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Terms of Service

Effective November 27th, 2019

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CUSTOMER AGREES TO THESE TERMS AND CONDITIONS BY (A) CLICKING TO ACCEPT OR AGREE WHERE SUCH OPTION IS MADE AVAILABLE TO CUSTOMER, OR (B) ACTUALLY USING OR ACCESSING THE SERVICE AND SITE (THE “EFFECTIVE DATE”).

These Terms of Service constitute an agreement (the “Agreement”) by and between Logik Systems, Inc. (“Logik”) and the corporation, LLC, partnership, sole proprietorship, other business entity, or individual (“Customer”) agreeing to this Agreement. This Agreement is effective as of the Effective Date. Customer’s use of and Logik’s provision of the Service (as defined below in Section 1) are governed by this Agreement.

1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement:

a. “Aggregated Statistics” means data, metadata, and information related to Customer’s use of the Service, excluding Hosted Data, that is used by Logik in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.

b. “Documentation” means Logik’s standard information related to use of the System, which can be found at https://cull.force.com/support/.

c. “Feedback” means any suggestion or idea for improving or otherwise modifying any of Logik’s products or services.

d. “Hosted Data” means all information, data and materials uploaded, created, modified, stored in the Service by Customer or Customer’s Users, including, without limitation, all uploaded & created data post de-duplication and de-nisting, including the extracted native files, the extracted or OCR’d text files, the rendered PDF files, and zipped downloads. By way of example, a 1GB (gigabyte) PST uploaded may extract to 2GB of extracted and created data, but 50% of the data may be duplicate. In this example, the total data size consumed is 1GB, not 2GB, because of the duplicate data detected.

e. “Privacy Policy” means Logik’s Privacy Policy found at https://www.logikcull.com/privacy-policy.

f. “Service” means the hosted eDiscovery and document management solution for online storage, sharing and processing of files, documents, materials, images, videos, or other content, including all updates, modifications, and enhancements thereto, as made generally available by Logik.

g. “Site” means Logik’s web site located at https://app.logikcull.com.

h. “Users” means any individual who uses the Service on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. ACCESS AND USE OF THE SERVICE.

a. Provision of Access. Subject to and conditioned on Customer’s payment of fees and compliance with all the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term, solely for use by Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Logik shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Service. A Users access to and use of the Service signifies their acceptance of Logik’s service terms and obligations as detailed in this Agreement. Customer will ensure its Users comply with the terms of this Agreement. Customer will be liable for all acts and omissions of its Users, including but not limited to any fees or expenses incurred through a Users’ use and access to the Service.

b. Documentation. Customer may access, reproduce, and use the Documentation solely as necessary to support Users’ use of the Service.

c. Customization. Customer may request features or functionality not already offered through the Service. If Logik determines that such requests are feasible, Logik may choose to provide those features or functionalities to Customer for an additional fee. The terms and conditions of such fees and customization will be detailed via a separate written statement of work (“SOW”) to be executed by the parties for such professional services by Logik.

d. System Requirements. A stable internet connection and modern browser such as Firefox or Google Chrome is required to access and use the Service. The Service may work in a limited manner on other web browsers, but the Service is designed for use on modern browsers. For a list of currently supported browsers go to support.logikcull.com.

e. Updates; Modifications. Logik reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of the Service at any time.

f. Trial Period. This Agreement also applies to any trial period that Customer may be using, which begins when Customer first accesses the Service. During any such trial period certain usage restrictions may apply. If Customer upgrades to a paid subscription plan and desires to keep the Hosted Data uploaded during the trial period, the trial period Hosted Data retained will become billable at the then-current rates pursuant to Section 11 of this Agreement. Termination will occur immediately upon expiration of the trial period if Customer does not upgrade to a paid plan. ANY NATIVE DATA ENTERED OR UPLOADED INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE DURING THE TRIAL, WILL BE PERMANENTLY DELETED AND UNAVAILABLE UNLESS CUSTOMER UPGRADES TO A PAID SERVICE PRIOR TO THE CLOSE OF THE TRIAL PERIOD. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IT WILL NOT BE ENTITLED TO RECEIVE ANY ADDITIONAL FREE TRIALS ONCE THE INITIAL TRIAL PERIOD HAS EXPIRED.

