Terms of Use

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Logik Systems, Inc. (“Logik,” “we,” “our,” “us”) provides its Service (as defined below) to you (“you” or “your”) through its web site located at https://www.logikcull.com and https://app.logikcull.com (collectively, “Site”), subject to these Terms of Service (“Agreement”).

1. Acceptance of Agreement

1.1 This Agreement constitutes a binding legal contract that governs your trial (if applicable), purchase and ongoing use of and access to the Service and Site. You must accept the terms of this Agreement before you may access or use the Service and Site. You accept the terms of this Agreement by: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Service and Site.

1.2 By accepting this Agreement, or by accessing or using the Service or Site, you represent and warrant the following:

1. You are at least 18 years old and have the legal capacity to be bound by this Agreement;
2. You have read, understand, and hereby agree to be legally bound by this Agreement;
3. The information you provide in registering for the Service is accurate, complete, and is yours or within your right to use and disclose to Logik; and
4. If you are accepting this Agreement on behalf of a company or another legal entity, you represent that you have the right, power and authority to enter into this Agreement on behalf of such entity in which case the terms “you” or “your” shall refer to the entity.

1.3 We reserve the right to modify this Agreement at any time. In the event we modify this Agreement, you will be required to click to accept the most recent version of the Agreement the next time you log in. In any event, your continued access or use of the Service will constitute your acceptance of the revised Agreement.

2. Description of Service

2.1 The “Service” means the hosted eDiscovery and document management solution for online storage, sharing and processing of files, documents, materials, images, videos, or other content, including all updates, modifications, and enhancements thereto, as made generally available by Logik during the Term (“Service”). Under this Agreement, all information, data and materials uploaded or stored in the Service, or otherwise disclosed to Logik, by you or your Users (as defined below) shall be referred to as “Hosted Data.” For purposes of this Service, your Hosted Data includes, without limitation, all uploaded & created data post de-duplication and de-nisting, including the extracted native files, the extracted or OCR’d text files, the rendered PDF files, and zipped downloads. By way of example, a 1GB (gigabyte) PST uploaded may extract to 2GB of extracted and created data, but 50% of the Data may be duplicate. In this example, the total Data size consumed is 1GB, not 2GB, because of the duplicate Data detected. For Yearly account subscriptions specifically, any download created in Logikcull will not be counted towards your consumed Data usage or storage.

2.2 You may request features or functionality not already offered through the Service. If we determine that your requests are feasible, we may choose to provide those features or functionalities to you for an additional fee.

2.3 It is understood that in order to use the Service, a modern browser such as Internet Explorer 10+, Firefox 56+, Safari 11+ or Google Chrome 63+ is required. Additionally, a stable connection to the Internet is required. The Service may work in a limited manner on other web browsers (such as earlier versions of the previously mentioned browsers), but the Service was not designed for use on web browsers other than those recommended above.

2.4 Trial Period. This Agreement applies equally to any trial period that you may be using, which begins when you first log into the Service. During any such trial period certain usage restrictions may apply. If you upgrade to a paid subscription plan and you desire to keep the Hosted Data uploaded during the trial period, the trial period Hosted Data you retain will become billable at the then-current rates pursuant to Section 13 of this Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY NATIVE DATA YOU ENTER OR UPLOAD INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU DURING YOUR TRIAL, WILL BE PERMANENTLY DELETED AND UNAVAILABLE TO YOU UNLESS YOU UPGRADE TO A PAID SERVICE PRIOR TO THE CLOSE OF YOUR TRIAL PERIOD. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU WILL NOT BE ENTITLED TO RECEIVE ANY ADDITIONAL FREE TRIALS ONCE YOUR TRIAL PERIOD HAS EXPIRED.

3. Provision of The Service

3.1 Subject to your strict compliance with the terms of this Agreement you shall have, during the Term, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service, solely for use by your authorized Users in accordance with the terms of this Agreement. Such use is limited to your internal use. Except for the express licenses granted in this Section 3, no other licenses are granted by Logik hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved.

3.2 You may permit your employees, agents, contractors, or other authorized third parties (collectively, “Users”) to access the Service. Your Users’ use and access to the Service is conditioned upon their acceptance of Logik’s then current end user terms for access to the Service. You understand and agree that you are fully responsible for ensuring your Users' compliance with the terms of this Agreement and will be liable for all acts and omissions of your Users, including but not limited to any fees or expenses incurred through your Users’ use and access to the Service, regardless of whether you authorized the User to incur such fees.

