THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN THE CLIENT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY THE CLIENT, STAFF, CLIENTS OF SAID CLIENTS AND END-USERS. THESE TERMS APPLY TO BOTH PAID AND FREE SUBSCRIPTIONS.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any End-User to access or use a Service, The Client agree to be bound by this Agreement. If The Client are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), The Client are agreeing to this Agreement for that Entity and representing to Logiforms Software Inc. that The Client have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “The Client” or a related capitalized term herein shall refer to such Entity and its Affiliates. If The Client do not have such authority, or if The Client do not agree with this Agreement, The Client must not accept this Agreement and may not use any of the Services.
- 1. DEFINITIONS
- 2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICES
- 3. CONFIDENTIALITY; SECURITY AND PRIVACY
- 4. MODIFICATION OF SERVICE
- 5. INTELLECTUAL PROPERTY RIGHTS
- 6. THIRD PARTY SERVICES
- 7. BILLING, PLAN MODIFICATIONS AND PAYMENTS
- 8. CANCELLATION AND TERMINATION
- 10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
- 11. LIMITATION OF LIABILITY
- 12. INDEMNIFICATION
- 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
- 14. RELATIONSHIP OF THE PARTIES
- 15. NOTICE
- 16. GOVERNING LAW
- 17. SURVIVAL
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
Account: means any accounts or instances created by or on behalf of Subscriber or its Users within the Services.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Sub User : means an individual authorized to use a Service through The Client Account as a user and/or administrator as identified through a unique login.
Applicable Data Protection Law: means the following data protection law(s): (i) where The Client (acting as data controller or data processor) are established in an European Economic Area (“EEA”) member state or where The Client Users or End-Users access or activate their data use with the Services from an European Economic Area (“EEA”) member state: (a) prior to May 25, 2018, the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995, entitled “On the protection of individuals with regard to the processing of personal data, and on the free movement of such data.” (as implemented into the relevant national laws of the member state in which The Client are established), and (b) on and after May 25, 2018, the EU Regulation 2016/679 (and any applicable national laws made under it); and (ii) where The Client are established in Switzerland, the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded).
API: means the application programming interfaces developed and enabled by Logiforms Software Inc. that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests.
Confidential Information: means all information disclosed by The Client to Logiforms Software Inc. or by Logiforms Software Inc. to The Client which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Logiforms Software Inc.’s security policies and procedures. For purposes of this Agreement, this Agreement as well as User Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
Consulting Services: means consulting and professional services (including any training, success or implementation services) provided by Logiforms Software Inc. or its authorized subcontractors as indicated on a written document such as a statement of work “SOW”, as defined below.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by Logiforms Software Inc. to The Client in the applicable Logiforms Software Inc. help center(s); provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
End-User: means any person or entity other than Subscriber or Users with whom Subscriber or its Users interact using a Service.
Payment Agent: means Logiforms Software Inc., Inc. or a payment agent designated by Logiforms Software Inc..
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Personnel: means employees and/or non-employee service providers and contractors of Logiforms Software Inc. engaged by Logiforms Software Inc. in connection with performance hereunder.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the products and services that are ordered by The Client through any of our websites, whether on a trial or paid basis, and made available online by The Supplier, via the applicable subscriber login link and other web pages designated by The Supplier, including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable Associated Services that The Client have purchased or deployed or to which The Client have subscribed that are provided under this Agreement. “Services” exclude Third Party Services as that term is defined in this Agreement that are not provided under this Agreement.
User Data: means form submission data, uploaded data, electronic data, messages, communications or other materials submitted to and stored within a Service by The Client, Users and End-Users in connection with The Client use of such Service, which may include, without limitation, Personal Data.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which The Client subscribe.
Site: means a website operated by Logiforms Software Inc., including www.logiforms.com, forms.logiforms.com as well as all other websites that Logiforms Software Inc. operates.
Software: means software provided by Logiforms Software Inc. (either by download or access through the Internet) that allows Users or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which The Client have agreed to subscribe to a Service.
Supplemental Terms: means the additional terms and conditions that are (a) contained in this Agreement under the Section entitled, “Supplemental Terms and Conditions” which apply and are incorporated into this Agreement with certain Services, features, or functionality and applicable to Consulting Services when purchased by The Client.
Third Party Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information obtained separately by The Client which a Service links to, or which The Client may connect to or enable in conjunction with a Service, including, without limitation, Third Party Services which may be integrated directly into The Client Account by The Client or at The Client direction.
