Terms of Service

• Our Privacy and Cookie Policy are available in the Privacy Policy page, which governs our collection, use and disclosure of personal information as well as information about the cookies on the Platform.

1. DEFINITIONS

2. PROVISION OF SERVICES

1. Subject to your compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable licence to use the Platform and the Documentation for the Subscription Allocation, and will provide you with access to use the Services and Service Data during the Term solely for your internal business operations in accordance with your Subscription Allocation.
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2. If you have a paid subscription, this Agreement shall remain in effect for the initial period stated on the Order Form and thereafter, will continue to renew automatically on a rolling monthly basis (if a monthly subscription) or for a rolling twelve (12) month period  (if an annual subscription) as stated in the Order Form until terminated by either you or us providing the other with notice of termination in accordance with clause 12 (Dispute Resolution and Termination) (all such periods together referred to as the “Term”). If you are on a free plan, “the Term” is the period commencing on your acceptance of the terms of this Agreement and ending when either we or you terminate this Agreement as set out in the Termination section below.
   
   
3. This Agreement will apply to any new services, feature, or functionality which we may introduce from time to time.
   

3. YOUR ORDER AND SUBSCRIPTION

4. PAYMENT

1. If you choose a paid-subscription plan, you agree to pay us fees in accordance with the relevant pricing plan until you terminate your subscription in accordance with clause 12 (Dispute Resolution and Termination). Details of those fees are set out on our Pricing Page (which do not include GST). In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
   
   
2. Depending on the pricing plan chosen by you, our third-party payment processor will (and you hereby authorise it to) bill your payment card for the applicable fee in advance on or shortly after the date you subscribe for a paid plan and each month or anniversary thereafter, until terminated by you or us. The fees are non-cancellable and non-refundable, except as expressly stated otherwise in the terms of this Agreement.
   
   
3. The processing of payments by our third-party payment processor will be, in addition to the terms of this Agreement, subject to the terms, conditions and privacy policies of that third-party payment processor and we are not liable for the security or performance of that third-party payment processor. We reserve the right to correct, or to instruct our third-party payment processor to correct, any errors or mistakes in collecting your payment.
   
   
4. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card.
   
   
5. If you move to a higher tier of a paid plan, the change will take effect immediately and we will charge you for the additional fees associated with the new paid plan on a pro-rata basis. If you move to a lower tier of a paid plan, the fee change will take effect in the next Term. You acknowledge that you will not receive a refund for the then-current Term if you move to a lower tier of a paid plan, or to a non-payment subscription plan.
   
   
6. We reserve the right not to provide you with the Services until the relevant fee has been received in full and cleared funds.
   
   
7. We also reserve the right to change our fees or payment plans at any time. If you do not agree to such change, you must ask us to delete your account via email to support@logilica.com and stop using the Services within 30 days of the date the new fee or payment plan becomes effective, at which point this Agreement will be deemed to have been terminated by you. We will only charge you in respect of the period before termination and based on the old fee or payment plan. If you do agree to such change (which will be deemed from your continued use of the Services after the date the new fee or payment plan becomes effective), your next bill will include the new fees on a pro rata basis.
   
   
8. You will pay fees without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law. If any withholding or deduction is required by law, you will, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that it would have received if no such withholding or deduction had been required.
   
   

5. YOUR USE OF THE SERVICES

1. You must, and must ensure that all End Users, comply with the terms of this Agreement at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any End User’s, breach of the terms of this Agreement, and you indemnify us in respect of any such damage, loss or expense.
   
   
2. You shall prevent unauthorized access or use of the Services, Service Data, Documentation, and in the event of a breach, you will notify us immediately.  You are responsible for all use of our Services with your account details, which includes all user passwords issued to your organization for each Authorized User, and for protecting your account details from unauthorized use. You are also responsible for the security of any computer from which you sign into your account. You shall ensure that all your Logilica account credentials are kept confidential. You will maintain a written, up to date list of current Contributors and users at all times, and upon our request, you shall either produce such list or the results of logs to us within 5 business days. You agree to ensure that all use of the Services, Service Data, Platform and Documentation by you or under your Logilica account are in compliance with the terms and conditions of this Agreement and in compliance with all applicable laws, rules and regulations governing this Agreement. You are responsible for any breach of this Agreement by any person using your Logilica account credentials.
   
