ENTERPRISE PLATFORM TERMS AND CONDITIONS

LOGOJI ENTERPRISE PLATFORM TERMS AND CONDITIONS
  1. Introduction
    • These Logoji Enterprise Platform Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed in the Logoji Enterprise Registration (you or your) and Logoji Pty Ltd (ACN 671 335 934) (Logoji we, our or us) (collectively, the agreement).
    • By accessing and using the Logoji Enterprise Platform and Services, you warrant that you have read this agreement and agree to be bound by this agreement. If you are using the Logoji Enterprise Platform as a representative of an entity, you are agreeing to the agreement on behalf of that entity.
  2. The Logoji Enterprise Platform
    • The Logoji Enterprise Platform is a portal or conduit providing you with the opportunity to advertise or market your business by permitting users of the Logoji App to use your logos and trade marks marks (in emoji sticker form) (Emoji Stickers) when sending messages through their mobile device. We are a mere advertising tool, and our role is limited to providing you with access and use of the Logoji Enterprise Platform.
    • When you create an Account on the Logoji Enterprise Platform, you are granted a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to access and use the Logoji Enterprise Platform for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
  3. Changes
    • We reserve the right to change any provision of this agreement in any way and we may, at our absolute discretion, add, change or remove any functions or features of the Logoji Enterprise Platform, the Logoji App, Emoji Stickers, any fees charged by us under this agreement, and any ancillary services offered on, or via, the Logoji Enterprise Platform  with, or without notice, to you. If we provide you with notice of changes to this agreement, we shall do so by email or by posting details of these changes on the Logoji Enterprise Platform.
  4. Term

    • This agreement commences on the date you create an Account with us on, or via, the Logoji Enterprise Platform (Commencement Date), and shall continue until terminated in accordance with its terms (Term).
  5. Account

    • If you wish to access and use the Logoji Enterprise Platform, you must create an account with us (Account) via the Logoji Enterprise Platform.
    • Your Account will be operated by a username and password. Your username will be your email address and you can select your own password using the Logoji Enterprise Registration Portal. You can change your password at your convenience using the Logoji Enterprise Registration Portal.
    • To setup an Account on the Logoji Enterprise Platform, you will be required to provide, and keep us up-to-date with, accurate business information and Personal Information, such as:
      • your company or business name, ABN or ACN, address and email address and your authorised representative’s contact details (including full name business phone number and business email address);
      • a description of your business, products and services;
      • copies of your trade mark and logos (Marks). Your Marks (i) must be file type JPG, TIFF or PNG; (ii) file size must be least 180KB and not exceed 10MB; and  (iii) image size must be 300mm  x 300mm
      • any other information that Logoji may require to verify your identity and/or to verify that you have the right to publish or display your Marks (in emoji sticker form) on, or via, the Logoji App.
    • You are solely responsible for the activity conducted on or through your Account. In relation to your Account, you undertake that you will:
      • not disclose your password to any third party and take reasonable measures to prevent the disclosure of your password to any third party. Please notify us immediately if you become aware that your Account or password is being used without authorisation;
      • provide only accurate, complete registration and business information and Personal Information, and update that information if it changes. All Personal Information as well as the information you provide to register is subject to our Privacy Policy; and
      • not impersonate another account holder or provide false identity information to gain access to or use the Logoji Enterprise Platform.
    • We have the right to suspend or terminate any Account or password or your access to or use of all or any part of the Logoji Enterprise Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.
  6. Your obligations
    • To access and use the Logoji Enterprise Platform, you must:

 

  • open an Account with us via the Logoji Enterprise Platform;

 

  • provide us with all necessary co-operation and information if requested by us to verify your: (i) identity; and (ii) right or authority to publish your Marks (in emoji form) on, or via, the Logoji App;

 

  • obtain and maintain all equipment, hardware and software required by you to access and use the Logoji Enterprise Platform;

 

  • comply with all reasonable directions, policies and guidelines as advised by us from time to time; and

 

  • carry out all of your responsibilities set out in this agreement in a timely, and efficient manner.