“We,” “The Supplier” or “Our”: means Logiforms Software Inc. as defined below.
Logiforms Software Inc.: means Logiforms Software Inc., Inc., a Canadian Corporation, or any of its successors or assignees.
Logiforms Software Inc. Group: means Logiforms Software Inc., Inc., a Canadian Corporation together with all its Affiliates.
2.1 During the Subscription Term and subject to compliance by The Client, Users and End-Users with this Agreement, The Client have the limited right to access and use a Service consistent with the Service Plan(s) that The Client subscribe to, together with all applicable Deployed Associated Services, for The Client internal business purposes.
- make the Services and User Data available to The Client pursuant to this Agreement
- provide applicable standard customer support for the Services to The Client at no additional charge as detailed on the applicable Site and Documentation;
- use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except
- during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify The Client in advance both through Our Site and a notice to The Client Account owner) (“Planned Downtime”); and
- for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”).
2.2 A high speed Internet connection is required for proper transmission of the Services. The Client are responsible for procuring and maintaining the network connections that connect The Client network to the Services, including, but not limited to, “browser” software that supports protocols used by Logiforms Software Inc., including the Transport Layer Security (TLS) protocol or other protocols accepted by Logiforms Software Inc., and to follow procedures for accessing services that support such protocols. We are not responsible for notifying The Client, Users or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including User Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Logiforms Software Inc.. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.3 You will be required to select a unique user name and password during registration. You are responsible for maintaining the confidentiality of your user name and password for all activities that occur under your password or account. You agree to immediately notify LOGIFORMS of any unauthorized use of your account or any other security breach known to you. LOGIFORMS has no access to user passwords, and forgotten or stolen passwords are the sole responsibility of users of the Service. You may request a new password to be issued, which will be emailed to your email account of record. In addition, you may retrieve a lost password by entering your username and answer to your secret question.
2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, The Client agree not to:
- modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
- falsely imply any sponsorship or association with Logiforms Software Inc. or Logiforms Software Inc.,
- use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
- use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
- use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
- use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
- attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services;
- use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
- use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
- use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or
- attempt to use the Services in violation of this Agreement.
2.5 As between The Client and Logiforms Software Inc., The Client are responsible for compliance with the provisions of this Agreement by Users and End-Users and for any and all activities that occur under The Client Account. Without limiting the foregoing, The Client are solely responsible for ensuring that use of the Services to store and transmit User Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations The Client may maintain or enter into with Users or End-Users. The Client also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for The Client purposes. Subject to any limitation on the number of individual Users available under the applicable Service Plan(s) to which The Client subscribed, access to and use of the Services is restricted to the specified number of individual Users permitted under The Client subscription to the applicable Service. The Client agree and acknowledge that each User will be identified by a unique username and password (“Login”) and that a User Login may only be used by one (1) individual. The Client will not share a User Login among multiple individuals. The Client and The Client Users are responsible for maintaining the confidentiality of all Login information for The Client Account. Logiforms Software Inc. reserves the right to periodically verify that The Client use of the Logiforms Software Inc. Services complies with the Agreement and the Service Plan restrictions on Our Site. Should Logiforms Software Inc. discover that The Client use of a Logiforms Software Inc. Service is not in compliance with this Agreement or the Service Plan restrictions on Our Site, Logiforms Software Inc. reserves the right to charge The Client, and The Client hereby agree to pay for, said usage in addition to other remedies available to The Supplier.
2.6 In addition to Our rights as set forth in Sections 2 and 8.4, We reserve the right, in Our reasonable discretion, to temporarily suspend The Client access to and use of a Service if We suspect or detect any Malicious Software connected to The Client Account or use of a Service by The Client, Users or End-Users.
2.7 The Client acknowledge that Logiforms Software Inc. may modify the features and functionality of the Services during the Subscription Term.