   
3. You promise, and must ensure that all End Users promise not to (i) access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services, the Platform, Service Data or Documentation that infringes any Intellectual Property Right of any other person and/or advocates, promotes or assists any unlawful act or illegal activity, (ii) upload any material that is owned or copyrighted by a third party or (iii) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation, (iv)  intimidate, harass, impersonate, stalk, threaten, bully or endanger any other End User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Services, (v)upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform, or (vi) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform, and Logilica reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
   
   
4. You may not, and must not encourage or permit any End User to, except to the extent expressly permitted under this Agreement, (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, Service Data, Platform or the Documentation in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or (iii) use the Services, Service Data, Platform or the Documentation to provide services to third parties; or (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Service Data, Platform or the Documentation available to any third party; or (v) access all or any part of the Services in order to build a product or service which competes with the Services; (vi) access without authority, interfere with, manipulate, damage or disrupt all or any part of the Services or any equipment or network owned or used by any third party, or assist any third party in doing such acts, or (vii) attempt to circumvent any technological protection mechanism or other security feature of the Platform.
   
   

6. PRIVACY

7. OUR RESPONSIBILITIES TO YOU

1. Logilica will make commercially reasonable efforts to ensure that the Services will be performed substantially in accordance with the Documentation.  However, we will have no obligations to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than Logilica or Logilica’s duly authorised contractors or agents. Your sole remedy and our only obligations to you if the Services do not conform with the foregoing undertaking is for us to (at our expense), use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance.
   
   
2. Any operation or transaction completed via any third-party application or service is between you and the relevant third party, and not Logilica. Logilica recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant third-party application or service. Logilica will not be liable for any loss or damage suffered by you in connection with the third party’s terms and conditions. Our provision of features enabling interoperation with any third-party application or service does not constitute endorsement or approval of it, and you agree that we will not be liable for the functionality or transmission errors of any third party goods or services, including any software.
   
   
3. You acknowledge and agree that:
   1. The Services will evolve over time and that functionality may be added and removed from time to time;
   2. Logilica does not warrant that use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained
   through the Services will meet your requirements; and
   3. Logilica is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications
   facilities.
   
   
4. We have no obligation to modify the Platform to support your use of the Services and you acknowledge that the accuracy and completeness of the Services is dependent on a number of factors outside our control, including design, implementation, and use of the Connected Asset, and changes to the environment in which the Connected Asset is used.
   
   
5. You also agree that:
   1. You assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.
   2. Any Service Data displayed or notifications with regards to Service Data provided are for general information only, and have not been made with your particular requirements in mind. It is therefore not intended to amount to advice on which you should solely rely.
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6. From time to time, Logilica may make new features and capabilities available as Beta Services or Preview Services at no charge. Beta Services and Preview Services are made available “AS IS” and Logilica shall have no liability for any harm or damage arising out of or arising out of or in connection with the Beta Services and Preview Services. You may choose to try such Beta Services and Preview Services at your sole discretion. Logilica may discontinue Beta Services and Preview Services at any time in its sole discretion and may never make them generally available.
   
   

8. INTELLECTUAL PROPERTY RIGHTS

1. Logilica and/or its licensors retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all Intellectual Property Rights in the Services, Service Data, Platform and the Documentation and except as expressly stated herein, Logilica does not grant to you any rights to, or in, such Intellectual Property.  If you create any derivative works or developments based on Logilica Intellectual Property Rights, you agree to assign to Logilica all ownership rights and title to such developments.
   
   
2. You are granted a licence to the Platform Content, for the Subscription Allocation, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
   
   
3. Logilica claims no Intellectual Property Rights in any Client Data you provide or otherwise transmit to Logilica via the Platform.
   
   
4. However, you grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data, including the right to sublicense, to the extent reasonably required to provide the Services. You warrant that our use of Your Data will not infringe any third-party Intellectual Property Rights, and indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
   
   
5. We reserve the right to remove any Client Data, including where we deem Client Data to be inaccurate, misleading, discriminatory, defamatory, that may affect the operation of the Platform, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic, racist or that may breach or infringe any applicable laws.
   
   
6. You acknowledge and agree that in order for us to provide Services, we will be inspecting, using, sending to Logilica servers, displaying and storing: (i) the Connected Asset; (ii) information relating to the Connected Asset (such as the project name, settings and metadata), Logilica -related files and environmental information and the license information applicable to the Connected Asset (together, “Project Information”); and (iii) any of Your Data, in all cases for the purposes of providing the Services.
   
