LogTag® Online Terms of Use

Effective date: October 9, 2023

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”) so you understand your and our obligations when you use our online Service, and the choices you have associated with that Service.

These Terms form a legally binding contract between you, or the person you represent, and us. They apply when you use our Service as defined below.

To use our Service, you must:

  • be of legal age;
  • set up an account with your valid email address and provide any other mandatory information we deem necessary;
  • agree that you will only use the service 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 Service 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, which is included by way of reference into these Terms.

Creating an account constitutes your agreement to use our Service in accordance with these Terms.

If you do not agree to use our Service in accordance with these Terms, you are not authorized to access and use the Service, and you must immediately stop any use of the Service.

Definitions

In these Terms:

Account means an identity created for the Service, that makes specific functionality available to you in the Service. Accounts can be associated with a Permission Level.

Activation Code means a code that enables access to a specific function or functions of the For-Pay Functionality of the Service for a pre-determined period or quantity, including, but not limited to, Subscriptions, Notification Units and Shipment Units.

  • An active Activation Code allows access to the function(s).
  • An expired Activation Code does not allow access to the function(s).

An Add-On Service is a service that is not essential to the core functionality of the Service, typically offered by a third-party at no additional cost to the end user, e.g. email-to-SMS gateways offered by the mobile carriers.

App means the part of the Service offered on the iOS and Android mobile platforms for use on smart devices such as phones and tablets.

Arrival means a geo-location capable data logger reports co-ordinates inside the destination area.

Bonus Units are Shipment or Notification Units allocated to your team as a result of purchasing a subscription for a different For-Pay functionality.

Boundary means the perimeter line of an origina or destination area.

Chargeback is a return of money to a payer of a credit card transaction. The chargeback reverses a money transfer from the consumer’s bank account, line of credit, or credit card.

Confidential Information means any information, whether in written, oral, graphic, electronic or any other form, that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the LogTag® Online Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, or transmitted to, the Service.

Data Logger (Logger) means a device that records temperature and/or humidity data and has the ability to transmit such data to the Service by means of wireless communication or other upload mechanisms.

Destination Area is the geographical area around a shipment’s destination address (in the shape of a circle, with a defined radius, around a center point).

Device Data means all data stored in a logger as part of the configuration process, collected by the logger as part of its function or generated by the logger for purposes of data transfer.

Equipment means our proprietary hardware items sold by us or our Resellers, used with the System.

Expiry Date means the date on which an Activation Code expires and its associated function ceases.

Fees means the applicable fees, as agreed to in writing between you and us or our Resellers.

Force Majeure means an event that is beyond the reasonable control of a party, including, without limitation, acts of God, war, riots, terrorism, embargos, acts of military authority, earthquake, fire or flood or other similar event, but excluding:

  • an event that could have been avoided by a party taking reasonable precautions or reasonable actions to prevent or remediate such an event; or
  • a lack of funds for any reason.

For-Free Functionality are those parts of the Service that can be accessed and used without payment of any fees.

For-Pay Functionality are those parts of the Service that can only be accessed and used with an Activation Code.

Geo-Location refers to coordinates on a map, denoted by latitude and longitude details, obtained via communication to cellular towers or GPS.

Governmental Authority means any nation, any state, any province or any municipal or other political subdivision thereof, and any agency, commission, department, board, bureau, official, minister, tribunal or court, whether national, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or any municipal or other political subdivision thereof.

Including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Law means any law, statute, ordinance, regulation, rule, code, treaty, judgment, order, decree, concession, grant, franchise, license, agreement or other governmental restriction or any interpretation or administration of any of the foregoing by any Governmental Authority or other requirement having the force of law of any Governmental Authority.

A Location is a collection of data, ancillary information and actions associated with a single physical place where temperature or humidity data are measured and monitored.

Location Area is a grouping of locations for the purpose of access control. These include origin and destination areas.

Logger Transit Data Portal means the part of LogTag Online that can be accessed to view logger data without providing account details.