 

  • You are responsible for reviewing and approving all Emoji Stickers prior to publication on the Logoji App. Logoji will not accept any responsibility for any errors or defects in the Emoji Stickers prior to or after publication on the Logoji App.

 

  • By submitting, uploading or providing your Marks to us via the Logoji Enterprise Platform, you warrant that at all times:

 

  • you are owner of the Marks (or you are an authorised agent acting on behalf of the owner of the Marks) and you have all the necessary rights to grant us a licence to convert your Marks into Emoji Stickers and to publish your Emoji Stickers on, or via, the Logoji App;

 

  • nothing in the Marks you provide to us will cause you or us (or anyone else) to breach any Relevant Laws;
  • your Marks do not or could not reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading;
  • your Marks do not contain, nor will your Marks cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • nothing in the Marks would bring Logoji, the Logoji App or the Logoji Enterprise Platform, into disrepute or adversely affect the reputation and goodwill of the Logoji App or Logoji Enterprise Platform; and
  • the Marks do not infringe the Intellectual Property Rights or other rights of any person.
  • If you cease to be the owner of the Marks or you no longer authorised to use the Marks for any reason, you must immediately notify us, and we shall within a reasonable period of time remove the Emoji Stickers from Logoji App.

 

  • If you breach of any of your obligations under this agreement (for example, if we receive a report or complaint that the Marks supplied by you contravene the Intellectual Property Rights of a third party), we may, in our absolute discretion and without notice to you:

 

  • remove, modify, refuse to publish or alter or delete your Emoji Marks without any notice to you, if we consider that such Emoji Stickers do not comply with this agreement (including any of our policies or guidelines published by us from time to time); and/or
  • restrict, suspend or terminate your Account or the use of the Emoji Stickers on the Logoji App.
  • You acknowledge and agree that we are not responsible for monitoring or censoring the use of the Emoji Stickers by Users of the Logoji App. We are not liable for the use or misuse of your Emoji Stickers by Users. However, if a User fails to comply with Logoji App User Terms and Conditions, we may, in our absolute discretion and without notice to you or the User restrict, suspend or terminate the User’s access to, and use of, the Logoji App.

 

  • We will not be liable to you, any User or anyone else for any:
    • error, omission, failure to update or change any Account details or your Emoji Stickers which is published, listed or displayed on the Logoji App following your request; or
    • Loss incurred by you or any third party as a result of, or in connection with any Emoji Stickers supplied by your or your Affiliates or Personnel which is uploaded, published or posted on the Logoji App.
  1. Restrictions on use

 

  • You must not:
    • reverse engineer, decompile, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Logoji App and/or Logoji Enterprise Platform (including any object code and source code) available to any third party;
    • violate any Logoji IP;
    • modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Logoji App and/or Logoji Enterprise Platform or the Account, including any content or information contained on the Logoji App and/or Logoji Enterprise Platform;
    • access all or any part of the Logoji App and/or Logoji Enterprise Platform in order to build a product, service or code which competes with the Logoji App and/or Logoji Enterprise Platform; and
    • data mine the Logoji App and/or Logoji Enterprise Platform or access, store, distribute or transmit any viruses, worms, trojans or other malicious code, or any material when using the Logoji App and/or Logoji Enterprise Platform that may be unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive.
  • You acknowledge and agree that we may, at any time during the Term, delete, edit, update or change your Account or Emoji Stickers published or displayed, on, or via, the Logoji App for the purpose of ensuring compliance with this agreement.

 

  1. Our obligations
    • Subject to your compliance with the terms of this agreement, Logoji shall use reasonable endeavours to provide you with access to and use of the Logoji Enterprise Platform and the Services.
    • In the event that we fail to provide you with access and use of the Logoji Enterprise Platform and the Services in accordance with clause 1, we will use reasonable endeavours to correct any such non-conformance in order to accomplish the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 8.1.
  2. Subscription Fees

 

  • To upload and publish your Marks (in emoji sticker form) on the Logoji App, you must pay the fees in advance as specified on Logoji Enterprise Platform (as amended from time to time) (Subscription Fees). The Subscription Fees payable by you will depend on the Subscription Period and type of subscription package you purchase on, or via, the Logoji Enterprise Platform. At the end of the then current Subscription Period, your Emoji Sticker will be removed or deleted from the Logoji App, unless you pay the Subscription Fees current at the time of renewal.