g. Suspension of the Service. Without limiting Logik’s termination rights herein, Logik reserves the right, at any time, with or without notice in Logik’s sole and absolute discretion, to temporarily suspend or otherwise deny access to or use of the Service, without incurring obligation or liability, for: (a) scheduled or unscheduled maintenance; (b) maintaining the security or integrity of Logik’s network, hardware, or associated systems or those of Logik third party providers; (c) unusual spikes in activity or usage of the Service; (d) unplanned technical problems or outages; (e) the actual or suspected violation of this Agreement by Customer or any of its Users; (f) any failure by Customer to pay an invoice when due; (g) judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Logik to do so; or (h) the expiration or termination of this Agreement. Logik will use reasonable efforts to notify Customer of any scheduled maintenance. Logik will not be liable for any suspension or disablement of the Service that occurs pursuant to this Section 2.g.

CUSTOMER RESPONSIBILITIES & RESTRICTIONS.

a. General. Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users, and any act or omission by an User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Service, and shall cause Users to comply with such provisions.

b. Restrictions. Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service or Documentation; (v) use the Service in a manner that comprises the integrity of Service or the confidentiality of other users of the Service; and (vi) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

c. Notification of Unauthorized Use. Customer will immediately notify Logik of any actual or threatened unauthorized use of or access to the Service or Customer’s Hosted Data that comes to Customer or a User’s attention. In the event of any such unauthorized use, Customer will take all steps necessary to terminate such unauthorized use or threatened activity and to mitigate its effects. Additionally, Customer will provide Logik with such cooperation and assistance related to any such unauthorized use as Logik may reasonably request. Notification of such unauthorized use or other security concerns should be reported to Logik at security@logikcull.com.

HOSTED DATA.

a. Customer Responsibility. Customer shall retain sole responsibility for: (a) all Hosted Data, including its content and use; (b) all information, instructions and materials provided by Customer or any User in connection with the Service; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (d) the security and use of Customer’s and its Users’ account access credentials; and (e) all access to and use of the Service directly or indirectly by or through the Customer systems or Customer and Users’ account access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Logik will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Hosted Data.

b. Customer Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all account access credentials and protect against any unauthorized access to or use of the Service; and (b) control the content and use of Hosted Data, including the uploading or other provision of Hosted Data for processing by the Service.

c. Data Privacy and Security. This Agreement and use of the Service and Site are subject to the Privacy Policy. The Privacy Policy applies only to the Service and Site, and does not apply to any third-party website or service linked to the Service. Logik shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Hosted Data, including encryption of Hosted Data at rest and in internet transmission (using TLS or similar technologies). Except otherwise set forth in this Agreement, Logik shall not disclose Hosted Data to any third party for any purpose other than to provide the Service, support, or related services to Customer.

d. Processing of Hosted Data. Subject to the terms of this Agreement, Logik shall use commercially reasonable efforts to process Hosted Data in accordance with the normal functions of the Service. Notwithstanding the foregoing, Customer understands and acknowledges that due to file type, file corruption, encryption, or automatic image conversion issues, there may be times when: (a) Hosted Data cannot be extracted and processed; (b) a certain amount of Hosted Data may not be suitable or available for extraction from text, metadata or other information; or (c) file images may not correctly format when image files are created from native documents for purposes of review or production (collectively, “Exception” or “Exceptions”). Such Exceptions may limit the function of any searching, filtering or other analysis of the Hosted Data within the Service. Additionally, Customer understands that in processing data there are times data is lost or damaged. Customer will be responsible for and shall maintain adequate back-up and archival copies of all Hosted Data. Logik shall bear no liability with respect to any of Hosted Data that is lost or damaged as a result of the processing Hosted Data.

e. Data Processing Addendum. To the extent the Service provided to Customer will include Processing (as defined in the Data Processing Addendum) of personal data subject to the laws of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including, without limitation, GDPR (as defined in the Data Processing Addendum), then the parties agree that the additional terms and conditions set forth in the Data Processing Addendum shall be incorporated herein by this reference, and each party agrees to comply with the terms and conditions set forth in the Data Processing Addendum.