LogTag® Online Cloud Application means the software owned by us (and our licensors) that is used to provide the Service.

Mapping is the term used for placing a marker at the Geo-Location of a logger and showing it on a map together with the surrounding area.

A Notification Unit is a token used to pay for sending text messages from within the Service. Notification Units can be obtained either directly from us via a Payment Gateway or from a Reseller.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Origin Area is the geographical area around a shipment’s origin address (in the shape of a circle, with a defined radius, around a center point).

A Party includes that party’s permitted assigns.

A Payment Gateway is a merchant service that authorizes credit card or direct payments processing for e-businesses and online retailers. The Payment Gateway may be provided by a bank to its customers but can be provided by a specialized financial service provider as a separate service, such as a Payment Service Provider. It facilitates a payment transaction by the transfer of information between a payment portal (such as a website) and the front-end processor or acquiring bank.

A Payment Service Provider (PSP) offers businesses online services for accepting electronic payments in a single Payment Gateway, typically via an SaaS business model.

A Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

The Permission Level defines, which actions you are allowed to perform in the system.

Personal Information means information about an identifiable, living person.

Personnel includes officers, employees, contractors and agents of a person. For the avoidance of doubt, any reference to ‘your Personnel’ does not include the Personnel of LogTag North America Inc or its development entity LogTag International Ltd.

Recurring Billing is an agreement between you and us to charge your chosen method of payment automatically when a subscription expires or Notification/Shipment Units fall below pre-determined thresholds, to allow the Service to continue uninterrupted, without requiring additional authorization from you.

Refund is an amount of money that is given back to you, which you previously used to purchase a service.

A Reseller is a person authorized and appointed to sell the service on our behalf, and to provide technical assistance, including distributors and agents.

Sales Tax means any tax, levy or duty payable to a jurisdiction as a result of the sale or consumption of the Service.

Service means the service having the core functionality described on the Website and in the App.

A Shipment means the collation of information of one or more loggers accompanying the physical shipment of goods.

A Shipment Unit is a token used to pay for Shipments within the Service. Shipment Units can be obtained either directly from us via a Payment Gateway or from a Reseller.

Start Date means the date that you set up an account.

Software as a Service (SaaS) is a software licensing and delivery model in which software is licensed to you for a specific period and is centrally hosted.

A Subscription for the service is an arrangement between you and us to receive For-Pay-Functionality for a set time by paying the required fees in advance.

A Team is a group of user accounts with access to the same data inside the Service, restricted by Permission Levels.

A Team Member is a user with an account that is part of a team.

Terms means these Terms of Use titled LogTag® Online Terms of Use.

Underlying Systems means the LogTag® Online Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third-party solutions, systems and networks.

We, us or our means LogTag North America Inc and its development entity LogTag International Ltd.

Website means the internet site at https://logtagonline.com, or such other site notified to you by us.

You or your means you or both you and the person on whose behalf you are acting.

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 Service 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.

Exclusivity

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

Availability

We strive for, and will use commercially reasonable efforts to ensure the Service is available to you on a 24/7 basis. However, it is possible that on occasion the Service 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.

Third-Party Services

Using web services and APIs, the Service 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.

Messaging

Text messages (SMS), WhatsApp messages, PagerDuty messages, App push notifications and email messages are provided by third-party communication platforms. These services are facilitated by us on a “best effort” basis, and timely delivery of messages cannot be guaranteed. Messages are restricted to registered users of the Service, who have created an account.

Open Source

Our App uses several open-source licenses that are provided by third-parties. A copy of these licenses can be found in the “About” section on our Online support page at https://logtagonline.com/support.

Your Obligations

Intent

You and your personnel must use the Service 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 Service to any third party, or otherwise commercially exploit the Service, 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 Service, including the use, storage and input of Data into, and the processing and distribution of Data through, the Service.

Access

When accessing the Service, 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 Service 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 Service in accordance with these Terms;
  • not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service; and
  • neither use the Service, 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.

Flowdown

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

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 Service. You agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

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.