2.8 The Client may not access the Services if The Client are a direct competitor of Logiforms Software Inc., except with Logiforms Software Inc.’s prior written consent. The Client may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
2.9 Free Accounts. Each User, including a company, is limited to one (1) free Logiforms account for use by one (1) person, use of one (1) Free Account by more than one (1) person is not permitted. If you or your company would like more than one (1) Free Logiforms account, then you must, and you agree to, upgrade to a paid Logiforms Service;
2.9.1 Paid Accounts and Fair Use. The Client acknowledges and agrees that the Services and the pricing associated therewith is associated with our calculation of the Client’s usage of our resources, and that our pricing is correspondingly prescribed by us from time to time. The foregoing is referred to as our “Fair Use Policy”. The Client agrees that our Fair Use Policy permits us to provide the Client with advance notice of changes in pricing that we believe are fair and appropriate in our sole and unfettered discretion from time to time. In the event that the Client does not accept our notice of a change in pricing in accordance with the foregoing, we shall have the right to terminate the Services and/or this Agreement upon notice to the Client. In exercising this discretion, we agree to make commercially reasonable efforts to provide information the Client with average levels of usage of the Services as relate to the respective price category which the Client has selected.
2.9.2 In addition to our rights set out above, in the event of violation of the Fair Use Policy, we reserve the right to limit the Services, institute metering of usage of Services by the Client, charge additional fees, or for non-compliance by the Client following notice provided by us, to terminate the Services and/or this Agreement. Any failure by us to enforce the Fair Use Policy does not constitute a waiver of our rights to enforce past or current violations, and that such rights are in addition to all other rights we have under this Agreement.
3.1 Subject to the express permissions of this Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information
- solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information;
- as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or
- as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 3.1 shall supersede any non-disclosure agreement by and between the Parties and such agreement shall have no further force or effect.
3.2 Logiforms Software Inc. will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data, as described in the Agreement, and the Supplemental Terms entitled, “How We Protect Your Data” on our website as applicable. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of User Data by Personnel except:
- to provide the Services and prevent or address service, support or technical problems;
- as compelled by law in accordance with Sections 3.1(b) or 3.1(c);
- in accordance with the provisions of Section 3.4; or
- as The Client expressly permit in writing. Logiforms Software Inc.’s compliance with the provisions of Sections 3.2 through 3.5 and the Security Measures set forth in Exhibit B, Section 2 (“How We Protect Your Data’) shall be deemed compliance with the Logiforms Software Inc.’s Group’s obligations to protect User Data as set forth in the Agreement.
- to comply with any laws, rules or regulations;
- to comply with any legal process;
- to enforce this Agreement;
- to respond to claims that such data violates the rights of third parties; and
- to protect the interests of LOGIFORMS or others.
You acknowledge and agree that LOGIFORMS may access all forms, data and other tools of the Service as necessary to identify or resolve technical problems or to respond to service complaints. You acknowledge and agree that certain technical processing of information is and may be required in the ordinary course of business.
3.4 To the extent User Data constitutes Personal Data, The Client and Logiforms Software Inc. hereby agree that The Client shall be deemed to be the data controller and the relevant entity in Logiforms Software Inc. Party shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. Unless otherwise specifically agreed to by Logiforms Software Inc., User Data may be hosted by Logiforms Software Inc. or their respective authorized third-party service providers in the United States, the EEA or other locations around the world. In providing the Services, Logiforms Software Inc. will engage entities within Logiforms Software Inc. and other authorized service providers, to Process User Data, including and without limitation, any associated Personal Data pursuant to this Agreement within the European Economic Area (the “EEA”), the United States and in other countries and territories. Under no circumstances will any entity in Logiforms Software Inc. be deemed a data controller with respect to User Data under Applicable Data Protection Law or any relevant law or regulation of any Member State as defined in Applicable Data Protection Law.
3.5 If Personal Data originates from a User or End-User in the EEA, We will ensure, pursuant to Applicable Data Protection Law that, to the extent that any User Data constitutes Personal Data, if User Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), that such transfer will only take place if:
- the non-EEA country in question ensures an adequate level of data protection;
- one of the conditions listed in Article 26(1) of Directive 95/46/EC (or its equivalent under any successor legislation) is satisfied;
3.6 The Client agree that Logiforms Software Inc. and the third-party service providers that are utilized by Logiforms Software Inc. to assist in providing the Services to The Client shall have the right to access The Client Account and to use, modify, reproduce, distribute, display and disclose User Data to the extent necessary to provide the Services, including, without limitation, in response to The Client support requests. Any third-party service providers utilized by Logiforms Software Inc. will only be given access to The Client Account and User Data as is reasonably necessary to provide the Services and will be subject to:
- confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.2; and
- their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Section 3.4.
3.7 Whenever The Client, The Client Users or End-Users interact with our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to the browser or device of The Client Users or End-Users that allow The Supplier to recognize the User or End-User and their browser or device along with how our Services are being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify The Client Users or End-Users personally. For example, this aggregate data can tell The Supplier how often users use a particular feature of the Services, and We can use that knowledge to improve the Services.
