PLEASE READ CAREFULLY:
UNLESS YOU AS THE CUSTOMER HAVE ANOTHER VALID AGREEMENT APPLICABLE TO THIS PURCHASE, OR UNLESS THE LOGINNO ELECTRONIC STORE SPECIFIES DIFFERING OR ADDITIONAL TERMS FOR A SPECIFIC PRODUCT OR SUPPORT, THE FOLLOWING LOGINNO CUSTOMER TERMS AND ANY LOGINNO SITE SPECIFIED TERMS WILL GOVERN PURCHASES MADE HEREUNDER.
BY USING, DOWNLOADING, INSTALLING, COPYING, OR ACCESSING THE PRODUCT, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, AND DELIVERY OF THE PRODUCT OR SUPPORT IS EFFECTED, DO NOT USE, DOWNLOAD, INSTALL, COPY, OR ACCESS THE PRODUCT OR SUPPORT, AND PROMPTLY RETURN THE PRODUCT WITH PROOF OF PURCHASE AND OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED ANY SOFTWARE, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.
These terms represent the agreement (“Agreement”) that governs the purchase of products and services from Loginno Logistic Innovation Ltd. identified
in the signature section below (“Loginno”) by the Customer entity identified below (“Customer”).
“Order” means the accepted order including any supporting material which the parties identify as incorporated either by attachment or reference
(“Supporting Material”). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated
service descriptions, data sheets and their supplements, and statements of work (SOWs), published warranties and service level agreements, and may be
available to Customer in hard copy or by accessing a designated Loginno website.
- Order Arrangements.
Customer may place orders with Loginno through our website, customer-specific portal, or by letter, fax or e-mail. Where appropriate, orders must
specify a delivery date. If Customer extends the delivery date of an existing Order beyond ninety (90) days, then it will be considered a new order.
Customer may cancel a hardware Order at no charge up to five (5) business days prior to shipment date.
- Prices and Taxes.
Prices will be as quoted in writing by Loginno or, in the absence of a written quote, as set out on our website, customer-specific portal, or Loginno
published list price at the time an order is submitted to Loginno. Prices are exclusive of taxes, duties, and fees (including installation, shipping,
and handling) unless otherwise quoted
- Invoices and Payment.
Customer agrees to pay all invoiced amounts within thirty (30) days of Loginno’s invoice date. Loginno may suspend or cancel performance of open Orders
or services if Customer fails to make payments when due.
Risk of loss or damage and title for hardware products will pass upon delivery to Customer or its designee. Where permitted by law, Loginno retains a
security interest in products sold until full payment is received.
Loginno will use all commercially reasonable efforts to deliver products in a timely manner. Loginno may elect to deliver software and related
product/license information by electronic transmission or via download.
If Loginno is providing installation with the product purchase, Loginno’s site guidelines (available upon request) will describe Customer requirements.
Loginno will conduct its standard installation and test procedures to confirm completion.
- Support Services.
Loginno’s support services will be described in the applicable Supporting Material , which will cover the description of Loginno’s offering,
eligibility requirements, service limitations and Customer responsibilities, as well as the Customer systems supported.
Loginno’s service, support and warranty commitments do not cover claims resulting from:
- improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material;
- Modifications or improper system maintenance or calibration not performed by Loginno or authorized by Loginno;
- failure or functional limitations of any non-Loginno software or product impacting systems receiving Loginno support or service;
- malware (e.g. virus, worm, etc.) not introduced by Loginno; or
- abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond Loginno’s control.
Loginno’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information
from Customer needed to deliver the services.
- Product Performance.
All Loginno-branded hardware products are covered by Loginno’s limited warranty statements that are provided with the products or otherwise made
available. Hardware warranties begin on the date of delivery or if applicable, upon completion of Loginno installation, or (where Customer delays
Loginno installation) at the latest 30 days from the date of delivery. Non-Loginno branded products receive warranty coverage as provided by the
relevant third party supplier.
- Software Performance.
Loginno warrants that its branded software products will conform materially to their specifications and be free of malware at the time of delivery.