Logger Transit Data Portal

When you use our Logger Transit Data portal in combination with the free upload feature for loggers not registered to your account, you acknowledge and agree that such a logger’s data becomes publicly available in the open domain, and may be downloaded, stored and forwarded without requiring further agreement by you.

If you do not wish a logger’s data to be viewed publicly in the Logger Transit Data portal, you must register the logger to your LogTag Online account before the logger is first downloaded to a computer. When you register a logger to your LogTag Online account, the logger’s data is then only viewable when signed in to an account that is authorized to access this data.

Geo-Location Features

When using loggers that utilize geo-location features (mapping), you acknowledge and agree that such features have a margin of error that is determined by available cell-towers, their signal-strength and the placement of the logger with the cargo. Geo-location features cannot be used to accurately pinpoint the location for applicable loggers, and may not be available during part or all of any shipment of goods accompanied by a logger.

Using the geo-location feature in connection with a logger is designed to track the shipment of goods accompanied by a logger and, subject to the limitation set forth in the preceding paragraph, to make the position of the shipment available to users which have been granted access to your account.

Fees

A limited subset of the functions of the Service are offered to you for free (“For-free Functionality”), the remainder requires you to purchase one or more Activation Codes for the Service from one of our Resellers, or to purchase the Service via a Payment Provider (“For-pay Functionality”).

For-Free Functionality

If you are using the free Service, your right to access and use the free Service is not guaranteed for any period of time and we reserve the right, at our sole discretion, to limit or terminate your use of any free versions of the Services by you, your Personnel or by any individual or entity related to you.

We also reserve the right to reduce the number of For-Free Functions available to you.

For-Pay Functionality

For-pay Functionality is accessed by (a) entering an Activation Code into the Service, or (b) purchasing Subscriptions and Notification/Shipment Units directly from us, via a third-party provided Payment Gateway. An Activation Code purchased from one of our Resellers must be pre-paid.

Each Activation Code or Subscription is valid for a set period of time, for a specific functionality. You will be able to view the details about the expiry and the functionality for each already activated Activation Code and Subscription in the Service. Notification Units may only be used if they are part of a valid Subscription, but can be reactivated if a Subscription expires and a new Subscription is paid. Shipment Units can be used with an expired Subscription, as long as the Shipment Unit Balance is greater than zero, however, the remaining For-pay Functionality will cease.

To guarantee uninterrupted access to the Data, you must purchase and enter a new Activation Code for this function, or purchase a Subscription, before the expiry date.

If you have not entered a new Activation Code, or purchased a Subscription, before the expiry date shown for the Activation Code, access to the For-pay Functionality will cease. You may continue to use the restricted For-Free Functionality of the Service after this time, however, access to the For-Pay Functionality will be removed. You can restore For-Pay Functionality by purchasing further Activation Codes. You acknowledge that:

  • in the event the For-pay Functionality lapses at any time, we do not guarantee that any Data collected previously will be retained;
  • if you continue to use the restricted For-Free Functionality of the Service for one year after the last activation code has expired, and do not enter a new Activation Code, all remaining purchased notification units will expire without the option to re-activate;
  • you have no right to, and you will receive no refunds should you remove a specific functionality from the Service;
  • no refunds will be given for unused Notification/Shipment Units; and
  • no refunds will be given should you stop using the Service prior to the expiry date.

Free Features As Part Of The For-Pay Functionality

Some features only available in the For-pay Functionality are offered as free add-on services, including, but not limited to, bonus Notification/Shipment units (which may be given to a user when signing up for a new Subscription), free carrier email-to-SMS gateways and the LogTag Mobile App. The use of these add-on services is not guaranteed for any period of time and we reserve the right, at our sole discretion, to (i) limit or terminate your use of any free add-ons by you, your Personnel or by any individual or entity related to you, or (ii) to charge for such free add-on services.

Bonus Notification units tied to an Activation Code always expire when the corresponding Activation code expires, and cannot be reactivated.

