These Terms of Service (“TOS”) represent a contract between LogiShare, LLC (“LogiShare”) an Ohio Limited Liability Company and You, Your heirs, agents, successors and assigns (“You”), and is made effective the date You begin utilizing software or services from LogiShare, LLC. These TOS establish the terms and conditions of Your utilization of LogiShare services (“Services”) and LogiShare software (“Software”) and outlines LogiShare’s obligations to You and Your obligations to LogiShare with respect to the Service and Software that You utilize.
These TOS along with any LogiShare policies and related modifications constitute a complete and exclusive agreement between You and LogiShare regarding your utilization of LogiShare Services and Software. These TOS supersede and govern all propsals, agreements and communications, past and present. All policies of LogiShare and agreements for specific Services and Software are herein made a part of these TOS by reference. By Your utilization of Services and/or Software, You acknowledge that You have read, understand and agree to be bound by all terms and conditions of these TOS and other policies and agreements made part of these TOS by reference, as well as new, modified or additional terms and conditions or policies that LogiShare may from time to time establish, and any agreements that LogiShare is currently bound by or will be bound by.
You agree to be bound by these TOS for transactions entered into by You, as well as those entered into on Your behalf by anyone acting as Your Agent, and by anyone using an account You have established with LogiShare, whether or not the transactions were made on Your behalf. You understand and agree that any acceptance of any application made by You for Services provided by LogiShare will take place at LogiShare, LLC, Westerville, Franklin County, Ohio, United States of America.
The General Terms in Section A apply to all customers of LogiShare. Any Specific Services or Software agreements outlined in Section B apply only to those customers that have purchased or are utilizing those Services or Software referenced.
Section A: General Terms Applicable To All Services & Software
1: Term of Agreement and Modifications
You agree that LogiShare may modify these TOS and the Services and Software from time to time. You further agree to be bound by any changes that LogiShare may reasonably make to these TOS when such changes are made. If you have purchased any Services or Software from LogiShare, the term of these TOS shall continue in full force for as long as You benefit from and utilize the Services or Software. In the event that You terminate utilization, You are not entitled to any refund of money you have paid. You agree that LogiShare shall not be bound by representations made by third parties from whom You may have acquired Services or Software from LogiShare, and that any statement which may be posted in general on the LogiShare web site, or in LogiShare promotional material will not obligate or bind LogiShare. LogiShare may from time to time offer certain promotions with charges or features that vary from normal pricing or features.
You agree that it is Your responsibility to notify LogiShare in the event you choose to terminate your utilization of LogiShare Services or Software. Notification of Your intent to terminate must be provided in writing at least thirty (30) days but not more than ninety (90) days prior to your intended termination date. In no circumstance is LogiShare obligated to accept Your request for termination prior to the expiration of the present term of any Agreement or Contract made part of these TOS by reference.
You agree that no refund of fees paid, or credits to fees due to LogiShare at the time of termination shall be made.
2: Accuracy of Information
You shall maintain accurate and timely information with LogiShare, providing updates as needed, while You are utilizing LogiShare Services and/or Software. You agree to notify LogiShare within five (5) business days of any change to the information You have provided as a part of your utilization of Services and/or Software, or any applications, Agreements or Contracts. Failure by You to respond to any request for information made by LogiShare for the purposes of validating information provided by You, shall constitute a violation of these TOS.
LogiShare may use and rely upon any information provided by You for all purposes related to Your Software or Services, in accordance with and subject to our Privacy Statement. Any information that you provide which is inaccurate, false, misleading, incomplete or not current, or information that LogiShare reasonably suspects is inaccurate, false, misleading, incomplete or not current, shall give LogiShare the absolute right, at its sole discretion, to terminate your Services and close Your account.
LogiShare’s Privacy Statement may be viewed on the LogiShare web site, and is incorporated by reference herein where all Services and Software. Any and all information You provide to LogiShare will be used in a manner consistent with the purposes and limitations provided in the Privacy Statement.
