Logentic Platform Terms

1. These Logentic Platform Terms (the “Terms”) govern the products provided by Logentic Technologies, Inc. (“Logentic”), 33 rue Prince, Montreal, Quebec H3C 2M7, Canada, to the legal entity identified in the accepted order form or account registration (the “Customer”). The Customer represents that it acquires the services for business purposes. The individual accepting these Terms represents that they have authority to bind that entity. Authorized users, contractors, integrations, API clients and automated agents act on the Customer’s behalf within the permissions it grants. A user invitation, login or interface-language selection alone does not constitute organizational acceptance or confer contracting authority.

2. The agreement consists of these Terms and the documents expressly identified and provided to the Customer before acceptance, including the applicable order form, Customer Terms of Service, data-processing agreement, privacy policy and accepted product schedules. An order form controls its commercial values and provisions it expressly overrides. A data-processing agreement controls personal-information processing. An accepted product schedule controls its specific service, eligibility, benefit and fee terms. These Terms otherwise prevail over the Customer Terms of Service for the products covered here, including sections 11 and 22 on payment, renewal and termination. The Late-delivery Recovery Fee Agreement retains its authority, recovery and fee rules. Its liability and indemnity provisions remain applicable unless an authorized written amendment expressly adopts sections 24 and 25 of these Terms for recoveries. No general reference to these Terms changes that allocation. Mandatory law prevails. Standard terms in a Customer purchase order do not amend this agreement unless Logentic expressly accepts them in writing. Access alone does not activate optional services, additional fees or additional mandates.

1. Subject to the applicable agreement and fees, the Customer may use the products included in its plan or order form for its business operations during the agreed term. Enabled products may include inventory and warehouse management, purchasing and receiving, picking and packing, fulfillment, shipping, returns, support, claims administration, recoveries, analytics, integrations, Ask Logan, and workflow automation. An authorized warehouse operator or contractor may act for the Customer within its permissions; operating for separate customers or reselling access requires an applicable agreement.

2. Availability depends on the contracted plan, enabled products, integrations, and service eligibility. A description of a product does not promise an unreleased feature, custom integration, migration service, or future pricing model. Logentic may make reasonable technical changes but will not materially reduce paid core functionality during a paid term except where required by law or a third-party service change outside its reasonable control. Any expressly agreed service commitment remains applicable.

1. The Customer supplies accurate products, units, locations, opening balances, integration mappings, and operating instructions and ensures that its personnel or warehouse operator confirm physical receipts, counts, picks, and shipments. Inventory adjustments and connected-system updates can affect availability and business records. The Customer must authorize access appropriately; these responsibilities do not excuse Logentic from its own contractual obligations.

2. Purchase orders, supplier messages, discrepancy reports and credit requests are workflow records, not confirmation that a supplier accepted an order or issued or paid a credit. The Customer remains responsible for its commitments to suppliers and for authorizing communications. Migration, custom integrations, training and implementation services require agreement on the scope, deliverables, timetable, fees and dependencies on the Customer. Customer delays reasonably extend affected delivery dates; additional work requires an agreed change order. Any repayment of a waived or discounted implementation fee must be expressly stated and quantified in the order form, reflect the agreed unamortized discount, and exclude termination caused by Logentic’s uncured material breach. No unspecified onboarding charge becomes payable merely because a subscription ends.

3. The Customer determines its lawful return policy, who pays for shipping, the inspection process and the available remedies. Return authorization, labels, receipt, and disposition do not themselves issue a refund or store credit. Recording a refund is distinct from executing it through an expressly enabled and authorized integration. Operational analytics, warehouse cutoffs, and customer-configured targets are not guarantees of on-time delivery, complete orders, profitability, or outcome-based pricing.

1. The Customer is responsible for use of its workspace by its authorized employees, contractors, agents, integrations and API clients, and for maintaining appropriate access controls. Each individual must use a distinct account; shared logins are not permitted. The Customer must maintain accurate legal, billing, tax and contact information and at least one active owner or administrator able to receive notices. Section 18 governs responsibility for compromised accounts and does not make the Customer responsible for Logentic’s own breach.

2. Workspace roles determine permitted operational actions, including carrier connections, label purchases, wallet use, automations and API-key management. The Customer must assign roles correctly and promptly remove unnecessary access. Logentic may reasonably rely on an operational instruction received through an authorized account unless it knows that instruction is unauthorized. Authority to accept a new agreement, increase a contractual commitment or grant a separate mandate must be established under section 1; an operational administrator role alone does not establish that authority.

1. The Customer may connect its own carrier accounts or use a carrier account or reseller arrangement that Logentic makes available. The Customer represents that it owns or is authorized to administer each connected carrier account, that its use complies with the applicable carrier agreement, tariff, and account restrictions, and that it will disclose negotiated terms or exclusions that materially affect rating, service levels, or eligibility.