Trials

If you are using the For-pay Functionality of the Service on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate at the end of the Trial Period agreed upon when you signed up; if no date is specified, the trial period ends, and the Services will end, 30 days after your initial access to the Service. You may continue to use the restricted For-Free Functionality of the Service after this time; however, access to the For-Pay Functionality and the Data generated during the Trial period will be removed. During the Trial Period, to the extent permitted by Law, we provide the Services “AS IS” and without any warranties, indemnities or representations whatsoever. We may modify or discontinue any trials or promotions at any time without notice.

Text Messages

To send text messages, including messages forwarded to WhatsApp recipients, you must purchase Notification Units. Each time a message is sent, a set number of Notification Units will be deducted from your available Notification Unit Balance, such number to be determined in accordance with our then-current policies and procedures. Once your balance reaches zero, you can no longer send text messages. The number of Notification Units used to send a text message varies by country. A list of how many Notification Units are deducted per message is available from us or any Reseller upon request.

Notification Units are purchased by way of a special Activation Code, or via the Payment Gateway.

In the US, you have the option to select, as part of the account setup, a free, carrier provided email-to-SMS gateway to deliver notifications as text messages. You acknowledge and agree that the free email-to-SMS gateway is only used where the carrier permits such use under their fair-use policy, and that you may still be charged Notification Units for all messages sent as text messages via the email-to-SMS gateway at the sole discretion of LogTag North America. Please refer to each carrier’s policy for the use of the email-to-SMS gateway functionality. You acknowledge and agree that using the free email-to-SMS gateway may result in messages being blocked or not being delivered in a timely manner due to restrictions placed on this functionality by the carriers in accordance with their policies and procedures. If you do not wish to utilize your carrier’s email-to-SMS gateway, select “Other” as your cellular provider in your account, which will disable the use of the email-to-SMS gateway for text messages from LogTag® Online.

The text messaging system, including the messaging system provided by WhatsApp, is not available in the For-free Functionality of the Service.

Shipments

To create shipments, you must purchase Shipment Units. Each time you make a shipment, one or more Shipment Units will be deducted from your available balance as set forth herein. Once your balance reaches zero, you can no longer send shipments. For each Logger downloaded from a shipment, one Shipment Unit will be deducted.

Shipment Units are purchased by way of a special Activation Code, or via the Payment Gateway.

Shipments are not available in the For-free Functionality of the Service.

Payables

Unless otherwise stated, all quoted prices and transactions are denoted in US dollars (USD) and do not include any Sales Tax (please see “Sales Tax” below). Regardless of your place of residence, the payment provider may offer you to purchase Authorization Codes in a currency other than USD. You acknowledge and accept that the payment provider ‘s charges are representative of the exchange rate, and that no adjustment will be made for exchange rate variations.

We or any Reseller may increase the cost of Subscriptions (including Activation Codes received to activate the Subscriptions) and/or Units at any time and at our sole discretion. Any changes in fees will become effective when you next purchase one of the Subscriptions or Units . If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service after the expiry date of any valid Activation Codes. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.

You are responsible for all fees and charges imposed by your data transmission providers related to your access and use of the Service. You are responsible for providing accurate and current billing, contact and payment information to us or any Reseller.

Activation Codes purchased from distributors

You must pay any fees for Activation Codes in accordance with the payment terms agreed with us or one of our Resellers, electronically, in cleared funds, and without any deduction.

If you do not pay the fees as agreed, we reserve the right to terminate the functionality for the unpaid Activation Code. In the event we terminate a functionality for an unpaid Activation Code, such Activation Code will be deemed expired.

Subscriptions and Units purchased via the website

You represent and warrant that you have the right to use the payment method, including, but not limited to, the credit card, for which you provide information in connection with a payment transaction. Submitting such information constitutes your consent for LogTag North America to transfer information to our third party payment services provider for purposes of facilitating payment transactions in accordance with our Privacy Policy. You acknowledge that you may be asked to verify certain information prior to the acknowledgment or completion of any payment transaction.

You agree to paying all charges incurred by you or on your behalf relating to the transaction.