 

  • The Subscription Fees displayed on the Logoji Enterprise Platform are current at the time of issue and are subject to change. The fees payable under this agreement, the functions and features of the Logoji Enterprise Platform and Logoji App, and any other ancillary products or services made available to you on, or via, the Logoji Enterprise Platform, are subject to change at any time.
  1. Payment

    • The Subscription Fees are payable in advance (on an annual basis) in accordance with the Direct Debit Authority.
    • The Subscriptions Fees are payable in Australian Dollars and are inclusive of goods and services taxes. To the maximum extent permitted by Relevant Laws, you agree that the Subscription Fees payable under this agreement are non-refundable.
    • When you subscribe to the Logoji Enterprise Platform you will be re-directed to the Shopify Website to make payment of the Subscription Fees. Shopify (who act as the payment collection agent for Logoji) will collect payment from you in accordance with the direct debit authority. Payment of the Subscription Fees via the Shopify Website is governed by this agreement and Shopify’s Terms of Service.
    • Payment of the Subscription Fees under this agreement are made by means of direct debit in accordance with the Direct Debt Authority in clause 11. By making payment of the Subscription Fees under the agreement, you will provide Shopify with accurate and complete billing information, and you authorise Shopify and/or its third party payment processors to access your billing information (including Personal Information) for the purpose of processing your payment.
    • We may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the Logoji Enterprise Platform at any time.
    • We reserve the right to vary Subscription Fees by posting these changes on the Logoji Enterprise Platform. If you do not agree to these changes, you may terminate the agreement no later than 14 days after you have received notice of the new Subscription Fees. If we do not receive the written notice within 14  days, you will have deemed to have accepted the new Subscription Fees.

 

  1. Direct Debit Authority
    • By accepting this agreement, you authorise Shopify to arrange for the Subscription Fees under this agreement to be debited from your credit card or bank account (as applicable) as and when such fees are due and payable under this agreement (Direct Debit Authority).
    • You may cancel or change your Direct Debit Authority by accessing the Shopify Website before the day on which your next debit is due. If you cancel or defer Direct Debit Authority, we will not be able to provide you with access to, and use of, Logoji Enterprise Platform, unless you provide Shopify with new Direct Debit Authority.
    • It is your responsibility to ensure that there are sufficient funds available on your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:

(a)   the transaction will be rejected and the payment will be treated as if it were never made;

(b)   your financial institution may charge you a fee and/or interest;

(c)   Shopify may charge you a dishonour fee at our prevailing rate at the time; and

(d)   you must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that Shopify can process the debit.

