Logicbroker® dropship360™ Subscription Order & Agreement

 

Pursuant to this Subscription Order & Agreement (“Agreement”), Logicbroker, Inc. (“Logicbroker”, “we”, “us”, “our”) agrees to provide the company, firm, store or other client identified in the subscription order form executed with, attached to or linked to this Agreement (“Client”, “you” or “your”) with access to and use of the logicbroker® dropship360™ cloud-based integration hub for the automated exchange of procurement related information utilizing Electronic Data Interchange (EDI) trading partners (the “Service”).

  1. Terms governing use of the Service.  Our Conditions of Use are incorporated herein by reference and will govern the use of the Service by you and your Connected Users at all times. 

2. Subscription Term, Automatic Renewal and Fees.

a. By purchasing a Logicbroker® dropship360™ Subscription, you are entitled to access and use the Service on a month-to-month basis, which we call the “Subscription Term”. Your Subscription Term begins on the day you place your Subscription order, or the day immediately after the end of your free Trial Period, whichever is later (the “Activation Date”). Your initial Subscription Term will continue for one month, starting on the Activation Date. Your Subscription Term will then automatically renew for successive one month terms, until your Subscription is terminated or cancelled.

b. By purchasing a Logicbroker® dropship360™ Subscription, you authorize Logicbroker to charge the Logicbroker® dropship360™ Subscription monthly fees, as well as incremental order fees, as listed in your chosen Subscription package (“Subscription Fees”), to the credit card or other payment method you provided when you submitted your order. You also authorize Logicbroker to charge the then-current Subscription Fees upon each automatic renewal of the Subscription Term. Your monthly Subscription Fees are charged in advance at the start of each renewal period. Incremental order fees, if any, are charged in arrears at the end of each month.

c. Unless you cancel auto-renewal of your Subscription and close your account using the cancellation process provided within the Service, your mouth-to-mouth Subscription Service will automatically renew at the end of each Subscription Term. At the time of renewal, Logicbroker will charge the credit card you provided on the Activation Date.

d. You may cancel renewal of your Logicbroker® dropship360™ Subscription at any point, and your Subscription will end on the last day of the then-current Subscription Term. Subscription Fees for the remainder of the current Subscription Term are payable in full and will not be refunded. Subscription Fees paid prior to cancellation are non-refundable. Upon termination of your Subscription, access to and use of the Service by you and all your Connected Users will cease.

e. Subscription Fees exclude any applicable federal, state, VAT or municipal taxes or duties. Taxes may be added to the Subscription Fees charged to your account as required by law.

f. Logicbroker may change the Subscription Fees for any subscription package or services upon 30 days’ prior notice to you by email. Any Subscription Fee changes will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of any Subscription Term in which notice is given.

g. You agree to provide Logicbroker with complete and accurate billing, credit card, Connected User information and billing or administrative contact information. This information includes Client’s legal company name, street address, appropriate contact e-mail addresses and telephone numbers, and Connected User business e-mail addresses. You agree to update this information promptly in the event of any changes, including but not limited to any personnel changes and credit card expiration dates. If the billing, credit card or contact information provided is false or fraudulent, Logicbroker reserves the right to terminate all Connected User access to the Service, in addition to any other legal remedies. If you dispute or have a question about a charge to your credit card or Logicbroker bill, you must notify us in writing within 60 days after the date of the charge, or you will have waived any claim to a credit, adjustment or refund relating to the charge. Your written notice must specify the amount and date of the charge and the reason for your dispute or question.

 

3. Use Restrictions, Incremental Order Fees, and Ownership of Service.

a. Each Subscription package entitles a limited number of Client employees and agents, including the person submitting this Agreement (“Connected Users”) to access and use the Service. Connected User IDs are assigned to individuals and may not be shared. You may not exceed the included number of Connected Users using your account without purchasing the appropriate Subscription.

b. Each Subscription package entitles your Connected Users to process a limited number of orders with your trading partners using the Service. If you exceed the number of orders included in your Subscription package during any monthly Subscription Term, you agree to pay for the incremental orders at the rate specified in the Subscription package details. Fees for incremental orders will be charged to your credit card or other payment method on a monthly basis in arrears.

c. We will provide you with one or more user ID’s, initial passwords and/or other devices for Connected Users to access and use the Service. It is Client’s sole responsibility to keep all user IDs, passwords and other means of access to the portal and Logicbroker systems within the possession or control of Client’s administrators, employees and other Connected Users confidential and secure from unauthorized use.

d. As between the parties, Client shall be solely responsible for review and performance of all agreements, licenses and terms and conditions governing Client’s use and access to third party systems, including suppliers and trading partners with whom integration is sought to be maintained using the Service.

e. As between the parties, Logicbroker owns and shall retain all right, title, and interest in and to the Service, all components thereof, including without limitation all related applications, portal and other user interface designs, processes, software and source code, and any and all future enhancements or modifications thereto howsoever made, and all intellectual property rights therein (collectively, “logicbroker Technology”). Client data and documents uploaded to or transmitted through the Service (collectively, “Client Data”) shall remain the property of Client (or its respective third party owners if any) and shall not be considered logicbroker Technology.

f. Client and its Connected Users shall not redistribute for commercial purposes, reverse engineer, disassemble, transfer or use logicbroker Technology in any manner inconsistent with the terms of this Agreement and our Conditions of Use. You shall not use or assist or permit any third party to use logicbroker Technology to create, develop, market or sell any derivative work or product or service competitive with or performing similar functions to the Service. You shall not remove from any Service interface any Logicbroker or third party trademarks or copyright notices. You may not transfer your Logicbroker® dropship360™ Subscription, or share your Logicbroker® dropship360™ Subscription account with any third party.

 

4. Additional Services. This is a limited purpose Agreement for access to the Service, excluding optional services such as third party system integration, data mapping, consulting, technical support, custom interface configuration, programming, special reporting, other professional services and new logicbroker features. Such additional services may be offered by Logicbroker for additional charges and will be provided solely pursuant to separate written orders or agreements between the parties.

Thank you for choosing dropship360™ from Logicbroker.

LOGICBROKER, INC.