Last updated: January 22, 2021
1. Grant and Use Rights
3. Support Services
4. Acceptable Use; Passwords; Primary Contact
6. Security; Data Privacy.
8. Cancellation or Termination of Service
10.2. Indemnification by You. You will defend (at Your expense) Logiq.ai from any Claims brought against Logiq.ai arising out of or related to (i) Your use of the Service in violation of this Agreement, the documentation or any applicable law or (ii) Your content or (iii) Logiq.ai’s compliance with any designs, specifications, or instructions provided by You or a third party on your behalf. You shall pay all damages (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by You in settlement of such claims.
10.3. Indemnification Process. The foregoing obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, provided, that any failure to promptly notify the indemnifying party shall not relive the indemnifying party of its obligations except to the extent it was unduly prejudiced; (b) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, provided that any settlement shall fully release the indemnified party from liability and shall not impose any obligations on the indemnified party without the indemnified party’s consent; and (c) cooperating and, at the indemnifying party’s written request and expense, assisting in such defense. The indemnifying party will not reimburse the indemnified party for any expenses incurred by the indemnified party without the prior written approval of the indemnifying party. The indemnified party will have the right to participate in the defense and settlement of a claim at the indemnified party’s expense.
11. Limitation of Liability and Indemnity
11.2. LIMIT ON CUMULATIVE LIABILTY. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF LOGIQ.AI FOR ALL CLAIMS ARISING UNDER AND DURING THE ENTIRE TERM OF THIS AGREEMENT AND FOR ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO LOGIQ.AI FOR THE SERVICE DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION X REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Other Provisions
12.2. Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Logiq.ai. Such consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
12.4. Force Majeure. Logiq.ai will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages and other acts not caused by Logiq.ai.
12.5. Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms, including the terms of any purchase order submitted by You, are rejected. Using the Logiq.ai Service after a notice of changes has been sent to You or published on the Logiq.ai Service shall constitute consent to the changed terms. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
12.6. Promotion. You agree that Logiq.ai may use Your name in promotional material including its website.
12.7. Functionality. You agree that You are not entering into the Agreement or subscribing to the Logiq.ai Service contingent on the provision of any future functionality relating in any way to the Logiq.ai Service and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in the Agreement.
12.8. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12.9. Notices. Any notice given to a party under or in connection with this Agreement shall be delivered by hand, by electronic mail, or a next working day delivery service if to Logiq.ai, to Logiq.ai at 2216 Emerald Hill Circle, San Jose 95131 Attn: Legal Department or if to You, to Your principal place of business as designated in Your account information. Notices shall be deemed given (i) upon personal delivery to the party to be notified; (ii) when received by electronic or confirmed facsimile transmission if received during normal business hours of the recipient on a business day, or if not, then on the next business day with a copy sent via any other method of notice; or (iv) one (1) business day after deposit with an internationally recognized overnight courier, with written verification of receipt. In addition, Logiq.ai may provide You with notices (i) through the Service, which notices will take effect upon Your next login and/or (ii) by email to Your email address provided by You in Your account information, which notices will take effect two days after being sent.
12.10. Survival. Any provisions of this Agreement containing restrictions, ownership provisions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of this Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.