4: Security of Account
You agree to be entirely responsible for maintaining the confidentiality of Your customer account data, including but not limited to, your client ID, account number, login, user names, passwords, credit card numbers, banking information, security and encryption keys (collectively referred to as account access information). You understand that You are entirely responsible for any and all activity that occurs under Your account. You will immediately notify LogiShare in the event of unauthorized use of Your account or any breach of the security of Your account. You also agree that LogiShare will not be liable for any loss or damage You may incur as a result of someone else using Your account access information, whether with or without your permission or knowledge. You agree that You can be held liable for losses or damage incurred by LogiShare or other parties due to someone else using Your account access information. For purposes of security, You will keep your account access information in a secure place and take such precautions as are necessary to prevent others from gaining access to your account access information. You will be responsible for all activity on your account, whether initiated by You, or by others on Your behalf, or by any other means. LogiShare hereby disclaims any and all liability for any activity in Your account, whether authorized by You or not.
5: Improper Or Unlawful Use
As a condition of Your utilization of LogiShare Services or Software, You agree that the Services or Software will be used in a manner that complies with all International, Federal, State and Local laws, rules, regulations and requirements. You also agree that you will not utilize the Services or Software for any purpose that is unlawful or prohibited by the terms and conditions of these TOS or any Agreement made part of these TOS by reference. You will not be entitled to any refund of any money paid to LogiShare if, for any reason, LogiShare takes corrective actions to remedy Your improper or illegal utilization of Services or Software.
LogiShare reserves the right to disclose any information as LogiShare deems necessary to satisfy applicable laws, regulations, legal processes or governmental requests, at any time. LogiShare also reserves the right to refuse to publish, host, post or archive, or to remove any information or material which LogiShare in its sole discretion, believes in whole or in part violates these TOS.
You agree that LogiShare has no obligation, but reserves the right to monitor the utilization of Services or Software purchased by or utilized by You. LogiShare reserves the right to review your utilization, and in its sole discretion terminate access to Services or Software at any time, without notice, for any reason.
LogiShare reserves the right to terminate Service if your utilization of Service or Software results in, or is the subject of, legal action threatened or taken against LogiShare, its partners or affiliates, without regard for whether such threats or actions are eventually determined to be without merit. LogiShare may review all accounts for excessive or improper utilization of resources and terminate use or apply additional fees to such accounts.
Except as outlined herein, LogiShare may terminate Services after thirty (30) days if You are utilizing Services or Software, as determined by LogiShare in its sole discretion, in a manner that is morally objectionable or in association with spam activities. Morally objectionable conduct includes, but is not limited to activities that will defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by law; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of privacy, racially, ethnically or otherwise objectionable; activities designed to impersonate the identity of others; illegal access to computers or networks; distribution of Internet viruses or similar destructive activities; and activities designed to harm or unethically use minors in any manner, regardless of whether the objectionable activity was intentional or not. You agree that LogiShare is not obligated to refund any fees or money paid by You if, for any reason, LogiShare takes corrective action with respect to Your improper or illegal use of its Services or Software.
6: Spam & Liquidated Damages
LogiShare may immediately terminate any account which it believes, in LogiShare’s sole discretion, is transmitting or otherwise associated with any spam or unsolicited bulk e-mail or electronic messaging. Additionally, if actual damages cannot be reasonably calculated, then You agree to pay LogiShare liquidated damages in the amount of one dollar US ($1.00 US) for each piece of spam, unsolicited bulk e-mail, or electronic messages transmitted from or otherwise connected with Your account. You otherwise agree to pay LogiShare for actual damages. You have read, understand and agree to be bound by the terms and conditions of LogiShare’s Anti-spam Policy. Such terms and conditions are applicable to the use of all LogiShare Services and Software and are incorporated herein.
7: Intellectual Property
You agree that LogiShare or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the LogiShare.com web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that LogiShare or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of LogiShare or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by these TOS or otherwise.
8: Use of LogiShare Software
If You have licensed software from LogiShare, LogiShare grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time, except as provided for in the specific Software licensing agreement.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
LogiShare reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of LogiShare. The source code and its organization are the exclusive property of LogiShare and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by LogiShare.