Loginno warranties for software products will begin on the date of delivery and unless otherwise specified in Supporting Material, will last for ninety
(90) days. Loginno does not warrant that the operation of software products will be uninterrupted or error-free or that software products will operate
in hardware and software combinations other than as authorized by Loginno in Supporting Material.
- Services Performance.
Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service
concerns and Loginno will re-perform any service that fails to meet this standard.
- Product Warranty Claims.
When we receive a valid warranty claim for an Loginno hardware or software product, Loginno will either repair the relevant defect or replace the
product. If Loginno is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon
the prompt return of the product to Loginno (if hardware) or upon written confirmation by Customer that the relevant software product has been
destroyed or permanently disabled. Loginno will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for
return shipment of the product to Loginno.
This Agreement states all remedies for warranty claims. To the extent permitted by law, Loginno disclaims all other warranties.
- Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants Loginno a
non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Loginno and its designees to perform the
- Intellectual Property Rights Infringement.
Loginno will defend and/or settle any claims against Customer that allege that an Loginno-branded product or service as supplied under this Agreement
infringes the intellectual property rights of a third party. Loginno will rely on Customer’s prompt notification of the claim and cooperation with our
defense. Loginno may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options
are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for
support services, the balance of any pre-paid amount. Loginno is not responsible for claims resulting from any unauthorized use of the products or
- License Grant.
Loginno grants Customer a non-exclusive license to use the version or release of the Loginno-branded software listed in the Order. Permitted use is for
internal purposes only (and not for further commercialization), and is subject to any specific software licensing information that is in the software
product or its Supporting Material. For non-Loginno branded software, the third party’s license terms will govern its use.
Customer may order new software versions, releases or maintenance updates (“Updates”), if available, separately or through a Loginno software support
agreement. Additional licenses or fees may apply for these Updates or for the use of the software in an upgraded environment. Updates are subject to
the license terms in effect at the time that Loginno makes them available to Customer.
- License Restrictions.
Loginno may monitor use/license restrictions remotely and, if Loginno makes a license management program available, Customer agrees to install and use
it within a reasonable period of time. Customer may make a copy or adaptation of a licensed software product only for archival purposes or when it is
an essential step in the authorized use of the software. Customer may use this archival copy without paying an additional license only when the primary
system is inoperable. Customer may not copy licensed software onto or otherwise use or make it available on any public external distributed network.
Licenses that allow use over Customer’s intranet require restricted access by authorized users only. Customer will also not modify, reverse engineer,
disassemble decrypt, decompile or make derivative works of any software licensed to Customer under this Agreement unless permitted by statute, in which
case Customer will provide Loginno with reasonably detailed information about those activities.
- License Term and Termination.
Unless otherwise specified, any license granted is perpetual, provided however that if Customer fails to comply with the terms of this Agreement,
Loginno may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration,
Customer will either destroy all copies of the software or return them to Loginno, except that Customer may retain one copy for archival purposes only.
- License Transfer.
Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by Loginno. Loginno-branded software
licenses are generally transferable subject to Loginno’s prior written authorization and payment to Loginno of any applicable fees. Upon such transfer,
Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be
bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.
- License Compliance.
Loginno may audit Customer compliance with the software license terms. Upon reasonable notice, Loginno may conduct an audit during normal business
hours (with the auditor’s costs being at Loginno’s expense). If an audit reveals underpayments then Customer will pay to Loginno such underpayments. If
underpayments discovered exceed five (5) percent of the contract price, Customer will reimburse Loginno for the auditor costs.
- US Federal Government Use.
If software is licensed to Customer for use in the performance of a US Government prime contract or subcontract, Customer agrees that consistent with
FAR 12.211 and 12.212, commercial computer software, documentation and technical data for commercial items are licensed under Loginno’s standard
- Global Trade compliance.
Products and services provided under these terms are for Customer’s internal use and not for further commercialization. If Customer exports, imports or
otherwise transfers products and/or deliverables provided under these terms, Customer will be responsible for complying with applicable laws and
regulations and for obtaining any required export or import authorizations. Loginno may suspend its performance under this Agreement to the extent
required by laws applicable to either party.