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

3.4 Data Processing. To the extent the Services provided to You hereunder will include Processing (as defined in the attached Data Processing Addendum) of personal data subject to the laws of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including, without limitation, GDPR (as defined in the attached Data Processing Addendum), then the parties agree that the additional terms and conditions set forth in [Attachment 1] to this Agreement (“Data Processing Addendum”) shall be incorporated herein by this reference, and each party agrees to comply with the terms and conditions set forth in the Data Processing Addendum.

4. Acceptable Use Policy

4.1 Your Responsibilities. By registering for, accessing, and using the Service, you understand and agree that you are solely responsible for the following:

1. Your compliance and your Users’ compliance with this Agreement;
2. Taking appropriate security measures to prevent the unauthorized disclosure of your User’s passwords, login info, or other credentials used to access your account;
3. The accuracy, quality, integrity, legality, reliability, and appropriateness of Hosted Data and of the means by which you acquired the Hosted Data;
4. Complying with applicable state, federal and international laws, regulations, and ordinances with respect to your use and your User’s use of the Service;
5. All activity that occurs under your account; and
6. Procuring all necessary rights to use any third party software (e.g., web browser), services (e.g., internet access) or equipment that may be needed to use the Service.

4.2 Restrictions on Use. You will not and will ensure that your Users do not (and will not encourage or assist any third party to):

1. Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;
2. Sell, resell, assign, sublicense, distribute, publish, transfer, rent, lease or otherwise make available access to the Service without our prior express written consent;
3. Modify, copy, alter, tamper with, repair or otherwise create derivative works or improvements of the Service;
4. Remove, delete, obscure or alter any proprietary right notice on or in connection with the Service
5. Use the Service to store, input, upload or transmit Hosted Data (i) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, or (ii) that violates the intellectual property rights or privacy rights of a third party;
6. Use the Service to store, input, upload or transmit malicious code, viruses, Trojan horses, or worms that may damage our computer systems;
7. Use the Service to send unsolicited or unauthorized junk mail or spam;
8. Damage, destroy, disable, impair, interfere with or disrupt the integrity or performance of the Service, Site or third-party data contained therein;
9. Interfere with other users’ use of the Service;
10. Use the Service to illegally attempt to access, acquire or otherwise obtain data to which you are not legally entitled;
11. Attempt to gain unauthorized access to or bypass or breach any security device or protection used by the Service or related systems or networks;
12. Access or use the Service in a way intended to avoid incurring fees or to exceed usage limits or quotas;
13. Reverse engineer the user interface design, workflow, or features of the Service, or any software contained therein, or attempt to discover or recreate the source code to any of the foregoing;
14. Access the Service or take screenshots or video of the Site for the purpose of building a competitive product or service or copying its features or user interface or in order to share the information with one of our competitors or a company seeking to build a similar service;
15. Impersonate or misrepresent any individual or company; or
16. Use the Service to infringe the copyrights or other intellectual property rights of third parties.

4.3 Notification of Unauthorized Use. You will immediately notify us of any actual or threatened unauthorized use of or access to your account, your Hosted Data or the Service that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use or threatened activity and to mitigate its effects. Additionally, you will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request.

Notification of such unauthorized use or other security concerns should be reported to Logikcull at security@logikcull.com.

5. Suspension

Without limiting our termination rights herein, we reserve the right, at any time, with or without notice in our sole and absolute discretion, to temporarily suspend or otherwise deny your (or any of your Users’) access to or use of the Service, without incurring obligation or liability, for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of our third party providers; (c) unusual spikes in activity or usage of the Service; (d) unplanned technical problems or outages; (e) the actual or suspected violation of this Agreement by you or any of your Users; (f) any failure by you 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 us to do so; or (h) the expiration or termination of this Agreement. We will use reasonable efforts to notify you of any scheduled maintenance. We will not be liable for any suspension or disablement of the Service that occurs pursuant to this Section 5.

6. Hosted Data

6.1 Your Responsibility. You have and will retain sole responsibility for: (a) all Hosted Data, including its content and use; (b) all information, instructions and materials provided by you or on your behalf or any User in connection with the Services; (c) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services; (d) the security and use of your and your Users' account access credentials; and (e) all access to and use of the Services directly or indirectly by or through the your systems or your or your Users' account access credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

6.2 Your Access and Security. You 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 Services; and (b) control the content and use of Hosted Data, including the uploading or other provision of Hosted Data for processing by the Services.