LogiShare provides all Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
9: Fees and Payment
You agree to pay LogiShare for Software and Services that you purchase at the time of your order. All payments are due in full no later than the due date presented on your LogiShare invoice. Unless otherwise described in writing by LogiShare, all fees are non-refundable, even if your services are suspended, terminated or transferred prior to the end of the service term. LogiShare reserves the right to modify pricing of software and services through notification by e-mail or publication on its web site. Payments to LogiShare may be made by company check or money order, credit card, PayPal, or electronic check draft. Your payment method must be declared at time of ordering software or service and must be kept up to date and valid to avoid interruption of service.
If you have subscribed to monthly recurring services, you will receive your invoice electronically (via e-mail) on or about the twenty fifth (25th) day of each month. Services are billed for one (1) month in advance, except some third-party services which may be billed for in arrears. All open items on your monthly invoice are payable in full at time of invoice, and will be subject to late fees and possible termination of service if not paid by the tenth (10th) day of the following month.
In the event that LogiShare or its assigned agent is unable to process your electronic payment method for the full amount due, or if LogiShare is charged a penalty for any payment device You present that is subsequently determined to be invalid or dishonored by your financial institution, You agree that LogiShare may pursue all available remedies to obtain payment. You also agree that LogiShare may immediately suspend or cancel all software and services. LogiShare reserves the right to charge an administrative fee for accounting and collection procedures outside of routine invoicing and payment processing, including costs that LogiShare may incur providing such services or collection efforts.
If You are the principal subscriber to any software or service, You agree that You are solely responsible for maintaining the ongoing renewal of software and services, and that LogiShare is in no way liable to You or any third party if it is unable to process Your payment method in order to renew your software or services.
All fees and transactions are processed in United States dollars.
9a: Payment By Check
When making payment by business check or money order, You will provide LogiShare with a valid bank check or money order on or before the close of business on the due date of your invoice. LogiShare is not responsible for delays in postal service or parcel delivery services, and You agree that you are solely responsible for the on-time arrival of all payments due, on or before their due dates.
If You are paying by electronic check, You agree the allow LogiShare or its authorized agent to debit the full amount of your balance due from Your checking account. This amount is non-refundable. LogiShare or its authorized agent will create an electronic funds transfer (EFT) or bank draft that will be presented to your financial institution for payment from your checking account. Your financial institution must be in the United States and must transact business in US dollars.
You agree to keep your checking account current, and to have the account properly funded. You agree that LogiShare and its authorized agent will not be responsible for payments that are not honored by your financial institution for any reason. If for any reason LogiShare or its authorized agent is unable to withdraw the full amount payable from your checking account, You agree that LogiShare or its authorized agent may pursue all available remedies to obtain payment. You also agree that LogiShare or its authorized agent is authorized to charge you a service charge of $30.00 or the maximum amount allowable by law, which will be debited from your checking account using EFT or bank draft.
Checks in excess of $500US or checks presented from accounts that are unfamiliar to LogiShare’s financial institution(s) may be delayed up to fourteen (14) business days until the funds are credited to LogiShare’s account. Such delays may subject you to interruption of software or services.
By completing a paper electronic check agreement form, or by clicking the “I Agree” checkbox on the on-line electronic check agreement form, You authorize LogiShare or its authorized agent(s) a debit of THE FULL AMOUNT OF BALANCES DUE to LogiShare, unless otherwise indicated on the authorization form.
If You complete a recurring automated payment agreement form, you may only cancel such agreement in writing, not less than thirty (30) days and not more than ninety (90) days prior to the next scheduled billing and payment cycle.
9b: Payments By PayPal
When using PayPal, Inc (PayPal) to pay fees to LogiShare, You agree to allow PayPal to debit the full amount of the transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal. The payment is non-refundable.
It is Your responsibility to keep Your PayPal account in good standing and to keep the account and your Preferred Funding Source properly funded. You agree that neither PayPal, nor LogiShare are responsible for payments that fail as a result of your funding source no longer existing or having insufficient funds.
If for any reason LogiShare is unable to withdraw the full amount payable from your PayPal account or alternate funding source, You agree that LogiShare or its authorized agent may pursue all available remedies to obtain payment. You also agree that LogiShare or its authorized agent is authorized to charge you a service charge of $30.00 or the maximum amount allowable by law, which will be debited from your PayPal account or alternate funding source.