- Limitation of Liability.
Loginno’s liability to Customer under this Agreement is limited to the amount payable by Customer to Loginno for the relevant Order. Neither Customer
nor Loginno will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages.
This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their
negligence; acts of fraud; wilful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.
- Force Majeure.
Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment
Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a
reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is
subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any
terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will
apply to both parties’ respective successors and permitted assigns.
This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may
exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. The Agreement will be governed by the laws
of the country of Loginno or the Loginno Affiliate accepting the Order and the courts of that locale will have jurisdiction, however, Loginno or its
Affiliate may, bring suit for payment in the country where the Customer Affiliate that placed the Order is located. Customer and Loginno agree that the
United Nations Convention on Contracts for the International Sale of Goods will not apply. Claims arising or raised in the United States will be
governed by the laws of the state of California, excluding rules as to choice and conflict of law.
SUPPLEMENTAL DATA SHEET
This Supplemental Data Sheet provides additional general requirements and limitations that apply to Loginno’s support offerings, which are set forth in
detail in offering-specific datasheets with the exception of those support offerings delivered by Loginno Software.
- SERVICE ELIGIBILITY
- Hardware Support-General Eligibility.
Hardware products must be in good operating condition, as reasonably determined by Loginno, to be eligible for placement under support. You must also
maintain eligible products at the latest Loginno-specified configuration and revision levels.
- Return to Support.
If you allow support to lapse, Loginno may charge you additional fees to resume support or require you to perform certain hardware or software
- Use of Proprietary Service Tools.
Loginno may require you to use certain hardware and/or software system and network diagnostic and maintenance programs (“Proprietary Service Tools”),
as well as certain diagnostic tools that may be included as part of the your system. Proprietary Service Tools are and remain the sole and exclusive
property of Loginno, and are provided “as is.” Proprietary Service Tools may reside on your systems or sites. You may only use the Proprietary Service
Tools during the applicable Support coverage period and only as allowed by Loginno and you may not sell, transfer, assign, pledge, or in any way
encumber or convey the Proprietary Service Tools. Upon termination of Support, you will return the Proprietary Service Tools or allow Loginno to remove
these Proprietary Service Tools. You will also be required to:
- Allows Loginno to keep the Proprietary Service Tools resident on your systems or sites, and assist Loginno in running them;
- Install Proprietary Service Tools, including installation of any required updates and patches;
- Use the electronic data transfer capability to inform Loginno of events identified by the software;
- If required, purchase Loginno-specified remote connection hardware for systems with remote diagnosis service; and
- Provide remote connectivity through an approved communications line.
- SUPPORT LIMITATIONS
- Local Availability of Support.
Some offerings, features, and coverage (and related products) may not be available in all countries or areas. In addition, delivery of support outside
of the applicable Loginno coverage areas may be subject to travel charges, longer response times, reduced restoration or repair commitments, and
reduced coverage hours.
- Version Support.
Unless otherwise agreed by Loginno in writing, and for those offerings not delivered by Loginno Software, Loginno only provides support for the current
version and the immediately preceding version of Loginno branded software, and provided that Loginno branded software is used with hardware or software
included in Loginno-specified configurations at the specified version level. “Version” means a release of software that contains new features,
enhancements, and/or maintenance updates, or for certain software, a collection of revisions packaged into a single entity and, as such, made available
to our customers.
- Relocation and impact on Support.
Relocation of any products under support is your responsibility and is subject to local availability and fee changes. Reasonable advance notice to
Loginno may be required to begin support after relocation. For products, any relocation is also subject to the license terms for such products.
- Multi-vendor Support.
Loginno provides support for certain non-Loginno branded products. The relevant data sheet will specify availability and coverage levels and the
support will be provided accordingly, whether or not the non-Loginno branded products are under warranty. Loginno may discontinue support of
non-Loginno branded products if the manufacturer or licensor ceases to provide support for them.