3.8 We receive and store any information that The Client knowingly provide to The Supplier. For example, through the registration process for Our Services and/or through The Client Account settings, We may collect Personal Data such as The Client name, email address, phone number, credit card information and third-party account credentials (for example, The Client log-in credentials for third party sites that integrate with the Services as further detailed in Section 3.9) of The Client and The Client Users. In addition, We may communicate with The Client. For example, We may send The Client product announcements and promotional offers or contact The Client about The Client use of the Services. If The Client does not want to receive communications from The Supplier, please indicate this preference by sending an email to email@example.com. The Client can find more information on this here /user-legal/user-guide1/
3.9 We neither rent nor sell The Client Personal Data to anyone. However, we may share The Client Personal Data with third parties in the following ways:
- Collecting Usage Data. For the purposes of this section, “Usage Data” means aggregated, encoded or anonymized data that Logiforms Software Inc. may collect about a group or category of services, features or users while The Client, The Client Users or End-Users use a Service for certain purposes, including analytics, and which does not contain Personal Data, which is used to help understand trends in usage of the Services. In addition to collecting and using Usage Data ourselves, Logiforms Software Inc. may share the Usage Data with third parties, including Our subscribers, partners and service providers, for various purposes, including to help The Supplier better understand Our subscribers’ needs and improve Our Services.
- Aggregated Personal Data that is not personally identifiable. We may anonymize the Personal Data of The Client Users or End-Users so that they cannot be individually identified, and provide that information to our partners. We may also provide aggregate usage information to our partners for analytics purposes, who may use such information to help The Supplier understand how often and in what ways people use our Services. However, We never disclose aggregate information to a partner in a manner that would identify The Client Users or End-Users specifically as an individual.
3.11 logiforms.com provides data sharing services via user defined sub-accounts. These sub accounts gain user defined access to an accounts data only as specified by the account holder. These accounts must be assigned individually to a specific user. You acknowledge and agree that under no circumstances will the username and password for these sub-user accounts be:
- distributed to the general public;
- distributed by any means of automation;
- Published on any website or Internet site;
- or via any means other than direct assignment to a single person.
We may at any time modify, suspend, alter and/or terminate the Services for any reason whatsoever, and in our sole and unfettered discretion. Except for any instance of fraud, the Client agrees that we are not liable for any damages or liability of any kind arising from any of the foregoing actions that we may take, including but not limited to any loss of business income or revenue, and that the Client further releases and forever discharges us in respect of all of the foregoing.
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to The Client, Users and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Logiforms Software Inc. and belong exclusively to Logiforms Software Inc.. Logiforms Software Inc. shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from The Client, Users, End-Users, or other third parties acting on The Client behalf.
If The Client decide to enable, access or use Third Party Services, be advised that The Client access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including User Data) or any interaction between The Client and the provider of such Third Party Services. We cannot guarantee the continued availability of such Third Party Service features, and may cease enabling access to them without entitling The Client to any refund, credit, or Third Party compensation, if, for example and without limitation, the provider of an Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service in a manner acceptable to The Supplier. The Client irrevocably waive any claim against Logiforms Software Inc. with respect to such Third Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with The Client enablement, access or use of any such Third Party Services, or The Client reliance on the privacy practices, data security processes or other policies of such Third Party Services. The Client may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, The Client are expressly permitting Logiforms Software Inc. to disclose The Client Login, as well as User Data as necessary to facilitate the use or enablement of such Third Party Services.
7.1 All charges associated with The Client access to and use of a Service (“Subscription Charges”) are due in full upon commencement of The Client Subscription Term. If The Client fail to pay The Client Subscription Charges and/or any overage/usage charges, access to the service will be temporarily suspended until payment is made. Form submission processing will continue during this delinquent period and for up to 15 days.
7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to The Client if The Client elect to downgrade The Client Service Plan. Downgrading The Client Service Plan may cause loss of content, features, or capacity of the Service as available to The Client under The Client Account, and Logiforms Software Inc. does not accept any liability for such loss.
7.3 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). The Client are responsible for paying Taxes, except those assessable against Logiforms Software Inc. measured by its net income. We will invoice The Client for such Taxes if We believe We have a legal obligation to do so and The Client agree to pay such Taxes if so invoiced.