If you do not comply with these requirements, LogTag North America reserves the right, including without prior notice, to discontinue providing the Service to you and to bar any user from making any payment transaction.

You agree and acknowledge that Subscriptions, Notification Units and Shipment Units are allocated to the Team that is active when you enter the Payment Gateway. You also agree and acknowledge that other Team Members, depending on the Permission Level you have allocated to them, will be able to activate and use For-Pay functionality on your behalf.

Sales Tax

The fees LogTag North America charges for the Service exclude any Sales Tax.

In some jurisdictions, LogTag North America will collect Sales Tax on your behalf. To the extent that any such Sales Tax is collectable by us, you must pay to us the amount of such Sales Tax in addition to any fees owed under these Terms. The type and amount of Sales Tax collected will be identified in the Payment Gateway before you finalize your purchase.

Upon completion of your purchase transaction, you will be issued with a receipt for the money you have paid for the Service. Such a receipt will list any Sales Tax collected.

In several jurisdictions, Sales Tax is not automatically collected in addition to the purchase price of the Service.

It is your responsibility to ensure the correct Sales Tax is paid in relation to a transaction, in the jurisdiction where the payment is made, including, but not limited to, where we have already collected such Sales Tax on your behalf.

If you are exempt from Sales Tax payments you must make contact with us first, and provide verification of your exemption status. No refunds will be issued for taxes paid by you, that would otherwise have been exempt.

Chargebacks

If you have any concerns about your credit card transaction and its validity, contact us for a resolution before initiating a chargeback process. We make every reasonable effort to avoid transactions that lead to incorrect charges on your credit card account. However, should such a transaction occur, we will endeavor to resolve this as soon as possible.

Should you decide to initiate chargeback procedures, we reserve the right to cancel any service we provide to you as soon as we have been informed by either the card-issuing bank or the payment portal provider, and to bar you from using the Service.

Expiry

An Activation Code purchased from one of our Resellers will become active once entered into the system. Activation Codes expire 12 months after they have been issued. The For-Pay Functionality of the Activation Code will expire 12 months after the code has been entered into the system.

A Subscription purchased via the Payment Gateway is valid immediately from the time and date of purchase and expires 12 months after the purchase date, even if it is not immediately allocated to a particular For-pay functionality (for example, a location). Any Subscription not allocated in the 12 months after purchase will be deemed expired.

Notification Units purchased via the Payment Gateway are added to your Notification Unit balance immediately and expire 12 months after the purchase date. Notification Units that are expired will be re-activated if additional Notification Units are added for the Service less than one year after the original expiry date.

Shipment Units purchased via the Payment Gateway are added to your Shipment Unit balance immediately and expire 12 months after the purchase date. Shipment Units that are expired will be re-activated if additional Shipment Units are purchased for the Service.

No refunds are given for partially unused, expired or unallocated Activation Codes, Subscriptions, Notification Units or Shipment Units.

intellectual Property

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

The Service in its entirety, including the Website Content, 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.

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 Service, 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 Services.

You may at any time provide us with ideas, comments or suggestions relating to the Service 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;
  • 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 Service and do not promise that the Service will:
    • meet your requirements or be suitable for a particular purpose, including that the use of the Service 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 Service, 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 Service 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 Service again; and/or
  • paying the costs of having the Service supplied again.

Liability

Our maximum aggregate liability under or in connection with these Terms or relating to the Service, 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 Service 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 Service 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 Service.

Terms, Termination and Suspension

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

  • starts on the Start Date; and
  • continues until a party gives at least 30 days’ prior notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.

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

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 Service, 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 Service, 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 Service 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 Service or any Underlying Systems;
      • for improper purposes; or
      • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; used, or attempted to use, the Service:
  • 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 support@logtag.com.

These Terms (including the Privacy Policy incorporated by reference hereto), and any dispute relating to these Terms or the Service, 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 Service.

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 Service, 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 Service 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 Service 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 Service’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 Service 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: support@logtag.com;
  • 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: October 3, 2023

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