  • It is your responsibility to check your credit card or bank account statement (as applicable) to verify that the amounts debited from your credit card or bank account are correct.
  • If you believe that an error has been made in debiting your credit card or bank account (as applicable), you should update your credit card or bank account details with Shopify as soon as possible.
  • If you cancel the Direct Debit Authority, your right to access and use the Logoji Enterprise Platform will cease at the end of the current billing cycle. If you wish to re-activate your subscription, you will need to pay the Subscription Fees prevailing at the time you re-active your Account.
  1. Intellectual Property Rights
    • You acknowledge that, notwithstanding anything else, we (and our licensors) own all Intellectual Property Rights in the Logoji Enterprise Platform, the Logoji App and anything arising or generated therefrom (collectively, the Logoji IP). Accessing and using the Logoji Enterprise Platform does not give you (or anyone else) ownership of, or any right, title or interest in any of the Logoji IP, or any information, content or technology that may be provided to, or accessed by, you in connection with their use, all of which is, and will remain, owned by us or our licensors.
    • All Intellectual Property Rights discovered, developed or which otherwise come into existence as a result of, or in connection with, the Logoji Enterprise Platform and Logoji App will automatically vest in, and will be assigned to, us (Developed IP), but excluding the Emoji Stickers.   
    • By creating an Account on, or via, the Logoji Enterprise Platform you grant us for the Term a worldwide, non-exclusive and royalty-free licence to use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, the Marks (and all Intellectual Property Rights contained therein) for any purpose, including for the purpose of:
      • enabling Logoji to provide the Logoji Enterprise Platform to you and otherwise perform our obligations and exercising our rights under this agreement;
      • (i) enabling us to modify or adapt your Marks into Emoji Stickers; (ii) publishing and displaying your Emoji Stickers on the Logoji App; and (iii) enabling Users to use the Emoji Stickers as published or displayed on the Logoji App to send messages through their mobile device;
      • informing you about other products or services that Logoji may offer from time to time or in relation to third party products and/or services offered by us;
      • complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;
      • using usage patterns, trends, and other statistical or behavioural data derived from use of the Logoji Enterprise Platform for the purposes of providing, operating, maintaining, or improving the Logoji Enterprise Platform, Logoji App, or our other products and services; and
      • sharing your Marks with an Affiliate or another third party (with whom Logoji may contract or be affiliated with from time to time) for the purposes of performing or improving the Logoji Enterprise Platform, and Logoji App.
    • You grant Logoji permission to use and publish your name and Marks, together with reference(s) to the fact that you are an ‘advertising partner’ of Logoji, in any medium whatsoever, including, without limitation, on the Logoji Enterprise Platform, Logoji App or on our marketing or promotional collateral.
  2. Warranties
    • To the maximum extent permitted by Relevant Laws, Logoji exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise) given in connection with the provision of the Logoji Enterprise Platform, the Logoji App or any other ancillary products and services made available to you on, or via, the Logoji Enterprise Platform.
    • Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
    • Unless we state otherwise, we do not recommend or endorse any ‘advertising or enterprise partner’, User or any Emoji Stickers posted or appearing on the Logoji App or our related social media pages.
    • You acknowledge and agree that, to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency or security of the Logoji Enterprise Platform, the Logoji App or any other ancillary products or services made available to you on, or via, the Logoji Enterprise Platform.
    • You acknowledge that the Logoji Enterprise Platform, the Logoji App or any other ancillary products or services made available to you on, or via, Logoji Enterprise Platform and Logoji App, are provided on an ‘as is’ basis, and that we will not be liable to you or anyone else if the Logoji Enterprise Platform and Logoji App, or any other ancillary products or services are unavailable for any reason, including directly or indirectly as a result of:
      • telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
      • negligent, malicious or wilful acts or omissions of third parties (including our third party service providers);
      • maintenance (scheduled or unscheduled) carried out by us or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Logoji Enterprise Platform and/or Logoji App;
      • products or services provided by third parties ceasing or becoming unavailable; or
      • a Force Majeure Event.
    • You warrant, acknowledge and agree that:
      • your use of the Logoji Enterprise Platform has not been made on the basis of any representations as to features or functionality of the Logoji Enterprise Platform and/or Logoji App;
      • you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement, and in doing so, will not breach any third party rights; and
      • we make no representation, warranty or guarantee that you will make any minimum level of profit or revenue, a minimum number of sales or receive an increased market share or client base through your use of the Logoji Enterprise Platform/Logoji App and Services.
  1. Limitation of Liability
    • To the maximum extent permitted by Relevant Laws, Logoji, our Affiliates and our Personnel will not be liable to you or any third party for:
      • Consequential Loss; or
      • Loss of, or damage to, any property or any personal injury or death to you, any other user or any third person,

which arises out of, is connected to, or relates to, the access, provision or use of the Logoji Enterprise Platform by you, the use of the Logoji App by you or Users or any other ancillary products or services made available to you or supplied to you on, or via, the Logoji Enterprise Platform or under this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

