they take effect.

14.4 Assignment

You may not assign this Agreement without Logentic Technologies, Inc.'s prior written consent. Logentic Technologies, Inc. may assign this Agreement without restriction.

14.5 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.

14.6 Waiver

The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

15. Publicity

Subject to the terms of this Agreement, Logentic Technologies, Inc. may identify you as a customer in promotional materials. You may request removal at any time by contacting us.

16. Shipping Wallet

If you use Logentic Technologies, Inc.'s Shipping Wallet feature, you agree to maintain a positive balance to cover shipping costs. Logentic Technologies, Inc. may suspend shipping services if your balance is insufficient.

17. Label Resale

You may not resell shipping labels purchased through the Subscription Service. Violation of this provision may result in immediate termination of your account.

18. Contact Information

For questions about these Terms of Service, please contact us at:

Logentic Technologies, Inc.
Email: support@getlogentic.com