7.4 If The Client pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment, or they may obtain a receipt from within the Services to track subscription status. The Client hereby authorize the Payment Agent to bill The Client credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Subscription Charges applicable to Deployed Associated Services to which The Client subscribe until The Client subscription to the Services terminates, and The Client further agree to pay any Subscription Charges so incurred. If applicable, The Client hereby authorize Logiforms Software Inc. and the Payment Agent to charge The Client credit card or other payment instrument to establish such prepaid credit. The Client agree to promptly update The Client Account information with any changes (for example, a change in The Client billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use The Client billing information except to process The Client credit card information for the Payment Agent.
7.5 Payments made by credit card, debit card or certain other payment instruments for the Logiforms Software Inc. Service are billed and processed by Logiforms Software Inc.’s Payment Agent. To the extent the Payment Agent is not Logiforms Software Inc., the Payment Agent is acting solely as a billing and processing agent for and on behalf of Logiforms Software Inc. and shall not be construed to be providing the applicable Service.
8.1 Either Party may elect to terminate The Client Account and subscription to a Service as of the end of The Client then current Subscription Term by the online cancellation mechanism within The Service, in accordance with this Agreement, at any time preceding the end of such Subscription Term. Unless The Client Account and subscription to a Service is so terminated, The Client subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.
8.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to The Client if The Client elect to terminate The Client subscription to the Service or cancel The Client Account prior to the end of The Client then effective Subscription Term.
8.3 We reserve the right at any time to modify, suspend or terminate the Services (or any part hereof), the Accounts or the Client’s Users’ and/or End-Users’ rights to access and use the Services, and remove, disable and discard any User Data if we believe that the Client, Users or End-Users have breached or violated in this Agreement or for breach of the Fair Use Policy. Unless legally prohibited from doing so, we will use commercially reasonable efforts to contact the Client directly by e-mail transmission to notify the Client when taking any of the foregoing actions. The Client agrees that we will not be liable to the Client, Users, End-Users or any other third party for any such modification, suspension or discontinuation of the Client’s right to access and use the Services. Any suspected fraudulent, abusive or illegal activity by the Client, Users or End-Users may be referred to law enforcement authorities in our sole discretion.
8.4 Upon request by The Client made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make User Data available to The Client for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any User Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of User Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
8.5 You agree that all cancellation requests must be received prior to the accounts renewal date in order to be valid. All month-to-month accounts renew on the 1st of the month. Six and twelve month subscriptions renew on the 1st of the month that immediately follows the end of the valid subscription period. Cancellation requests received on or after the 1st of the month and any requests received after the account has been billed for the coming month, will not be honored. You acknowledge and agree that all cancellations will be submitted prior to the end of the current subscription period and that all cancellation requests will be made via the members site using the CANCEL link available at the bottom of every page. It is your sole responsibility to ensure that this method of cancellation is used. No other form of cancellation request will be accepted as valid.
9.1 You agree that LOGIFORMS may terminate your password, account or use of the Service and, at LOGIFORMS’s discretion, terminate your use of LOGIFORMS’s other services for any reason, at its sole discretion, including, without limitation, if LOGIFORMS believes:
- that you have violated or acted inconsistently with this Agreement;
- that you have violated the rights of LOGIFORMS or other users or parties.
9.2 You acknowledge and agree that any termination of the Service under any provision of this Agreement may be effected without prior notice, and you further acknowledge and agree that LOGIFORMS may immediately delete and discard all information and files in your account and barring any further access to such files or the Service. You acknowledge and agree that you are not entitled to any refund in the event that your account is terminated.
10.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
10.2 We warrant that during an applicable Subscription Term:
- this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data; and
10.3 Except as specifically set forth in section 9.2, the sites and the services, including all server and network components are provided on an “as is’ availability basis, without any warranties of any kind to the fullest extent permitted by law, and we expressly disclaim any and all warranties, whether expressed or implied, including, but not limited to, any warranties of merchantability, title, fitness for a particular purpose, and non-infringement. The Client acknowledge that we do not warrant that the services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software, and no information or advice obtained by The Client from us, or through the services, shall create any warranty not expressly stated in this agreement.