  • Under no circumstances will our aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Subscription Fees paid by you under this agreement in the preceding one month of the Claim.
  • You agree to defend, indemnify and hold us, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Losses (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:
    • the access and use by you, your Affiliates or your Personnel of the Logoji Enterprise Platform or any other ancillary products or services made available to you or supplied to you on, or via, the Logoji App and/or the Logoji Enterprise Platform; or
    • any breach by you, your Affiliates or your Personnel of this agreement.
  1. Privacy
    • All Personal Information you provide to us to access and use the Logoji Enterprise Platform, are subject to our Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information or any other information disclosed to us on, or via, the Logoji Enterprise Platform:
      • it has been collected in accordance with Privacy Laws; and
      • you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Logoji Enterprise Platform.
  1. Termination

    • Either party may immediately terminate this agreement at any time by providing the other party with21 days’ written notice in writing. If you terminate the agreement in accordance with clause 1:
      • you will not be entitled to a pro rata refund of the Subscription Fees; and
      • your Emoji Stickers will continue to be displayed on the Logoji App and used by Users until the end of the then current Subscription Period, unless you contact us in writing to remove your Emoji App from the Logoji App early.
    • We may terminate or discontinue the Logoji App, an/or the Logoji Enterprise Platform (or any function or feature of the Logoji App and/or the Logoji Enterprise Platform at any time) (without liability to you) by 21 days’ written notice to you, or by otherwise posting it on the Logoji Enterprise Platform, except if we terminate or discontinue the Logoji App and/or Logoji Enterprise Platform, we will within a reasonable period of time provide you with a pro rata refund of the Subscription Fees for the unused portion of the Term.
    • Either party may terminate this agreement by giving notice with immediate effect if the other party:
      • breaches any material term of this agreement and such breach is not remedied within 14 days after receiving notice of the breach;
      • breaches any material term of this agreement and such breach is not capable of remedy; or
      • suffers an Insolvency Event.
    • On termination of this agreement:
      • all licences and rights of access granted under this agreement will immediately terminate;
      • you must return all Logoji IP, Developed IP and any other property belonging to us in your control, possession or custody;
      • you must pay all outstanding Subscription Fees or any other fees and charges owing to us under this agreement within 7 days;
      • we will within a reasonable period of time remove your Emoji Stickers from the Logoji App (except if the terminated is agreement by you in accordance with clauses 1 in which case, we will only remove the Emoji Stickers at the end of the current Subscription Period (unless you contact us in writing to remove the Emoji Stickers early); and
      • we will delete or de-activate your Account and your Logo from the Logoji App.
  1. Third party links
    • You acknowledge that the Logoji Enterprise Platform and Logoji App may contain third party content or content that may link to other sites, tools, links, applications, services, products or resources on the Internet. These sites, tools, links, applications, services, products or resources are not under our control and are not maintained by us. We are not responsible for the content of those sites, tools, links, applications, resources, products or services, and we accept no responsibility for them nor for any Losses that may arise from your use of them (notwithstanding anything else contained herein). We only provide links to third party sites, applications or tools for your information and convenience.
    • Links, references or other connections to these sites, tools, applications, resources, products or services do not imply any endorsement of them or any association with their owners, operators or advertising material (as the context permits).

 

  • Your linking to or from these sites, or use of, or reliance on, such sites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-site pages and other sites or third-party suppliers that you visit or transact with.

 

  1. Dispute Resolution

The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.

 

  1. Force Majeure

 

We shall not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, epidemic, pandemic or mandatory government shut-down or lockdown, acts of terrorism, fire, explosion, flood, an act or omission of a third party, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

 

  1. Complaints
    • A User, another advertising partner or third party (Complainant) may make a complaint or lodge a report with us that the publication and use of your Emoji Stickers on the Logoji App have breached the terms of this agreement, the Logoji App User Terms and Conditions or any Relevant Laws.
    • We will use reasonable endeavours to investigate any complaint or report lodged by a Complainant within a reasonable period of time and we may, at our absolute discretion and without notice to you or the Complainant, take corrective action that we deem appropriate in the circumstances (such as modifying, deleting or removing the Emoji Stickers from Logoji App).
    • We will not take corrective action if we do not believe that the Emoji Stickers complained about have breached the terms of this agreement, the Logoji App User Terms and Conditions or any Relevant Laws.
    • We will not notify you of the outcome of our investigation or the corrective action (if any) we have taken in response to a Complainant’s
    • We may, at our absolute discretion, offer you the opportunity to re-publish or re-post the Emoji Stickers, provided the re-published Emoji Stickers do not breach the terms of this agreement, the Logoji App User Terms and Conditions or any Relevant Laws
  2. Notice

