Logik Systems, Inc. (“Logik,” “we,” “our,” “us”) provides its Service (as defined below) to you (“you” or “your”) through its web site located at http://logikcull.com and https://app.logikcull.com (the “Site”), subject to these Terms of Service (“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. You must accept the terms of this Agreement before you may access or use the Service. 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.
1.2 By accepting this Agreement, or by accessing or using the Service or Site, you represent and warrant the following:
1.3 If you do not agree with this Agreement, or you cannot abide by the representations set forth in Section 1.2 above and elsewhere in this Agreement, then you must not accept this Agreement and must not use the Service.
1.4 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. Notwithstanding the foregoing, your continued access or use of the Service will constitute your acceptance of the revised Agreement.
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 by you or others whom you have authorized to use the Service shall be referred to as “Your Data.” For purposes of this Service, your “Data” means all uploaded & created data post de-duplication and de-nisting. This includes 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 3+, Safari 3+ or Google Chrome 9+ 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 Data uploaded during the trial period, the trial period Data you retain will become billable at the then-current rates (i.e., the “Fees,” as defined in Section 14). YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY 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 LOST 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. Additional trial period terms appear in the Term and Termination and Payment of Fees sections below.
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. If you are acting on behalf of a company, we also grant you the right to allow other users within your company to access and use the Service with the understanding that the other users are also subject to the terms of this Agreement. 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 the “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 in our sole discretion.
4.1 Your Responsibilities. By registering for, accessing, and using the Service, you understand and agree that you are solely responsible for the following:
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):
4.3 Notification of Unauthorized Use. You will immediately notify us of any unauthorized use of your account, Your 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. Additionally, you will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request.
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 your (or any of your Users’) access to the Service 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; or (f) any failure by you to pay an invoice when due. 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.
6.2 Data Processing. Subject to the terms of this Agreement, we shall use commercially reasonable efforts to process Your 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) Your Data cannot be extracted and processed; (b) a certain amount of Your 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 Customer 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 Your Data. We shall bear no liability with respect to any of Your Data that is lost or damaged as a result of the data processing.
7.1 We acknowledge that Your Data is owned by you or the party that has entrusted you with it; we have no interest in owning Your Data. However, in order to provide the Service to you, we may have to access and use Your Data. We may also use Your 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 Your Data is used in the aggregate and is in anonymized form. Except with regard to Section 9.4 below, we will only access and use Your Data to the extent it is necessary to provide the Service to you.
7.2 We own and 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 resesrved 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.
7.3 You may not modify, publish, transmit, reproduce, create derivative works from, distribute, display, incorporate into another web site, or in any other way exploit 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.
We respect the intellectual property rights of others and will respond to notices of alleged copyright infringement or other general notices if they comply with the law and are properly provided to us. Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), our designated agent for notice of alleged copyright infringement in connection with the Service or the Site is:
Logik Systems, Inc.
201 Post Street, PH Floor
San Francisco, CA 94108
legal [AT] logikcull [DOT] com
To file a notice of infringement with Logik Systems, the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website.
9.1 We will treat Your Data as “Confidential Information.” In addition to Your Data, “Confidential Information” shall also 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. 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.
9.2 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.
9.3 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.
9.4 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.
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, AND ADEQUACY OF INFORMATION. WE DO NOT WARRANT THAT THE SERVICE AND SITE WILL BE ERROR FREE, OR THAT DEFECTS CAN BE CORRECTED. ADDITIONALLY, WE EXPRESSLY DISCLAIM ALL WARRANTIES RELATED TO THE THIRD PARTY SOFTWARE OR WEB BROWSERS THAT YOU MAY NEED TO USE IN CONJUNCTION WITH THE SERVICE. MOREOVER, GIVEN THE NUMBER OF VARIABLES INVOLVED (E.G., UPLOADS WITH IMAGES THAT REQUIRE OCR WILL TAKE LONGER TO PROCESS) 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 DATA IN CONNECTION WITH DATA PROCESSING; (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 OUTSIDE OF OUR CONTROL OR DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY AND SECURITY OF YOUR ACCOUNT; OR (C) ANY CLAIMS OR LOSSES DUE TO PLANNED OR UNPLANNED DOWNTIME OR ANY UNAVAILABILITY DUE TO A FORCE MAJEURE EVENT.
11.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOGIK, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY THE “LOGIK PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, GOODWILL, CONTENT OR DATA) INCURRED BY YOU OR ANY PARTY CLAIMING THROUGH YOU 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.
11.2 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOGIK AND THE LOGIK PARTIES MAXIMUM 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.
11.3 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.
You will defend, indemnify and hold us, our affiliates and licensors, and our 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) Your Data that you or your Users make available through the Service; (b) your or your Users’ use of the Service; (c) any violation by you or your Users of this Agreement; (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.
13.1 Term. This Agreement will remain in effect until terminated by either you or Logik as set out below (“Term”).
13.2.1 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 determine that you have violated this Agreement; or (c) if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.
13.2.2 You can terminate at any time by contacting us at support [AT] logikcull [DOT] 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.
13.2.3 Termination will occur upon expiration of the trial period if you do not upgrade to a paid plan. You understand and agree that any of Your Data deleted after the expiration of the free trial may not be recovered.
13.3 Export and Destruction of Your Data. You will have the ability to export or retrieve Your Data from the Service at any time during the Term. Following Termination we will have no obligation to maintain or provide Your Data and shall thereafter, unless legally prohibited, delete all Your Data in our systems or otherwise in our possession or under our control.
13.4 Survival. Sections 4, 5, 7, 9 through 14, 16, and 17 shall survive the termination or expiration of this Agreement.
14.1 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 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 14.3 below. You may upgrade your annual subscription at any time to accommodate additional requirements. If you choose to do so your existing subscription Agreement will be terminated and replaced by a new prorated Agreement reflecting your additional requirements.
14.2 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 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 update the Fees at any time upon thirty (30) days written notice to you via the email address on file with your account.
14.3 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.
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. 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 every effort to limit quarterly Planned Maintenance windows to the timeframes outlined below. You will be notified two weeks 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
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, 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”).
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 Logikcull 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 Logikcull’s collection of unpaid amounts or to any action by you or Logikcull to seek injunctive or other equitable relief.
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.
19.1 Entire Agreement. This Agreement constitutes the entire agreement of 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.
19.2 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.
19.3 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.
19.4 Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
19.5 Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
19.6 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.
19.7 Third-Party Software. Any use of or access to Third-Party Software shall be subject to the license terms and conditions of such 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.
19.8 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.
If you have any questions regarding the terms of this Agreement please contact legal [AT] logikcull [DOT] com.