11.1 Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this agreement, or their affiliates, officers, directors, employees, Users, service providers, suppliers or licensors be liable to the other party or any third party for any lost profits, lost sales or business, lost data, (being data lost in the course of transmission via The Client systems or over the internet through no fault of logiforms software inc.), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other loss or damages incurred by the other party or any third party in connection with this agreement, the services or consulting services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
11.2 Notwithstanding anything to the contrary in this agreement, logiforms software inc.’s aggregate liability to The Client or any third party arising out of this agreement, the services or consulting services, shall in no event exceed the subscription charges and/or consulting fees paid by The Client during the twelve (12) months prior to the first event or occurrence giving rise to such liability. The Client acknowledge and agree that the essential purpose of this section 10.2 is to allocate the risks under this agreement between the parties and limit potential liability given the subscription charges and consulting fees, which would have been substantially higher if we were to assume any further liability other than as set forth herein. We have relied on these limitations in determining whether to provide The Client with the rights to access and use the services and/or consulting services provided for in this agreement.
11.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to The Client. In these jurisdictions, logiforms software inc.’s liability will be limited to the greatest extent permitted by law.
11.4 Any claims or damages that The Client may have against Logiforms Software Inc. shall only be enforceable against Logiforms Software Inc. and not any other entity or its officers, directors, representatives or Users.
12.1 We will indemnify and hold The Client harmless, from and against any claim against The Client by reason of The Client use of a Service as permitted hereunder, brought by a third party alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim’). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against The Client in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Logiforms Software Inc. for such defense, provided that:
- The Client promptly notify Logiforms Software Inc. of the threat or notice of such IP Claim;
- We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim; and
- The Client fully cooperate with Logiforms Software Inc. in connection therewith.
12.2 If use of a Service by The Client, Sub Users or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense:
- procure for The Client the right to continue using the Service(s) as set forth hereunder;
- replace or modify a Service to make it non-infringing; or (c) if options (a) or (b) are not commercially reasonable or practicable as determined by Logiforms Software Inc., terminate The Client subscription to the Service(s) and repay The Client, on a pro-rata basis, any Subscription Charges previously paid to Logiforms Software Inc. for the corresponding unused portion of The Client Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by:
- compliance with designs, data, instructions or specifications provided by The Client;
- modification of the Service(s) by anyone other than Logiforms Software Inc.; or
- the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing.
The provisions of Sections 12.1 and 12.2 state the sole, exclusive and entire liability of Logiforms Software Inc. to The Client and constitute The Client sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by The Client, Sub Users or End-Users.
12.3 The Client will indemnify and hold Logiforms Software Inc. harmless against any claim brought by a third party against Logiforms Software Inc. arising from or related to use of a Service by The Client, Sub Users or End-Users in breach of this Agreement or matters for which The Client have expressly agreed to be responsible pursuant to this Agreement; provided
- We shall promptly notify The Client of the threat or notice of such claim;
- The Client will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, The Client shall not settle or compromise any claim that results in liability or admission of any liability by The Supplier without Our prior written consent); and
- We fully cooperate with The Client in connection therewith.
13.1 The Client may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or The Client rights under this Agreement or delegate performance of The Client duties under this Agreement without Our prior consent, which consent will not be unreasonably withheld. We may, without The Client consent, assign this Agreement to any member of Logiforms Software Inc. or in connection with any merger or change of control of Logiforms Software Inc. or Logiforms Software Inc. or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
13.2 This Agreement, together with the Supplemental Term(s) constitute the entire agreement, and supersede any and all prior agreements between The Client and Logiforms Software Inc. with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation The Client or any Entity which The Client represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the Parties, except as may otherwise be expressly provided herein.
Notwithstanding the foregoing, The Client may be presented with additional features, functionality, or services as detailed in a Supplement hereto or that We offer as part of or distinct from the Services (the “Additional Features’). In those instances, We will notify The Client of such Additional Features prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in The Client Account will be considered acceptance of the Additional Features. All such Additional Features will be considered incorporated into this Agreement when The Client or any Sub User authorized as an administrator in The Client Account activate the feature, functionality, or service.
13.3 We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify The Client not less than ten (10) days prior to the effective date of any such amendment and The Client continued use of the Services following the effective date of any such amendment may be relied upon by Logiforms Software Inc. as The Client consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
14.1 The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
15.1 All notices to be provided by Logiforms Software Inc. to The Client under this Agreement may be delivered in writing by nationally recognized overnight delivery service (“Courier”) or Canada Post to the contact mailing address provided by The Client on our website
16.1 This Agreement shall be governed by the laws of the Province of British Columbia, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Vancouver, British Columbia Canada. The Client hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by The Client, Sub Users or End Users.