f. Ownership of Hosted Data. Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Hosted Data. Customer grants Logik a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Logik, Logik’s personnel, and Logik’s authorized third parties to provide the Services, including, but not limited to, maintenance of the Services and Customer’s account, improving search and tagging functions with Customer’s account, and supporting the integrity of the Services and data processing systems. Customer hereby irrevocably grant all such rights and permissions in or relating to Hosted Data as are necessary or useful for Logik.

g. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Logik may monitor Customer’s use of the Service and collect and compile Aggregated Statistics. As between Logik and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Logik. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer data input into the Service. Customer agrees that Logik may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

5. INTELLECTUAL PROPERTY; FEEDBACK.

a. Ownership. Logik owns all right, title, and interest in and to the Service and the Site (including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service), Logik’s Confidential Information, and the Feedback including all intellectual property rights contained therein. Except for the express rights granted in Section 2, no other licenses or rights are granted by Logik, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved. Customer may not modify, publish, transmit, reproduce, create derivative works or improvements from, distribute, display, incorporate into another web site, or in any other way exploit the Service or the Site, in whole or in part, without prior written permission from Logik.

b. Feedback. Customer has not agreed to and does not agree to treat as confidential any Feedback Customer or Users provide to Logik, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Logik’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Notwithstanding the provisions of Section 6 below, Feedback will not be considered Confidential Information, provided information Customer transmits with Feedback or related to Feedback may be considered Confidential Information.

c. Trademarks. The Service and Site contains valuable trademarks owned and used by Logik to distinguish Logik services from those of others. The Service and Site may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with permission of their respective owners. Logik does not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing in the Service or Site. Customer will not use or display Logik’s trademarks without Logik’s prior written consent.

6. CONFIDENTIALITY.

a. “Confidential Information” shall include confidential or proprietary technical, business or financial information and materials disclosed by Customer or Logik to the other party, whether orally or in writing, that is designated or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. Hosted Data constitutes Customer Confidential Information. Notwithstanding the foregoing, the Service, and any associated pricing, documentation, product roadmaps, business and marketing plans, and any information related to the foregoing constitutes the Confidential Information of Logik, regardless of a lack of confidentiality marking or reasonableness determination.

b. Both Parties agree to hold Confidential Information in confidence and protect such Confidential Information from disclosure to any third party, other than as expressly set forth in this Agreement and to limit access to the other party’s Confidential Information to such of its personnel, agents, subcontractors, suppliers and/or consultants, if any, who have a need to access such information in accordance with the terms of this Agreement. Both parties agree that all Confidential Information is proprietary to the disclosing party or such third party, as applicable, and shall remain the sole property of the disclosing party or such third party.

c. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without restriction on use or disclosure; (iii) was independently developed by the receiving party without breach of any obligation owed to disclosing party; or (iv) is rightfully received from a third party without restriction on use or disclosure.

d. Compelled Disclosures. Notwithstanding the foregoing, Logik reserves the right to disclose Confidential Information in response to an order of a court or other governmental body of competent authority or as otherwise required by law or regulation to be disclosed (“Compelled Disclosure”), provided that, Logik will use reasonable efforts to provide Customer with prior notice (to the extent legally permitted) in order to afford Customer an opportunity to seek a protective order or otherwise challenge the Compelled Disclosure. Customer is responsible for any expenses incurred in seeking to prevent a Compelled Disclosure. After provision of such prior notice, Logik will not be liable if Logik complies with the disclosure after giving Customer a reasonable amount of time to respond.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

a. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself or its Users to or through the Service; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; and (d) the information Customer provides in registering for the Service is accurate, complete, and is Customer has the right to use and disclose to Logik.

b. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND SITE ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOGIK EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, ADEQUACY OF INFORMATION AND ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LOGIK DOES NOT WARRANT THAT THE SERVICE AND SITE WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR THAT DEFECTS CAN BE CORRECTED. ADDITIONALLY, ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND LOGIK EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS THAT CUSTOMER MAY NEED TO USE IN CONJUNCTION WITH THE SERVICE OR SITE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS ARE STRICTLY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. MOREOVER, GIVEN THE NUMBER OF VARIABLES INVOLVED LOGIK DOES NOT WARRANT A GUARANTEED SPEED FOR DATA PROCESSING OR LENGTH OF SERVICE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT LOGIK WILL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO (A) THE LOSS, ALTERATION, OR DESTRUCTION OF CUSTOMER HOSTED DATA IN CONNECTION WITH THE SERVICE; (B) ANY CLAIMS OR LOSSES OF ANY KIND RELATED TO THE MISUSE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE ACTIVITIES OF THIRD PARTIES OR DUE TO CUSTOMER’S FAILURE TO MAINTAIN THE CONFIDENTIALITY AND SECURITY OF THE SERVICE; OR (C) ANY CLAIMS OR LOSSES DUE TO IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICE, INCLUDING BUT NOT LIMITED TO PLANNED OR UNPLANNED DOWNTIME OR ANY UNAVAILABILITY DUE TO A FORCE MAJEURE EVENT.

8. LIMITATION OF LIABILITY.

a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOGIK, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “LOGIK PARTIES”) SHALL NOT BE LIABLE TO CUSTOMER, CUSTOMER’S USERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, CLIENTS, OR ANY PARTY CLAIMING THROUGH CUSTOMER (COLLECTIVELY, “CUSTOMER PARTIES”) FOR ANY (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, GOODWILL, BUSINESS, USE, OR REVENUE, DIMINUTION IN VALUE, OR IMPAIRMENT INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY IN SERVICE); OR (B) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCURRED BY CUSTOMER PARTIES UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, EVEN IF LOGIK OR THE LOGIK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOGIK AND THE LOGIK PARTIES MAXIMUM COLLECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO LOGIK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHETHER ARISING UNDER OR RELATED TO A CLAIM OF BREACH OF CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, EVEN IF LOGIK OR THE LOGIK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

c. ANY CLAIM RELATED TO THIS AGREEMENT OR THE SERVICE AND SITE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE IN WHICH THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED.

9. INDEMNIFICATION.

a. Customer will defend, indemnify and hold Logik, its affiliates and licensors, and Logik’s respective employees, officers, directors, and representatives harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys” fees) relating to or arising from (a) the Hosted Data, including any processing of the Hosted Data by or on behalf of Logik in accordance with this Agreement; (b) Customer or its Users’ use of the Service or Site; (c) any violation by Customer or Customer’s Users of this Agreement, or applicable laws; or (d) Customer or its Users infringement or violation of the intellectual property rights or other rights of another. Logik will provide Customer with notice of such claim and Logik reserves the right to assume sole control of the defense.

10. TERM AND TERMINATION.

a. Term. This Agreement will remain in effect until terminated by either Customer or Logik as set out below (“Term”).

b. Termination.

i. Logik may terminate Customer’s access and use of the Service and this Agreement, effective upon notice to Customer, at any time and for any reason, including but not limited to: (a) if Customer fails to pay an invoice within 30 days of receipt; (b) if Logik reasonably believes that Customer has violated this Agreement or applicable laws; or (c) if Customer becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.

ii. Customer can terminate at any time by contacting Logik at support@logikcull.com, provided that if Customer is under a subscription plan, Customer understands and agrees that the Service will not terminate until the end of the then current Term as detailed in the subscription plan Customer selects. Cancellations will be processed within forty-eight (48) hours from Logik’s receipt of the request.

c. Export and Destruction of Hosted Data. During the Term or a trial Term, Customer will have the ability to export or retrieve Hosted Data from the Service at any time. Following Termination, Logik will have no obligation to maintain or provide Hosted Data and shall thereafter, unless otherwise prohibited by applicable law, delete Hosted Data in Logik systems or otherwise in Logik’s possession or control within a reasonable period of time after termination.

d. Survival. Sections 3, 4.i., 4.j., 5, 7, 8, 9, 11, and 13 shall survive the termination or expiration of this Agreement.