By clicking the box labeled “I Agree” to the terms of the Pay by PayPal terms, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or Preferred Funding Source.
10: Representations and Warranties
You, or any individual who electronically executes this agreement on Your behalf, hereby represent and warrant that they have the legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred any rights, claims or interests that are the subject of this Agreement. You represent and warrant that you are at least eighteen (18) years of age, and that all actions You make are done so in good faith and that You have no knowledge of conflict or infringement upon the legal rights of any third party or the trademarks or trade name of any third party.
LogiShare expressly reserves the right to deny, terminate or transfer all software or services that it deems necessary, in LogiShare’s sole discretion, to preserve the integrity and stability of its systems and to comply with all applicable laws and regulations, or to avoid liability of civil or criminal nature on the part of LogiShare, its affiliates, subsidiaries, officers, directors, managers and employees. LogiShare also reserves the right to suspend and hold frozen any information within its possession during the resolution of any dispute.
11: Limitation of Liability
UNDER NO CIRCUMSTANCE WHATSOEVER SHALL LOGISHARE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EXPRESS OR IMPLIED, OR ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF LOGISHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In any state where such an exclusion is disallowed or limited, LogiShare’s liability is limited to the full extent permitted by law. You agree that in no event shall LogiShare’s maximum aggregate liability exceed the total amount paid by You for the specific software or service in dispute purchased from LogiShare.
12: Disclaimer of Warranties
LogiShare EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS. LogiShare MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. LogiShare DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF ANY OF THE SERVICES THAT IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
IN THE EVENT THAT SOME JURISDICTION DOES NOT ALLOW THIS DISCLAIMER OF IMPLIED WARRANTIES, THIS DISCLAIMER MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless LogiShare and its contractors, agents, employees, officers, directors, managers, shareholders and affiliates from any loss, liability, damages or expense, including reasonable attorneys’ fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with LogiShare whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from LogiShare or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold LogiShare harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should LogiShare be notified of a pending law suit, or receive notice of the filing of a law suit, LogiShare may seek a written confirmation from You concerning Your obligation to indemnify LogiShare. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that LogiShare shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify LogiShare of any such claim promptly in writing and to allow LogiShare to control the proceedings. You agree to cooperate fully with LogiShare during such proceedings.
You agree to cooperate fully with LogiShare during such proceedings. You agree You will not be entitled to a refund of any fees paid to LogiShare if, for any reason, LogiShare takes corrective action with respect to Your improper or illegal use of its services. You also agree that if LogiShare is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding an account of Yours with LogiShare, that LogiShare, in its sole discretion, may take whatever action LogiShare deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.
14: Governing Law, Venue, Waiver of Trial By Jury
This agreement shall be deemed entered into in the State of Ohio. You agree that the laws and judicial decisions of Franklin County, Ohio shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Franklin County, Ohio.
You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
You agree that all notices (except for notices concerning breach of this Agreement) from LogiShare to You may be posted on our Web site or directed to your e-mail address on file with LogiShare. Notices concerning breach will be sent either to the email or postal address You have on file with LogiShare. In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to LogiShare shall be made either by email, sent to the address provided on the LogiShare Web site, or first class mail to LogiShare’s address at:
LogiShare, LLC, Attn: General Manager, 5556 Buxley Drive, Westerville, Ohio 43081.
The headings within this Agreement are descriptive only. In the event that such a heading should conflict with the underlying terms of the Agreement, the terms of the Agreement shall still control.
17: Entire Agreement
You agree that this Agreement including policies and agreements which it refers to, constitutes the complete and only Agreement between You and LogiShare regarding services considered herein.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of LogiShare to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of LogiShare thereafter to enforce such provisions.
20: Force Majeure
LogiShare will make every effort to keep its sites and services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold LogiShare liable for any of the consequences of such interruptions.
Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.
22: No Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Section B: Software and Services Specific Agreements
If You purchase Services from LogiShare, the related Software and Services specific agreements shall apply and are incorporated within this Agreement in addition to Sections 1-21: