PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CUSTOMER AGREES TO THESE TERMS AND CONDITIONS BY (A) CLICKING TO ACCEPT ORAGREE WHERE SUCH OPTION IS MADE AVAILABLE TO CUSTOMER, OR (B) ACTUALLY USING OR ACCESSING THE SERVICE (THE “EFFECTIVE DATE”).
These Terms of Service constitute an agreement (the “Agreement”) by and between Logik Systems, Inc., a Delaware corporation (“Logikcull”) and the corporation, LLC, partnership, sole proprietorship, other business entity, or individual (“Customer”) agreeing to this Agreement. Logikcull and Customer may be referred to individually as a “Party” and collectively as “Parties.” This Agreement is effective as of the Effective Date. Customer’s use of and Logikcull’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. “Affiliate”means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
b. “Documentation” means Logikcull’s standard information related to use of the Service, which can be found at https://support.logikcull.com/.
c. “Feedback”means any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users.
d. “Hosted Data” means all information, documents, images, files or materials uploaded, created, modified, or stored in the Service by Customer or Customer’s Users.
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 Logikcull to its customers.
g. “Site” means Logikcull’s website located at https://app.logikcull.com.
h. “User” 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, Logikcull 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 of this Agreement. Such use is limited to Customer’s internal use. Logikcull shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Service. A User’s access to and use of the Service signifies their acceptance of Logikcull’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 User's 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. SystemRequirements. A stable internet connection and modern browser such asFirefox 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 see the Documentation.
d. Updates; Modifications. Logikcull reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of the Service at any time.
e. Trial Period. This Agreement also applies to any trial period that Customer maybe 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 PERIOD, 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.
f. Suspension of the Service. Without limiting Logikcull’s termination rights herein, Logikcull reserves the right, at any time, with or without notice in Logikcull’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 Logikcull’s network, hardware, or associated systems or those of Logikcull 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 byCustomer 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 Logikcull to do so; or (h) the expiration or termination of this Agreement.Logikcull will use reasonable efforts to notify Customer of any scheduled maintenance. Logikcull will not be liable for any suspension or disablement of the Service that occurs pursuant to this Section 2.f.
3. 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 a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of thisAgreement by Customer. Customer shall 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 orin part; (iv) remove any proprietary notices from the Service or Documentation;(v) use the Service in a manner that compromises 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 Logikcull of any actual or threatened unauthorized use of or access to the Service or Customer’sHosted 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 Logikcull with such cooperation and assistance related to any such unauthorized use as Logikcull may reasonably request. Notification of such unauthorized use or other security concerns should be reported to Logikcull at email@example.com.
4. HOSTED DATA.
a. 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 Logikcull a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Hosted Data and perform all acts with respect to the Hosted Data as may be necessary for Logikcull, Logikcull’s personnel, and Logikcull’s authorized third parties to provide the Service, including, but not limited to, maintenance of the Service and Customer’s account, improving search and tagging functions with Customer’s account, and supporting the integrity of the Service and data processing systems. Customer hereby irrevocably grants all such rights and permissions in or relating toHosted Data as are necessary or useful for Logikcull in the provision of the Service.
b. 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. Logikcull will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Hosted Data.
c. 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.
e. Processing of Hosted Data. Customer understands and acknowledges that it may submit, upload, or process through theService a variety of different data types, and any such data may have existing encryption, or automatic image conversion issues. As a result of these pre-existing 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. Logikcull shall bear no liability with respect to any Hosted Data that is lost or damaged as a result of the processing of Hosted Data.
f. Data Processing Addendum. To the extent the Service provided to Customer will include processing 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, the General Data Protection Regulations, the Logikcull’s DataProcessing Addendum, found at https://www.logikcull.com/policies/data-processing-addendum, shall be incorporated herein by this reference, and each Party agrees to comply with the terms and conditions set forth in such Data Processing Addendum.
g. Aggregated Statistics. In the course of providing the Service, Logikcull may monitor Customer’s use of the Service and collect and compile statistical data and performance information, analytics, metadata, or similar information, generated through instrumentation and logging systems, regarding the operation of theService, including Customer’s use of the Service (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Logikcull.Aggregated Statistics will not include any Hosted Data. Nothing in thisAgreement shall restrict Logikcull’s right to collect Aggregated Statistics or to use it for any internal business purpose, or in the manner permitted under applicable U.S. law; provided that such Aggregated Statistics do not identifyCustomer, Users, or Customer’s Confidential Information.
5. INTELLECTUAL PROPERTY; FEEDBACK.
a. Ownership. Logikcull 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 theService), Logikcull’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 Logikcull, 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 Logikcull.
b. Feedback. Customer grants to Logikcull and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Service the Feedback.
c. Trademarks. The Service and Site contain valuable trademarks owned and used by Logikcull to distinguish Logikcull services from those of others. TheService 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. Logikcull 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 Logikcull’s trademarks without Logikcull’s prior written consent.
a. Confidential Information. “Confidential Information” shall include confidential or proprietary technical, business or financial information and materials disclosed by Customer or Logikcull 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 theConfidential Information of Logikcull, regardless of a lack of confidentiality marking or reasonableness determination.
b. Confidentiality Obligations. Both Parties agree to hold ConfidentialInformation in confidence and protect such Confidential Information from disclosure to any third party, other than as expressly set forth in thisAgreement 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. Exceptions. 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, Logikcull 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, Logikcull 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, Logikcull will not be liable if Logikcull 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 informationCustomer provides in registering for the Service is accurate, complete, and theCustomer has the right to use and disclose such information to Logikcull.