11. PAYMENT OF FEES.

a. Pricing. Customer agrees to pays all Fees as agreed between Logik and Customer via the Site or other pricing agreement, incurred in connection with its account. Fees will be invoiced on a monthly or annual basis, as applicable. Customer may cancel this Agreement at any time, subject to the provisions of Section 11.c below. Customer may upgrade its subscription to the Services, if such upgrades are available, at any time to accommodate additional requirements. If you choose to upgrade, your existing Fees arrangement will be terminated and replaced by a new prorated Fees arrangement reflecting the upgrades.

b. Payment Terms. Customer will have the option of paying by credit card, electronic debit, or being invoiced. All payments are due within seven (7) days of the billing date. If payment is not received in thirty (30) days of the billing date Logik reserves the right to suspend the Service until Logik receives and processes all payments. If payment is not received at the end of sixty (60) days from the billing date, Logik reserves the right to terminate this Agreement and delete all Hosted Data. Alternatively, at Logik’s sole discretion, in the event that payment is late, Logik reserves the right to charge interest at the rate of twelve percent (12%) per annum or the highest legal rate, whichever is lower, calculated from the payment due date until the date that full payment is received. Logik reserves the right to modify the Fees at any time upon notice via the email address provided by Customer.

c. No Refunds. All Fees associated with the Service are non-refundable. Customer understands and acknowledges that no credits, refunds or prorated discounts will be issued for unused amounts — even if prepaid via a subscription plan.

12. AVAILABILITY OF SERVICE; MAINTENANCE.

a. Interruptions of data processing and access may occur due to planned or emergency maintenance and repair by Logik, or due to a Force Majeure Event (as defined in Section 13.c). Under no circumstances will Logik be held liable for any financial or other damages due to such interruptions. For the purposes of this Section, maintenance shall include, but is not limited to, one quarterly (forty-eight hour) planned maintenance window if needed, brief planned maintenance windows (scheduled in advance, as needed), and emergency maintenance windows (critical, unforeseen maintenance needed for the security or performance of the platform). Logik will make reasonable effort to limit quarterly planned maintenance windows to the timeframes outlined below. Customer will be notified in advance if Logik plans to exercise a quarterly planned maintenance window, or if Logik intends to deviate from the timeframes outlined below:

Dates: The second weekend in February, May, August, and November
Start time: Saturday 12:00 AM EST
Stop time: Monday 12:00 AM EST

13. GENERAL.

a. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its principles regarding conflicts of law. Each Party hereby irrevocably submits to, and waives any objection to, the exclusive personal jurisdiction and venue of the courts located within the city and county of San Francisco, California.

b. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, Customer and Logik agree first to try in good faith to settle the dispute by mediation to be held in the city and county of San Francisco and administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration, litigation, or some other dispute resolution procedure. The foregoing process shall not apply to Logik’s collection of unpaid amounts or to any action by Customer or Logik to seek injunctive or other equitable relief.

c. Force Majeure. Logik will not be liable for any delay or failure to perform under this Agreement due to circumstances beyond Logik’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, regional shortage of adequate power or telecommunications or transportation, internet or other service disruptions involving hardware, software or power systems not within Logik’s possession or reasonable control, and denial of service attacks (“Force Majeure Event”).

d. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Logik and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between Customer and Logik relating to the subject matter of this Agreement and all past dealing or industry custom. Notwithstanding the foregoing, in the event that Customer has executed a separate Master Services Agreement or License Agreement with Logik apart from this Agreement, then such Master Services Agreement or License Agreement with Logik shall govern over the terms of use of the Service. In the event of any conflict between this Agreement and any of Logik’s policies posted online, including without limitation the Privacy Policy and Data Processing Addendum, if applicable, the terms of this Agreement will govern.

e. Notices; Electronic Communications. Logik may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Any notices to be provided to Logik or questions with respect to the terms of this Agreement shall be sent to legal@logikcull.com, and such notices will be deemed received 72 hours after they are sent.

f. Assignment. Customer may not assign this Agreement in whole or in part, by operation of law or otherwise, and any attempt to do so will be null and void. This Agreement shall be binding upon and shall inure to the benefit of Customer and Logik’s successors and assigns. Logik may assign its rights, without such consent of Customer and upon 15 days prior written notice to the other party, to (a) one or more of its subsidiaries, or (b) an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.

g. Waiver. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

h. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

i. Third-Party Software. Any use of or access to third-party software shall be subject to the license terms and conditions of such third-party software.

j. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect the validity or enforceability of any other provisions of the Agreement.

k. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website or sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 15 days after such notice (the “Amendment Date”) unless Customer first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. Logik may revise the Privacy Policy or Terms of Use at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.




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