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Last updated: February 7th, 2025
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
By accessing and using the Subscription Service or receiving Consulting Services from Logentic Technologies, Inc. (“Logentic Technologies, Inc.,” “we,” “us,” or “our”), you (“Customer,” “you,” or “your”) agree to be bound by these Customer Terms of Service (the “Agreement”). This Agreement, including all materials referenced or linked herein, sets forth the legal rights and obligations between you and Logentic Technologies, Inc. If you do not agree to these terms, you must not use our services.
1.1 Agreement
This Agreement consists of these Customer Terms of Service and all materials incorporated by reference, including any Order Forms or Statements of Work executed under this Agreement. (For historical purposes, these terms were formerly known as the “Terms of Use”.)
1.2 Billable Users
“Billable Users” are those Users for which fees are charged, as set forth in your Order Form.
1.3 Billing Period
The “Billing Period” is the period for which you prepay fees under an Order Form. For example, if you subscribe for an Initial Subscription Term of one (1) year with upfront payment, the Billing Period is twelve (12) months.
1.4 Confidential Information
“Confidential Information” means all information (whether oral, written, or electronic) disclosed by one party to the other and designated as confidential, or which should reasonably be understood to be confidential. Information that (i) becomes public without breach of this Agreement or (ii) is already known by the receiving party is excluded.
1.5 Consulting Services
“Consulting Services” refers to the professional services Logentic Technologies, Inc. provides, which may include training, installation, integration, or other advisory services.
1.6 Customer Data
“Customer Data” means all data, information, and materials that you submit or collect through the Subscription Service.
1.7 Customer Materials
“Customer Materials” are materials that you provide, post, or upload for display or use through the Subscription Service.
1.8 Logentic Technologies, Inc. Content
“Logentic Technologies, Inc. Content” includes all content (data, text, graphics, images, software, etc.) that we incorporate into the Subscription Service or Consulting Services.
1.9 Order Form / Statement of Work
An “Order Form” (or “Statement of Work” when applicable) is the document by which you subscribe to the Subscription Service and/or purchase Consulting Services. Each Order Form is incorporated into this Agreement.
1.10 Sensitive Information
“Sensitive Information” includes personal financial details (credit or debit card numbers, account information), government-issued identifiers (e.g., Social Insurance Numbers, driver’s license numbers), and other personal data protected by applicable privacy and data security laws.
1.11 Subscription Service
“Subscription Service” refers to our web-based platform and related tools (including any ancillary products, such as website hosting) provided via our website.
1.12 Subscription Term
“Subscription Term” means the Initial Subscription Term and any subsequent Renewal Terms as set forth in your Order Form.
1.13 Third-Party Products and Sites
“Third-Party Products” are products or services provided by third parties that interoperate with the Subscription Service. “Third-Party Sites” are websites linked from within the Subscription Service.
1.14 Users
“Users” are your employees, consultants, contractors, or agents who are authorized to use the Subscription Service and are issued unique login credentials.
2.1 Access
During the Subscription Term, Logentic Technologies, Inc. shall provide you with access to use the Subscription Service as described herein and in your Order Form.
2.2 Limits
Usage limits (for example, the number of Users or Stations) may apply and will be specified in your Order Form. You will be charged fees for all Billable Users. Certain authorized partner Users may be excluded from such counts.
2.3 Modifications
We reserve the right to modify the Subscription Service from time to time by adding or deleting features, provided that such modifications do not materially reduce the functionality provided to you during the Subscription Term. Some elements of the service may be delivered via third-party providers.
2.4 Additional Features
You may subscribe to additional features by executing a new Order Form.
3.1 Support Services
Support is included in your Subscription Fee. Email support for the Subscription Service is available from 9:00 AM to 5:00 PM Eastern Time (ET) Monday to Friday (excluding Canadian statutory holidays). You may also contact support support@gomomenta.com. We will use reasonable efforts to respond to support inquiries promptly, though no specific response time is guaranteed.
3.2 Availability
We strive to make the Subscription Service available 24 hours a day, 7 days a week, except for planned maintenance.
4.1 Scope
You may purchase Consulting Services via an Order Form or Statement of Work. These services are provided in addition to the Subscription Service.
4.2 Fees and Reimbursements
Consulting Services fees are separate from the Subscription Fee. Unless otherwise agreed in writing, all Consulting Services are performed remotely. For on-site services, you will reimburse reasonable expenses incurred by Logentic Technologies, Inc.
4.3 Non-Cancellability
Unless otherwise agreed, Consulting Services are non-cancellable and fees paid are non-refundable.
4.4 Third-Party Providers
Some aspects of the Consulting Services may be provided by third-party service providers.
5.1 Subscription Fees and Adjustments
Your Subscription Fee will remain fixed during the Subscription Term unless (i) you exceed the usage limits specified in your Order Form, (ii) change products or base packages, or (iii) subscribe to additional features. Should your usage exceed predetermined limits (such as the maximum number of contacts or email sends), your fee may be adjusted in the subsequent Billing Period as detailed in your Order Form.