    • By accessing and using the Logoji Enterprise Platform, you accept that communication with us will be mainly electronic. We will contact you by email, SMS or provide you with information by posting notices on the Logoji Enterprise Platform.
    • You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.

    • Notice will be deemed received and properly served immediately when posted on the Logoji Enterprise Platform or 24 hours after a notice is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Logoji Enterprise Registration Portal.
  3. General
    • A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
    • If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    • This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.
    • Clauses 9, 10, 11, 12, 13, 15, 17, 18, 19, 20, 21, 22 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
    • We shall not, without your prior written consent (which will not be unreasonably withheld) assign or transfer all or any of our rights or obligations under this agreement, except that we may assign, sell or transfer our rights or obligations under this agreement to any of our Affiliates or bona fide third party purchaser of our
    • You will not, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement without seeking our prior written consent (which will not be unreasonably withheld).
    • Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
    • The laws of the state of the New South Wales govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of the New South Wales.

 

  1. Contact Us

If you have any questions about this agreement, please contact us via email at customercare@logoji.com.

  1. Definitions
    • In this agreement, the following words shall have the following meanings:
      • Account has the meaning in clause 1.
      • Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
      • Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
      • Commencement Date has the meaning in clause 4.1.
      • Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement:
        • direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
        • loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data or reputational loss or damage;
        • costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by another user of third party; or
        • loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.
      • Developed IP has the meaning in clause 2.
      • Emoji Stickers has the meaning in clause 1.
      • Force Majeure Event has the meaning in clause 19.
      • Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.
      • Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.
      • Marks has the meaning in clause 3(b).
      • Logoji App means the mobile software application owned, operated and used by Logoji to provide Users with an additional keyboard to select and use Emoji Marks when sending messages through their mobile device (and includes any systems, content and server software, the computer hardware, tools, application, database, systems, and all Intellectual Property Rights contained therein, provided or otherwise made available by us).
      • Logoji App User Terms and Conditions means the terms and conditions of use of the Logoji App by Users.
      • Logoji Enterprise Platform means the advertising and marketing platform made available through the Website (including all Intellectual Property Rights contained therein).
      • Logoji Enterprise Registration Portal means the registration portal on the Logoji Enterprise Platform used by you to subscribe to the Logoji Enterprise Platform.
      • Logoji IP has the meaning in clause 12.1.
      • Logoji, we, our or us has the meaning in clause 1, and where the context permits, includes our Personnel and Affiliates.
      • Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including legal and other professional costs and Consequential Loss.
      • Personnel means any director, officer, employee or contractor of the party.
      • Personal Information means data by which a person may be personally identified, including a person's name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under any applicable Privacy Laws.
      • Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which you are located.
      • Privacy Policy means our privacy policy available on the Logoji Enterprise Platform, Logoji App or any other internet site notified by us from time to time, which is incorporated into this agreement.
      • Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world.
      • Shopify means the e-commerce and retail platform made available through the Shopify Website.
      • Shopify Website means the website owned and operated by Shopify, the URL being shopify.com/au.
      • Shopify Terms of Service means the terms of service that govern the use of the Shopify Website, the URL being shopify.com/legal/terms/.
      • Subscription Fees has the meaning in clause 1.
      • Subscription Period means the duration of your licence to display your Logoji Stickers on the Logoji App.
      • Term has the meaning in clause 4.1.
      • Users means a person or entity who downloads, accesses and uses the Logoji App.
      • Website means the website located at www.logoji.com and social media linked page or any other internet site notified by the Logoji Enterprise from time to time.
      • you or your has the meaning in clause 1.1 and where the context permits, includes your Affiliates and Personnel.