b. From Logikcull. Logikcull warrants that during Term (a) Logikcull will not materially decrease the overall security of the Service, and (b) the Service will perform in accordance with the terms of this Agreement. For any breach of a warranty above, Customer’s exclusive remedies are those described in the“Termination” section below.
c. 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. LOGIKCULL 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. LOGIKCULL 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 LOGIKCULL EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS THAT CUSTOMER MAY NEEDTO 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 LOGIKCULL DOES NOT WARRANT A GUARANTEED SPEED FOR DATA PROCESSING OR LENGTH OF SERVICE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT LOGIKCULL 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 OFTHE SERVICE, INCLUDING BUT NOT LIMITED TO THE ACTIVITIES OF THIRD PARTIES ORDUE 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 ORLOSS, 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, LOGIKCULL, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,SUPPLIERS OR LICENSORS (COLLECTIVELY, “LOGIKCULL PARTIES”) SHALL NOT BE LIABLE TO CUSTOMER, CUSTOMER’S USERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, CLIENTS,OR ANY PARTY CLAIMING THROUGH CUSTOMER (COLLECTIVELY, “CUSTOMER PARTIES”) FORANY (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, OR GOODWILL,INTERRUPTION OR LOSE OF USE OF THE 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 ORTHE USE OR INABILITY TO USE THE SERVICE, EVEN IF LOGIKCULL OR THE LOGIKCULL 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, LOGIKCULL AND THE LOGIKCULL PARTIES MAXIMUM COLLECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO LOGIKCULL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHETHER ARISING UNDER OR RELATED TO ACLAIM 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 LOGIKCULL OR THE LOGIKCULL 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 BY CUSTOMER 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 CUSTOMER CLAIM IS PERMANENTLY BARRED.
a. Customer will defend, indemnify and hold Logikcull, its affiliates and licensors, and Logikcull’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 Logikcull in accordance with this Agreement; (b) Customer's or Customer’s 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's or Customer’s Users' infringement or violation of the intellectual property rights or other rights of another. Logikcull will provide Customer with notice of such claim and Logikcull 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 Logikcull as set out below (“Term”).
i. Either Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
ii. If this Agreement is terminated by Customer for cause in accordance with Section 10.b.i. Customer shall be entitled to a refund of any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by Logikcull in accordance with the Section 10.b.i. Customer will pay any unpaid fees covering the remainder of the term. In no event will termination relieve Customer of its obligation to pay any fees payable to Logikcull for the period prior to the effective date of termination.
c. Export and Destruction of Hosted Data. During the Term or a trial period, and so long as Customer is in compliance with the terms and conditions of this Agreement, Customer will have the ability to export or retrieve Hosted Data from the Service at any time, and Logikcull will make Hosted Data available to Customer for export or download for up to thirty(30) days after expiration of the Agreement. After such 30-day period, Logikcull will have no obligation to maintain or provide any Hosted Data, and will thereafter delete or destroy all copies of Hosted Data in its systems or otherwise in its possession or control, unless legally prohibited. Customer acknowledges that the Service is not intended to be utilized as a document or file storage system for record retention purposes, and it is the Customer’s sole responsibility to ensure it maintains a separate system to retain theHosted Data as required under its own internal record retention policies or as required under applicable law relating to record retention.
d. Survival. Sections 4.a., 4.g., 5, 6, 7, 8, 9, 10.c., 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 Logikcull andCustomer via the Site or other pricing agreement, incurred in connection with its account. Fees will be invoiced monthly, unless otherwise agreed to by the parties. Customer may upgrade its subscription to the Service, if such upgrades are available, at any time to accommodate additional requirements. If Customer chooses to upgrade, any existing fees arrangement will be terminated and replaced by a new fees arrangement reflecting the upgrades.
b. Payment Terms. Payment of fees shall be paid in the form as directed on the Site. 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 Logikcull reserves the right to suspend theService until Logikcull receives and processes all payments. If payment is not received at the end of sixty (60) days from the billing date, Logikcull reserves the right to terminate this Agreement and delete all Hosted Data. Alternatively, at Logikcull’s sole discretion, in the event that payment is late, Logikcull 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. Logikcull reserves the right to modify the fees at any time upon notice via the email address provided by Customer.
c. No Refunds. Except as detailed in Section 10.b.ii. ,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 Logikcull, or due to a Force Majeure Event (as defined in Section 13.b). Under no circumstances will Logikcull be held liable for any financial or other damages due to such interruptions. For the purposes of this Section 12, 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). Logikcull will make reasonable effort to limit quarterly planned maintenance windows to the timeframes outlined below. Logikcull will use reasonable efforts to inform Customer in advance if Logikcull plans to exercise a quarterly planned maintenance window.
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. Force Majeure. Logikcull will not be liable for any delay or failure to perform under this Agreement due to circumstances beyond Logikcull’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 Logikcull’s possession or reasonable control, and denial of service attacks (“Force Majeure Event”).
d. Notices; Electronic Communications. Logikcull 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 Logikcull or questions with respect to the terms of this Agreement shall be sent to firstname.lastname@example.org, and such notices will be deemed received 72 hours after they are sent.
e. 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 Logikcull’s successors and assigns. Logikcull may assign its rights, without such consent of Customer to (a) one or more of its subsidiaries, or (b) an entity that acquires all or substantially all of the business or assets of Logikcull to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Logikcull will provide notice to Customer of such assignment within a commercially reasonable period of time.
f. Waiver. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
g. 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.
h. 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.
i. 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.