   
7. Additionally, you acknowledge and agree that Logilica may use the Project Information and any of Your Data for analytical purposes (for example, so Logilica can see what stage the project was in when it was deleted) and to improve the Services. Logilica shall continue such use indefinitely and it will not end upon termination of this Agreement or upon your deletion of the relevant project on the project page of the Platform until and unless you send us written notice to cease such use via email at support@logilica.com.  
   
   

9. CONFIDENTIALITY

1. Except as contemplated by the terms of this Agreement, a party must not and must not permit any of its Personnel or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
   
   
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
   
   
3. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.
   
   
4. The obligations of confidentiality and non-use in this Section shall survive termination of this Agreement.
   
   

10. IDEMNITY

11. LIABILITY

1. (Warranties) We warrant that (a) during the Term, the Platform will perform substantially in accordance with the Documentation, (b) during the Term, the Solution will be provided as described to you in, and subject to, the terms of this Agreement, and (3) to our knowledge, the use of the Platform in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party.
   
   
2. (Errors) We will use our best endeavours to correct any errors, bugs or defects in the Platform which arise during the Term and which are notified to us by you unless the errors, bugs or defects: (a) result from the interaction or integration of the Platform with any other solution or any computer hardware, software or services, or (b) result from any misuse of the Platform, or (c) result from the use of the Platform by you other than in accordance with the terms of this Agreement or the Documentation.
   
   
3. (Service Limitations) The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that (a) the Platform will be free from errors or defects, (b) the Platform will be accessible at all times, (c) messages sent through the Solution will be delivered promptly, or delivered at all, (d)  information you receive or supply through the Platform will be secure or confidential; or € any information provided through the Platform is accurate or true.
   
   
4. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in the terms of this Agreement are excluded.
   
   
5. (Consumer law) Nothing in the terms of this Agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
   
   
6. (Limitation of liability) To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with the terms of this Agreement, the Services or a subscription: (a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and (b) is limited, insofar as concerns other liability, to the total money paid to us under the terms of this Agreement in the 3 months prior to the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).
   
   

12. DISPUTE RESOLUTION AND TERMINATION

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
   
   
2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
   
   
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
   
   
4. If you do not have a paid subscription to the Services, we may suspend, limit, or terminate the Services and terminate this Agreement for any reason at any time without notice, and you may terminate this Agreement at any time by deleting your account by means of the Service, or asking us to do so via email to support@logilica.com.
   
   
5. (Termination for convenience by either party) If you have a paid annual subscription to the Services, you or we may terminate for any reason by giving at least thirty (30) days’ notice via email to support@logilica.com. If you have a paid monthly subscription to the Service, you or we may terminate for any reason at any time before the end of the then current Term through the self-service function or via email to support@logilica.com.
   
   
6. (Termination by us for cause) Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if (i) you, a member of your Personnel or an End User are in breach of any term of this Agreement or any part of a subscription, or (ii) you become subject to any form of insolvency or bankruptcy administration.
   
   
7. (Termination by you for cause) You may terminate this Agreement if (i) we have committed a material breach of the terms of this Agreement and have failed to remedy the breach within 30 days’ written notice by you or (ii) we become subject to any form of insolvency or bankruptcy administration.
   
   
8. On termination of this Agreement: (i) the fees already paid by you to us will be non-refundable; and (ii) where we have terminated the agreement for cause, or you terminate this agreement for convenience, you shall pay any and all fees outstanding (including the remainder of fees applicable for the relevant billing cycle as if the agreement has not been terminated), (iii) where you validly terminate this agreement for cause, or we terminate this agreement for convenience, no further fees will be payable by you (unless later found that you terminating for cause was invalid), (iv) you shall delete all copies of the Service Data and cease all use of the same; and (v) immediately uninstall, delete or remove from all computer equipment in your possession or control, and destroy or return to Logilica all copies of, any software used in the provision of the Services;
   
   
9. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
   
   

13. WAIVER

14. SEVERANCE

15. JOINT AND SEVERAL LIABILITY

16. ENTIRE AGREEMENT

17. ASSIGNMENT

18. LEGAL NOTICES

19. LOGILICA ENTITY AND GOVERNING LAW AND JURISDICTION

20. INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
   
   
2. (currency) a reference to $; or “dollar” is to USD currency;
   
   
3. (gender) words indicating a gender includes the corresponding words of any other gender;
   
   
4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
   
   
5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
   
   
6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
   
   
7. (this Agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits, attachments and annexures to it;
   
   
8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
   
   
9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
   
   
10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
    
    
11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.