You will allow Loginno, at Loginno’s request, and at no additional charge, to modify products to improve operation, supportability, and reliability, or
to meet legal requirements.
- CUSTOMER RESPONSIBILITIES
- Site and Product Access.
You will provide Loginno access to the products covered under support; and if applicable, adequate working space and facilities within a reasonable
distance of the products; access to and use of information, customer resources, and facilities as reasonably determined necessary by Loginno to service
the products; and other access requirements described in the relevant data sheet. If you fail to provide such access, resulting in Loginno’s inability
to provide support, Loginno shall be entitled to charge you for the support call at Loginno’s published service rates. You are responsible for removing
any products ineligible for support, as advised by Loginno, to allow Loginno to perform support. If delivery of support is made more difficult because
of ineligible products, Loginno will charge you for the extra work at Loginno’s published service rates.
You may purchase available product support for Loginno branded products only if you can provide evidence that you have rightfully acquired an
appropriate Loginno license for the products, and you may not alter or modify the products unless authorized by Loginno at any time.
- Software Support Documentation and Right to Copy.
You may only copy documentation updates if you purchased the right to copy them for the associated products. Copies must include appropriate Loginno
trademark and copyright notices.
- Loaner Units.
Loginno maintains title and you shall have risk of loss or damage for loaner units if provided at Loginno’s discretion as part of hardware support or
warranty services and such units will be returned to Loginno without lien or encumbrance at the end of the loaner period.
- Hardware Support: Compatible Cables and Connectors.
You will connect hardware products covered under support with cables and connectors (including fiber optics if applicable) that are compatible with the
system, according to the manufacturer’s operating manual.
- Data Backup.
To reconstruct your lost or altered files, data, or programs, you must maintain a separate backup system or procedure that is not dependent on the
products under support.
- Temporary Workarounds.
You will implement temporary procedures or workarounds provided by Loginno while Loginno works on a permanent solution.
- Hazardous Environment.
You will notify Loginno if you use products in an environment that poses a potential health or safety hazard to Loginno employees or subcontractors.
Loginno may require you to maintain such products under Loginno supervision and may postpone service until you remedy such hazards.
- Authorized Representative.
You will have a representative present when Loginno provides support at your site.
- Product List.
You will create, maintain and update a list of all products under support including: the location of the products, serial numbers, the
Loginno-designated system identifiers, and coverage levels.
- Solution Center Designated Callers.
You will identify a reasonable number of callers, as determined by Loginno and Customer (“Designated Callers”), who may access Loginno’s customer
Support call centers (“Solution Centers”) or online help tools.
- Solution Center Caller Qualifications.
Designated Callers must be generally knowledgeable and demonstrate technical aptitude in system administration, system management, and, if applicable,
network administration and management and diagnostic testing. Loginno may review and discuss with you any Designated Caller’s experience to determine
initial eligibility. If issues arise during a call to the Solution Center that, in Loginno’s reasonable opinion, may be a result of a Designated
Caller’s lack of general experience and training, you may be required to replace that Designated Caller. All Designated Callers must have the proper
system identifier as provided to you when Support is initiated. Solution Centers may provide support in English or local languages, or both.
- GENERAL PROVISIONS
You may cancel support orders or delete products from support upon thirty (30) days’ written notice, unless otherwise agreed in writing. Loginno may
discontinue support for products and specific support services no longer included in Loginno’s support offering upon sixty (60) days’ written notice,
unless otherwise agreed in writing. If you cancel prepaid support, Loginno will refund you a pro-rata amount for the unused prepaid support subject to
any restrictions or early termination fees as may be set forth in writing.
Except for prepaid support or if otherwise agreed in writing, Loginno may change support prices upon sixty (60) days’ written notice.
- Additional Services.
Additional services performed by Loginno at your request, and that are not included in your purchased support, will be chargeable at the applicable
published service rates for the country where the service is performed.
- Replacement Parts.
Parts provided under hardware support may be whole unit replacements, or be new or functionally equivalent to new in performance and reliability and
warranted as new. Replaced parts become the property of Loginno, unless Loginno agrees otherwise and you pay any applicable charges.