17.1 Sections 1, 3.1, 4 and 9-19 shall survive any termination of our agreement with respect to use of the Services by The Client, Sub Users or End Users. Termination of such agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
SUPPLEMENTAL TERMS AND CONDITIONS
1.1 Logiforms Software Inc. hereby represents and warrants that:
- The Consulting Services provided pursuant to the Agreement will be performed in a timely and professional manner by Logiforms Software Inc. and its Consulting Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at Logiforms Software Inc.’s option, re-performance of the Consulting Services or termination of the applicable SOW and return of the portion of the Consulting Fees paid to Logiforms Software Inc. by Subscriber for the nonconforming portion of the Consulting Services; and
- It is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Consulting Services.
1.2 The Parties hereby agree that:
CUSTOM APPLICATIONS THAT RESIDE WITHIN THE LOGIFORMS SOFTWARE INC. SERVICE FRAMEWORK, INTEGRATIONS, AND PROGRAMMING SCRIPTS THAT ARE IDENTIFIED AND BEING DELIVERED UNDER A SOW (COLLECTIVELY, “CUSTOMIZED DELIVERABLES”) ARE PROVIDED TO SUBSCRIBER “AS IS” AND LOGIFORMS SOFTWARE INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS OF THE CUSTOMIZED DELIVERABLES. LOGIFORMS SOFTWARE INC. SHALL NOT BE RESPONSIBLE, AT LAW OR OTHERWISE, FOR ANY CUSTOMIZED DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY CUSTOMIZED DELIVERABLES IN A MANNER NOT INSTRUCTED BY LOGIFORMS SOFTWARE INC.. LOGIFORMS SOFTWARE INC. DOES NOT WARRANT THAT SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE CUSTOMIZED DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. LOGIFORMS SOFTWARE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING CUSTOMIZED DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FURTHER, LOGIFORMS SOFTWARE INC. EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN CUSTOMIZED DELIVERABLES AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY LOGIFORMS SOFTWARE INC. OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.
2. Rights to Deliverables; Ownership.
2.1 The Parties hereby agree that the specified Consulting Services to be completed pursuant to any SOW primarily involve the configuration of Subscriber’s subscription to a Service and integration of Subscriber data with and into one or more Services using Pre-existing Technology, Developed Technology, and/or Generic Components (each as defined below). Unless otherwise expressly specified in a SOW, no deliverable provided in connection with the Consulting Services provided pursuant to the Agreement shall constitute a “Work Made For Hire” under the Agreement. In the event that any such deliverable is held to be a Work Made For Hire, Subscriber hereby assigns to Logiforms Software Inc. all right, title and interest therein or to the extent such assignment is not permitted or effective, hereby grants to Logiforms Software Inc. a perpetual, irrevocable, exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to any such deliverable. Additionally, Logiforms Software Inc. shall have a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to incorporate into the Pre-existing Technology, Developed Technology, and/or Generic Components or otherwise use any suggestions, enhancement requests, recommendations or other feedback Logiforms Software Inc. receives from Subscriber.
2.2 Without limiting the foregoing, Logiforms Software Inc. and its licensors reserve and retain ownership of all Preexisting Technology, Developed Technology and Generic Components (each as defined below), and Logiforms Software Inc. hereby grants to Subscriber a non-exclusive, fully-paid, limited license to use Pre Existing Technology, Developed Technology and Generic Components solely in connection with Subscriber’s use of the Service(s). “Preexisting Technology” means all of Logiforms Software Inc.’s inventions (including those of Logiforms Software Inc.’s Affiliates) (whether or not patentable), works of authorship, designs, know-how, ideas, concepts, information and tools in existence prior to the commencement of the Consulting Services. “Developed Technology” means ideas (whether or not patentable) know-how, technical data, techniques, concepts, information or tools, and all associated Intellectual Property Rights thereto developed by Logiforms Software Inc. and its Affiliates or their Consulting Services Personnel in connection with providing Consulting Services pursuant to the Agreement that derive from, improve, enhance or modify Logiforms Software Inc.’s Preexisting Technology. “Generic Components” means all inventions (whether or not patentable), works of authorship, designs, know-how, ideas, information and tools, including without limitation software and programming tools developed by Logiforms Software Inc. and its Affiliates or their Consulting Services Personnel in connection with providing Consulting Services generally to support Logiforms Software Inc.’s product and/or service offerings (including, without limitation the Services) and which can be so used without use of Subscriber’s Confidential Information.