6.3 Data Privacy and Security. Our Privacy Policy, which may be found at: https://www.logikcull.com, is hereby incorporated into this Agreement by reference. The Privacy Policy explains how we use and collect your information. Your use of the Service signifies your acknowledgment of and agreement with the Privacy Policy. We shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Hosted Data, including encryption of Hosted Data at rest and in transmission (using TLS or similar technologies). Except with regard to Section 8.4 below, we shall not disclose Hosted Data to any third party for any purpose other than to provide the Service, support, or related services to you.

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

7. Ownership

7.1 As between You and Logik, You are and will remain the sole and exclusive owner of all right, title and interest in and to all Hosted Data. However, in order to provide the Service to you, we may have to access and use Hosted Data. We may also use Hosted Data for the purpose of generally improving the Service as well as for developing and distributing general benchmarks or statistics pertaining to the Service, provided Hosted Data is used in the aggregate and is in anonymized form. You hereby irrevocably grant all such rights and permissions in or relating to Hosted Data as are necessary or useful for Logik and its authorized third parties and its personnel to enforce this Agreement and exercise their rights and perform their obligations hereunder.7.2 We own and will retain all right, title, and interest in and to the Service, the Site, our Confidential Information, and the Feedback including all intellectual property rights contained therein. Except for the express licenses granted in Section 3.1, no other licenses are granted by us hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved by us. If you or your Users provide any ideas, suggestions or recommendations to us regarding the Service (“Feedback”), we shall be free to retain, use and incorporate such Feedback in our products and/or services, without payment of royalties or other consideration to you. You hereby unconditionally and irrevocably grant to us an assignment of all right, title and interest in and to the Feedback, including all intellectual property rights contained therein.

7.3 You 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 us.

7.4 Trademarks. The Service and Site contains valuable trademarks owned and used by us to distinguish our services from those of others. The Service and Site may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing in the Service or Site. You agree not to use or display trademarks without our prior written consent or the consent of the owner of such mark.

8. Confidentiality

8.1 “Confidential Information” shall include confidential or proprietary technical, business or financial information and materials disclosed by you or us 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 your Confidential Information. Notwithstanding the foregoing, the Service, and any associated pricing, documentation, product roadmaps, business and marketing plans, and any information related to the foregoing constitutes the Confidential Information of Logik, regardless of a lack of confidentiality marking or reasonableness determination.

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

8.3 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 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.

8.4 Compelled Disclosures. Notwithstanding the foregoing, we reserve 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, we will use reasonable efforts to provide you with prior notice (to the extent legally permitted) in order to afford you an opportunity to seek a protective order or otherwise challenge the Compelled Disclosure. You are responsible for any expenses incurred in seeking to prevent a Compelled Disclosure. After providing you with prior notice, we will not be liable if we comply with the disclosure after giving you a reasonable amount of time to respond.

9. Disclaimer

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM 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. WE DO 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 WE EXPRESSLY DISCLAIM ALL WARRANTIES RELATED TO THE THIRD PARTY SOFTWARE, MATERIALS OR WEB BROWSERS THAT YOU MAY NEED TO USE IN CONJUNCTION WITH THE SERVICE OR SITE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SOFTWARE, MATERIALS OR WEB BROWSERS ARE STRICTLY BETWEEN YOU AND THE APPLICABLE THIRD PARTY PROVIDER. MOREOVER, GIVEN THE NUMBER OF VARIABLES INVOLVED WE DO NOT WARRANT A GUARANTEED SPEED FOR DATA PROCESSING OR LENGTH OF SERVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO (A) THE LOSS, ALTERATION, OR DESTRUCTION OF CUSTOMER HOSTED DATA IN CONNECTION WITH THE SERVICES; (B) ANY CLAIMS OR LOSSES OF ANY KIND RELATED TO THE MISUSE OF THE SERVICE OR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE ACTIVITIES OF THIRD PARTIES OR DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY AND SECURITY OF YOUR ACCOUNT; OR (C) ANY CLAIMS OR LOSSES DUE TO IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, INCLUDING BUT NOT LIMITED TO PLANNED OR UNPLANNED DOWNTIME OR ANY UNAVAILABILITY DUE TO A FORCE MAJEURE EVENT.

10. Limitation of Liability

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

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

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

11. Indemnification

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

12. Term and Termination

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

12.2 Termination

12.2.1 We may terminate your access and use of the Service and this Agreement, effective upon notice to you, at any time and for any reason, including but not limited to: (a) if you fail to pay an invoice within 30 days of receipt; (b) if we reasonably believe that you have violated this Agreement or applicable laws; or (c) if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.

12.2.2 You can terminate at any time by contacting us at support@logikcull.com, provided that if you are under a subscription plan, you understand and agree that your Service will not terminate until the end of your current subscription term. Cancellations will be processed within forty-eight (48) hours from our receipt of the request.

12.2.3 Termination will occur immediately upon expiration of the trial period if you do not upgrade to a paid plan in accordance with Section 2.4.

12.3 Export and Destruction of Hosted Data. During your subscription Term or trial Term, You will have the ability to export or retrieve Hosted Data from the Service at any time. Following Termination we will have no obligation to maintain or provide Hosted Data and shall thereafter, unless legally prohibited, may delete Hosted Data in our systems or otherwise in our possession or under our control.

12.4 Survival. Sections 4, 5, 7, 8 through 13 and 15 through 18 shall survive the termination or expiration of this Agreement.

13. Payment of Fees

13.1 Pricing. The fees applicable for the Service ("Fees") may be provided to you in the form of a quote (which Logik may change from time to time, at its sole discretion), or may be provided to you in the form of a separate pricing agreement. You agree to pay all Fees incurred in connection with your account. Fees will be invoiced on a monthly or annual basis, as applicable. You may cancel your subscription at any time, subject to the provisions of Section 13.3 below. You may upgrade your annual subscription at any time to accommodate additional requirements. If you choose to upgrade, your existing subscription Agreement will be terminated and replaced by a new prorated Agreement reflecting your additional requirements.

13.2 Payment Terms. You will have the option of paying by credit card, electronic debit, or being invoiced. All payments are due within seven (7) days of the billing date. If payment is not received in thirty (30) days of the billing date we reserve the right to suspend your account until we receive and process all payments. If payment is not received at the end of sixty (60) days from the billing date, we reserve the right to terminate your account and delete all of your Hosted Data. Alternatively, at our sole discretion, in the event that payment is late, we reserve 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. We reserve the right to modify the Fees at any time upon notice to you via the email address on file with your account.

13.3 No Refunds. All Fees associated with the Service are non-refundable. You understand and acknowledge that you will not be issued any credits, refunds or prorated discounts for unused amounts — even if prepaid via a subscription plan.

14. Availability of Service, Maintenance

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

Dates: The second weekend in February, May, August, and November

Start time: Saturday 12:00 AM EST

Stop time: Monday 12:00 AM EST

15. Force Majeure

You acknowledge and agree that we will not be liable to you for our delay or failure to perform hereunder due to circumstances beyond our 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 our possession or reasonable control, and denial of service attacks (“Force Majeure Event”).

16. Dispute Resolution

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

17. 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.

18. General

18.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Logik and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between you and Logik relating to the subject matter of this Agreement and all past dealing or industry custom.

Notwithstanding the foregoing, in the event that you have executed a separate Master Services Agreement or License Agreement with Logikcull apart from this Agreement, then your Master Services Agreement or License Agreement with Logikcull shall govern over the terms of your use of the Service.

18.2 Notices; Electronic Communications. By registering for the Service and accepting this Agreement, you consent to receiving and we reserve the right to send you communications or information regarding the Service, including but not limited to (i) notices about your use of the Service, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding our products and services, via electronic mail. In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages.

18.3 Assignment. You 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 your and Logik’s successors and assigns.

18.4 Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

18.5 Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

18.6 Independent Contractors. This Agreement does not create a joint venture, partnership, or agency between you and Logik, and you acknowledge that no other facts or relations exist that would create any such relationship. You and Logik are independent contractors while performing hereunder. You understand and acknowledge that Logik may provide the Service and other related products and services to other persons or entities, including but not limited to law firms or companies that may be adverse to you in a legal proceeding. This Agreement is solely for the benefit of you and Logik. It is not for the benefit of any other person, except for permitted successors.

18.7 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. For users who are given indirect access to Microsoft software, any such access is given under a Service Provider License Agreement (“SPLA”) subject to the specific terms and conditions included herein as Appendix A.

19.9 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.

Any notices to be provided to Logik or questions with respect to the terms of this Agreement shall be sent to legal@logikcull.com.

PREVIOUS VERSIONS

• July 7th 2017 to May 24th 2018

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