5.2 Payment Methods
Payments may be made by credit card or via invoice. For credit card payments, you authorize Logentic Technologies, Inc. to charge your card for all fees at the beginning of the Initial Subscription Term and for each subsequent Billing Period. If paying by invoice, all amounts are due within thirty (30) days from the invoice date.
5.3 Taxes
All fees are exclusive of applicable taxes. You agree to pay all taxes (e.g., GST/HST, QST, VAT if applicable) in accordance with Canadian law. If required, you must provide your tax registration details.
5.4 Non-Cancellation of Payment Obligations
All fees paid are non-refundable (except as provided herein) and all payment obligations are non-cancellable for the duration of the Subscription Term.
5.5 Late Payment
Payments are due on the invoice date as specified. If payment is not received within ten (10) days after the due date, a late fee equal to 1.5% of the outstanding balance per month (or the highest rate permitted by law, if lower) will be automatically applied. If the invoice remains unpaid for more than thirty (30) days, we reserve the right to suspend your access to the WMS SaaS until all outstanding balances—including accrued late fees—are fully settled. In addition, you may be responsible for any costs incurred in the collection of overdue amounts, including legal fees.
6.1 Initial Subscription Term
The Initial Subscription Term commences on the effective date of your Subscription as set forth in your Order Form and continues for the period selected during the subscription process.
6.2 Renewal
Unless either party provides written notice of non-renewal (to be given between thirty (30) and ninety (90) days prior to the end of the Subscription Term), this Agreement will automatically renew for a Renewal Term equal to the shorter of the Initial Subscription Term or one year. Renewal fees will be as set forth in your Order Form or our standard pricing then in effect.
6.3 End of Subscription Term
The Subscription Term cannot be cancelled before its expiration except as provided in Section 14 (Termination).
7.1 Logentic Technologies, Inc.’s Proprietary Rights
The Subscription Service, Logentic Technologies, Inc. Content, and all related technology and proprietary materials (“Logentic Technologies, Inc. Materials”) are the exclusive property of Logentic Technologies, Inc. or its licensors. No license or right to use any of Logentic Technologies, Inc.’s intellectual property is granted except as expressly provided herein.
7.2 Customer’s Proprietary Rights
You retain all rights to your Customer Data and Customer Materials. You grant Logentic Technologies, Inc. a limited license to use such materials solely for providing the Subscription Service and Consulting Services.
7.3 Feedback
Any feedback or suggestions you provide regarding the Subscription Service or Consulting Services may be used by Logentic Technologies, Inc. without obligation or compensation.
8.1 Obligations
Each party agrees to protect the other’s Confidential Information with at least the same degree of care that it uses for its own similar information (but in no event less than reasonable care). Confidential Information shall only be used for purposes of fulfilling this Agreement and not disclosed to third parties except as necessary for performance or as required by law.
8.2 Permitted Disclosures
If a party is required by law to disclose Confidential Information (e.g., by court order), it shall provide prompt written notice to the other party to allow for protective measures.
9.1 Use and Limitations
Logentic Technologies, Inc. will use Customer Data solely to provide the Subscription Service and Consulting Services in accordance with this Agreement and our Privacy Policy (available at privacy policy link). You acknowledge that Logentic Technologies, Inc. does not use Customer Data to contact individuals except as directed by you.
9.2 Aggregate Data
We may use aggregate, anonymized data derived from Customer Data for analysis and reporting purposes.
9.3 Data Safeguards
Logentic Technologies, Inc. shall maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. Subject to applicable Canadian privacy laws (including PIPEDA and relevant Quebec legislation), you consent to the processing and storage of Customer Data in Canada and in other jurisdictions as required for service provision.
9.4 Sensitive Information
You agree not to use the Subscription Service to collect, manage, or process Sensitive Information. Logentic Technologies, Inc. disclaims any liability arising from any such use.
9.5 Personal Data Regulations
In respect of personal data processing, you act as the Data Controller and Logentic Technologies, Inc. acts as the Data Processor. Logentic Technologies, Inc. will process personal data only on your documented instructions and in compliance with applicable Canadian and Quebec privacy legislation. Logentic Technologies, Inc. will promptly notify you of any data breaches affecting personal data and assist you in fulfilling your obligations under such legislation.
10.1 Acceptable Use
You agree to comply with our Acceptable Use Policy. You must not use the Subscription Service in any manner that could damage, disable, or impair its functionality or that could infringe the rights of others.
10.2 Prohibited Uses
You must not (i) employ any automated system (e.g., robots, spiders) to access the Subscription Service in a manner that exceeds normal human activity, (ii) attempt unauthorized access, or (iii) use the service for any unlawful purposes.
10.3 Notification of Unauthorized Use
You agree to notify Logentic Technologies, Inc. immediately if you suspect any unauthorized use of your account or login credentials.
11.1 Third-Party Products and Sites
Any products, services, or websites provided by third parties (including integrations or embedded applications) are not controlled or endorsed by Logentic Technologies, Inc. Logentic Technologies, Inc. shall have no liability with respect to any third-party products or sites.
12.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Logentic Technologies, Inc., its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, or expenses (including reasonable legal fees) arising out of or relating to:
- Your unauthorized or unlawful use of the Subscription Service;
- Your breach of this Agreement;
- Your use of Third-Party Products; or
- Any use of the Subscription Service by someone using your User credentials without authorization.
