Effective date: June 24, 2024

Preamble

At LogTag®, we strive for transparency and clarity when we conduct business with you, our customers.

We have developed these Terms of Use ("Terms") for accessing our application programming interface ("API") so you understand your and our obligations when you use this API, and the choices you have associated with that API.

These Terms form a legally binding contract between you, or the person you represent, and us. They govern your access to and use of the API provided by LogTag North America ("LogTag"). By accessing or using our API, you agree to be bound by these terms.

To use our API, you must:

  • be of legal age;
  • set up an account with your valid email address and provide any other mandatory information we deem necessary in LogTag Online;
  • agree that you will use the API only with your own account access details;
  • confirm that you understand it is your responsibility to keep account access details confidential and your password secure;
  • either (i) agree to these Terms or (ii) if you are accessing and using the API on behalf of another person, confirm that you have the full power, capacity and authority to act on behalf of such person and in fact, agree to these Terms on such person’s behalf and acknowledge and confirm that, by agreeing to these Terms on such person’s behalf, such person is bound by these Terms; and
  • agree to adhere to the most recent version of our Privacy Policy and to our LogTag Online Terms of Use, which are included by way of reference into these Terms.

Requesting API access and confirming you read and agree to this policy constitutes your agreement to use our API in accordance with these Terms.

If you do not agree to use our API in accordance with these Terms, you are not authorized to access and use the API; you must immediately stop any use of the API and inform us that you no longer wish to continue to use the API.

Definitions

For the purposes of this Agreement, certain terms are defined as they are in the LogTag Online Terms of Use Policy Document. Please refer to that document for detailed definitions of key terms used herein.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

Our Offer of Service

Provision

We will provide the API to you:

  • in accordance with these Terms and with applicable Law;
  • exercising reasonable care, skill and diligence; and
  • using suitably skilled, experienced and qualified Personnel.

Eligibility

Access to the API is limited to approved users only. To become an approved user, you must apply and be approved as a user via our designated webpage at https://logtagrecorders.com/logtag-online-api/. Approval is at the discretion of the LogTag management team.

Exclusivity

Our provision of the API to you is non-exclusive. Nothing in these Terms prevents us from providing the API to any other person.

Availability

We strive for, and will use commercially reasonable efforts to ensure the API is available to you on a 24/7 basis. However, it is possible that on occasion the API may be unavailable, for instance, to permit maintenance or another development activity to take place, or in the event of a Force Majeure event. We will use commercially reasonable efforts to publish on the Website advance details of any planned unavailability. We will use commercially reasonable efforts to schedule such planned activities at a time that provides the least inconvenience to our global audience.

You acknowledge that the use of the API is subject to limitations on the number of calls that can be made within a certain period; such details will be published in the documentation presented to you when you sign up as an API user. LogTag North America Inc reserves the right to amend these limits, or to charge a fee for the use of the API.

Third-party services

Using web services and APIs, the API inter-operates with and relies upon a range of third-party service features. Notwithstanding anything to the contrary in these Terms, we do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation, except as agreed between you and us in writing.

Your Obligations

Intent

You and your personnel must use the API in accordance with these Terms solely for:

  • your own internal business purposes for recording, tracking, reporting and analyzing temperature and humidity data from our equipment;
  • lawful purposes, including complying with New Zealand's Unsolicited Electronic Messages Act 2007, the United States CAN SPAM Act and any other equivalent Law; and
  • legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or Reseller.

You and your Personnel must not resell or make available the API to any third party, or otherwise commercially exploit the API, except where explicitly permitted by us in writing to do so.

You are responsible for procuring all licenses, authorizations and consents required for you and your Personnel to use the API, including the use, storage and input of Data into, and the processing and distribution of Data through, the API.

Access

When accessing the API, you and your Personnel must:

  • not impersonate another person or misrepresent authorization to act on behalf of others or us;
  • correctly identify the sender of all electronic transmissions;
  • not use the API to send unsolicited messages, including, but not limited to, messages to third-party services;
  • not attempt to undermine the security or integrity of the Underlying Systems;
  • not attempt to view, access or copy any material or Data other than:
    • that which you are authorized to access; and
    • to the extent necessary for you to use the API in accordance with these Terms;
  • not use, or misuse, the API in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the API;
  • neither use the API, nor transmit, input or store any Data, in a manner that breaches any third-party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading; and
  • access the API only as an approved user, with the User Role of "Owner".