12.2 Logentic Technologies, Inc.’s Indemnification Obligations
Logentic Technologies, Inc. shall notify you promptly upon learning of any claim for which indemnification may be sought and will cooperate with you, at your expense, in defending such claims.
13.1 Disclaimer of Warranties
Logentic Technologies, Inc. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SUBSCRIPTION SERVICE, Logentic Technologies, Inc. CONTENT, OR CONSULTING SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
13.2 No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
13.3 Limitation of Liability
EXCEPT FOR (i) YOUR OBLIGATION TO PAY FEES, (ii) YOUR INDEMNIFICATION OBLIGATIONS, AND (iii) LIABILITIES ARISING FROM BREACHES OF INTELLECTUAL PROPERTY RIGHTS, IF ANY PARTY IS FOUND LIABLE, THE AGGREGATE LIABILITY SHALL BE LIMITED TO THE LESSER OF CAD $5,000 OR THE TOTAL FEES YOU HAVE PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.4 Third-Party Products
Logentic Technologies, Inc. DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND INTEGRATIONS.
14.1 Termination for Cause
Either party may terminate this Agreement for material breach if such breach remains uncured thirty (30) days after written notice, or immediately if the other party becomes insolvent or enters bankruptcy proceedings. (In certain cases, if you have more than ten (10) connected stores, a ninety (90) day transition period for termination may apply.)
14.2 Suspension for Prohibited Acts or Non-Payment
Logentic Technologies, Inc. may suspend your access if you use the Subscription Service in violation of this Agreement or applicable law or if payment is not received within ten (10) days after notice of non-payment. Reinstatement may be subject to a re-activation fee.
14.3 Effect of Termination or Expiration
Upon termination or expiration, you must immediately cease use of the Subscription Service and Logentic Technologies, Inc. Content.
If you terminate for cause, any prepaid but unused fees will be refunded. If Logentic Technologies, Inc. terminates for cause, you must pay all outstanding fees up to the end of the Subscription Term.
If you request, and provided all fees are paid, Logentic Technologies, Inc. will grant you temporary access to retrieve your Customer Data within thirty (30) days of termination. After that period, Logentic Technologies, Inc. is not obligated to retain your data and may delete it.
15.1 Amendments; No Waiver
Logentic Technologies, Inc. may update these Terms from time to time. Updated Terms will be posted on our website and notified through the Subscription Service’s notifications. If you do not agree with the modifications, you must notify us within thirty (30) days; otherwise, the updated Terms will govern upon renewal of your subscription.
No delay or failure by either party to enforce any right under this Agreement shall constitute a waiver of such right.
15.2 Assignment
You may not assign this Agreement without our prior written consent. Logentic Technologies, Inc. may assign this Agreement to an affiliate or in connection with a merger or sale of assets without notice.
15.3 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and does not confer any rights or remedies on any third party.
15.4 Contract for Services
This Agreement is for the provision of services and is not a contract for the sale of goods. Provisions of the applicable Canadian Sale of Goods legislation do not apply.
15.5 Notices
All notices must be sent to the addresses provided in your Order Form or as updated by written notice. Notices may be delivered by email, courier, or registered mail and shall be deemed received upon actual receipt.
15.6 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, including the Civil Code of Quebec.
The parties consent to the exclusive jurisdiction of the courts located in Montreal, Quebec for any disputes arising out of or relating to this Agreement.
15.7 Force Majeure
Neither party shall be liable for failure to perform its obligations if such failure is due to events beyond its reasonable control (e.g., acts of God, war, civil unrest, government restrictions, or telecommunications outages). Each party shall use reasonable efforts to mitigate the effects of a force majeure event.
15.8 Severability
If any provision of this Agreement is held invalid or unenforceable, such provision shall be replaced by a valid and enforceable provision that most closely reflects the parties’ intent, and the remainder of the Agreement shall continue in full force and effect.
15.9 Entire Agreement
This Agreement, together with any Order Forms, Statements of Work, our Privacy Policy, and our Acceptable Use Policy, constitutes the entire agreement between you and Logentic Technologies, Inc. regarding the Subscription Service and Consulting Services, and supersedes all prior agreements and understandings.
15.10 Language
This Agreement is drafted in English. In Quebec, you may have rights under language laws; if required, a French version will be provided. In the event of any discrepancy between language versions, the version provided to you in writing shall govern.
You grant Logentic Technologies, Inc. the right to include your name and company logo in our customer listings and on our website.
If you use any freight or carrier Resellers through our platform, you agree to pay any applicable Customer Reseller Fees as set forth in your Order Form. For example, a minimum fee of USD $0.35 per label may apply, with further charges as determined by the applicable rate structure.
By using our Subscription Service or receiving our Consulting Services, you acknowledge that you have read, understood, and agreed to be bound by these Customer Terms of Service.
Logentic Technologies, Inc.
33 rue PrinceMontreal, QC, H3C 2M7
Canada
Attention: Legal Department
For any questions or notices, please contact:
Email: legal@getlogentic.com