Flowdown

A breach of any of these Terms by your Personnel is deemed to be a breach of these Terms by you.

Fees

Although access to the API itself is provided free of charge, the data storage accessed by the API is not. The API only allows access to data linked to paid-for content. LogTag reserve the right to charge for access to the API in the future.

  • To access data related to a location, such location must be associated with a valid, active and fully paid subscription for LogTag Online. Removing a location from an active subscription will immediately remove API access to its data.

  • To access data for non-cellular loggers in shipments, the shipment must be fully paid for by shipment credits.

  • To access data from cellular loggers, you must pay the access fee per trip as detailed in the price list.

Data

Access

You acknowledge:

  • that we may require access to the Data to exercise our rights and perform our obligations under these Terms;
  • that we may authorize a member or members of our Personnel to access the Data for this purpose;
  • that we may upon request send Data to a government agency or research institute for analytical purposes; and
  • that you must, upon a request from us, promptly arrange all consents and approvals that are necessary for us to access the Data in such way.

Storage

We will take standard industry measures to back up all Data stored using the API. You agree to keep a separate back-up copy of all Data uploaded by you onto the API.

Indemnity

You indemnify us and our Personnel, including our shareholders, directors, officers, employees, agents, successors and assigns, against all and any liability, claim, demand, suit, proceeding, cost, expense, fee (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party asserting any use by us of Data infringes the rights of such third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect, or misleading.

Intellectual Property

We have the utmost respect for the intellectual property of others, and we ask you for the same.

The API in its entirety, including the LogTag Online Website Content, software, documentation, and content provided through the API, is owned by us or our licensors and is protected by New Zealand, United States and all other applicable Laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You agree that you shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without our express prior written consent or except as expressly provided in these Terms. You may not reverse engineer, decompile, or otherwise attempt to extract the source code of the API, except to the extent expressly permitted by applicable law.

We give you the right to reproduce, copy and publish material we offer to you for the sole purpose of generating your own training material or in-house procedures, solely for publication for your personnel. You must not publish such material in a way that makes it publicly accessible.

Title to, and all Intellectual Property Rights in, the API, the Website, and all Underlying Systems is and remains our property (and/or our licensors’ property, as applicable). You will not, and you shall not contest or dispute the ownership, or the validity of our Intellectual Property Rights.

Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, sublicensable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property that is owned by you and used by us in the provision of the API.

You may at any time provide us with ideas, comments or suggestions relating to the API or Underlying Systems (together "feedback"). If you provide such feedback to us:

  • all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), will be owned solely by us; and
  • we may use or disclose the feedback for any purpose.

Confidentiality

Each party shall, unless it has the prior written consent of the other party:

  • keep confidential at all times the Confidential Information of the other party, including but not limited to documentation specifically referring to the syntax of the API calls;
  • effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
  • not disclose the other party’s Confidential Information to its Personnel or professional advisers, except on a need to know basis and, in that case, ensure that any Personnel or professional adviser to whom it discloses the other party’s Confidential Information is aware of, and complies with the Terms, including the confidentiality obligations hereunder. You shall be responsible and liable for any unauthorized use, disclosure, publication or dissemination of Confidential Information by your Personnel or professional advisors.

The obligation of confidentiality does not apply to any disclosure or use of Confidential Information:

  • for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
  • as required by Law (including under the rules of any stock exchange);
  • which is publicly available at the time it was disclosed through no fault of the recipient of the Confidential Information or its Personnel;
  • which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
  • by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than the obligations set forth hereunder

Warranties

Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

To the maximum extent permitted by Law:

  • our warranties are limited to those set out in these Terms, and all other representations and warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017, any warranty under Article 2 of the Uniform Commercial Code and any other warranty of merchantability or fitness for a particular purpose) are expressly excluded or, to the extent that they cannot be excluded, liability for them is limited to NZ $500.00; and
  • we make no representation concerning the quality of the API and do not promise that the API will:
    • meet your requirements or be suitable for a particular purpose, including that the use of the API will fulfill or meet any statutory role or responsibility you may have; or
    • be secure, free of viruses or other harmful code, uninterrupted or error free

You agree and represent that you are acquiring the API, and accepting these Terms, for the purpose of trade. The parties agree that:

  • to the maximum extent permissible by Law, the New Zealand Consumer Guarantees Act 1993 and any other applicable consumer protection Law does not apply to the supply of the API or these Terms; and
  • it is fair and reasonable that the parties are bound by this clause.

Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

  • supplying the API again; and/or
  • paying the costs of having the API supplied again.

Liability

Our maximum aggregate liability under or in connection with these Terms or relating to the API, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed the amount equal to the fees paid by you relating to the API in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability. The cap in this clause includes the cap set out in clause "Warranties".

Neither party is liable to the other under or in connection with these Terms or the API for any:

  • loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
  • consequential, indirect, incidental or special damage or loss of any kind.

This clause does not apply to limit your liability

  • to pay the Fees;
  • under the indemnity clause; or
  • for those matters stated in the following clause.

This clause does not apply to limit either party's liability under or in connection with these Terms for:

  • fraud or willful misconduct; or
  • a breach of its confidentiality obligations.

Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel.

Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of any acts or omissions by the other party under or in connection with these Terms or the API.

Term, Termination and Suspension

Unless terminated under this clause, these Terms and your right to access and use the API

  • starts on the Start Date;
  • continues until a party gives at least 30 days’ prior notice that these Terms and your access to and use of the API will terminate on the expiry of that notice; or
  • continues until the user no longer pays for the locations accessed by the API.

Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the API if the other party

  • breaches any material provision of these Terms and the breach is not (a) remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach or (b) capable of being remedied; or
  • becomes insolvent, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

Prior to the termination of these Terms, you must pay all outstanding Fees associated with your use of the API.

No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms (subject to the next clause), a party must promptly return to the other party or destroy all Confidential Information of the other party that is in such party’s possession or control.

At any time prior to one month after the date of termination, you may request:

  • a copy of any Data stored using the API, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
  • deletion of the Data stored using the API, in which case we must use reasonable efforts to promptly delete that Data.

We are not required to provide you with a copy of the Data if you have previously requested deletion of that Data.

Breach of terms

We reserve the right to terminate accounts of users committing infringements of these Terms.

Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the API and/or delete, edit or remove the relevant Data if we consider that you or any of your Personnel have:

  • undermined, or attempted to undermine, the security or integrity of the API or any Underlying Systems;
  • used, or attempted to use, the API:
    • for improper purposes; or
    • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the API;
  • transmitted, inputted or stored any Data that breaches or may breach these Terms or any third-party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
  • otherwise materially breached these Terms.

General

Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

No person other than you and us has any right to a benefit under, or to enforce, these Terms.

For us to waive a right under these Terms, that waiver must be in writing and signed by us.

We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms, unless specifically stipulated elsewhere in these Terms.

If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].

These Terms (including the Privacy Policy incorporated by reference hereto), and any dispute relating to these Terms or the API, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the API.

Clauses which, by their nature, are intended to survive termination of these Terms shall continue in full force and effect after the termination of these Terms. The provisions of the following sections shall survive the cancellation, termination or expiration of these Terms: “Term, Termination and Suspension,” “Intellectual Property,” “Confidentiality,” “Indemnification,” “Warranties,” “Liability,” and “General”.

If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, non-enforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will continue in full force and effect and shall be binding on you.

Subject to the next clause (Changes to these Terms) any variation to these Terms must be in writing and signed by both parties.

These Terms set out everything agreed by the parties relating to the API, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the API that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause.

You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for the obligations under these Terms despite any approved assignment, subcontracting or transfer of the API to any third party.

Changes to these Terms

We may update these Terms from time to time. We will notify you of any changes by posting a prominent notice on the API's website. Unless we say otherwise, the changes become effective from the date published at the top of this Terms document. We will also make a list of changes available, so you can easily assess the impact these changes have on you.

You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the API after the new "effective date" you agree to be bound by the changed Terms.

Contact Us

We are committed to conducting our business in accordance with these Terms in order to provide a first-class Service to you.

If you have any questions about this document, please contact us:

  • by email: [email protected];
  • by phone: +64 (0)9 448 2311; or
  • by mail: LogTag North America Inc, 10 Millpond Drive, Unit 10, Lafayette, New Jersey NJ 07848, United States of America.

 

 

Document last updated: June 24, 2024