2. The Customer authorizes Logentic to access connected carrier systems to rate shipments, purchase and void labels, transmit manifests, schedule pickups, retrieve tracking events, retrieve invoices and adjustments, and perform the other operations the Customer enables. This authority is limited to the Customer's own accounts and data, is non-exclusive, and ends when the connection or the service ends, subject to work already in progress and lawful record retention. Logentic may use vetted service providers to perform technical parts of these operations without expanding the Customer's grant of authority.

1. A label purchased through the platform is a purchase of carrier transportation, not a Logentic transportation service. When the Customer, an authorized user, a rule, an integration, or an agent buys a label, the Customer authorizes the resulting charge and is responsible for paying it. "Shipping Charges" include base transportation charges, accessorial and surcharge amounts, fuel, peak, residential, address-correction, oversize, and dimensional charges, duties, taxes, brokerage, customs and clearance fees, insurance where purchased, return and disposal charges, and any other amount a carrier assesses for a shipment.

2. Carriers commonly re-rate shipments after pickup based on their own measurement of weight, dimensions, service, zone, address type, or accessorials. The Customer is responsible for these adjustments even when they appear after the original charge and authorizes Logentic to bill or draw down the difference. Void, refund, and unused-label credits follow the carrier's rules and timelines and are not guaranteed. The Customer is responsible for accurate weights, dimensions, contents, declared values, addresses, customs data, restricted-goods screening, packaging, and service selection, and for any penalty, fine, seizure, or additional charge caused by inaccurate or non-compliant shipment data.

3. The Customer must verify tariff classification, origin, customs value, importer details, and the allocation of duties and brokerage for the chosen service. Catalog cost, declared value, and a protection limit are not interchangeable. A duty estimate or duty-inclusive quote has only the scope expressly stated in that offer and does not eliminate lawful customs adjustments or make Logentic the importer of record.

1. Rates shown in the platform are the Customer's price for the applicable shipment at the time of quotation. Where Logentic resells transportation or provides access to a Logentic-negotiated or reseller account, the displayed rate may include a margin, platform component, or per-label fee retained by Logentic. Logentic is not obliged to disclose its own carrier cost, contract, or margin, and no rate display creates an obligation to offer a particular carrier cost. Where the Customer connects and uses its own directly negotiated carrier account, that account's rate applies and Logentic charges only the fees stated in the order form.

2. A quotation may change before purchase because of carrier tariffs, surcharges, exchange rates or corrected shipment data. The purchase confirmation identifies the selected service, currency and initial price; later adjustments must relate to that shipment and the applicable carrier rules or disclosed pricing formula. Logentic may not add an undisclosed retroactive platform fee or margin increase to a completed purchase. Any conversion rate or conversion fee must be disclosed before the affected purchase. Logentic does not guarantee the lowest available rate; the Customer selects its carrier and service.

1. Logentic is not a carrier, freight forwarder, customs broker, or warehouse operator and does not take physical custody of goods under these Terms. The applicable carrier agreement governs transportation and carrier liability. Providing software, a label, or claims assistance does not by itself make Logentic the transporter, customs representative, or importer of record.

2. To the extent permitted by law, Logentic does not guarantee a carrier's performance or decision on loss, damage, theft, delay, delivery, customs clearance, or a carrier claim. Declared value is not, by itself, insurance. Separately purchased Package Protection is distinct from a carrier's declared-value benefit and is addressed in the Package Protection section. These carrier exclusions do not remove Logentic's own express obligations, including an agreed reimbursement, or liability that cannot lawfully be excluded. Estimated delivery dates, operational targets, and scores are informational rather than guaranteed outcomes.

1. Package Protection is an optional, separately charged benefit for eligible shipments. Before a purchase or automatic-purchase setting is accepted, the applicable product schedule must identify the benefit provider, any insurer and administrator, covered events, exclusions, valuation basis, territory, limits, fees, taxes, currency, claim procedure and deadlines, cancellation and refund terms, and who is responsible for paying an approved benefit. The purchase confirmation identifies the shipment and accepted limit. A label purchase or declared-value entry alone does not purchase protection. A stated maximum limits the benefit; it is not an agreed value or a guaranteed payment. Package Protection may be offered only where the applicable product and distribution arrangements permit it.

2. Selection may be manual or under an automatic-purchase setting the Customer expressly enables. The setting does not override shipment eligibility or an accepted limit. Disabling it affects future purchases, not already purchased benefits. A carrier claim, carrier insurance, and Package Protection are separate; the name of this product does not determine its legal or regulatory classification or establish that an insurance policy was issued.

3. For questions or a claim, contact support@getlogentic.com with the shipment reference, evidence of value and loss or damage, and any related carrier recovery. The applicable accepted offer governs assessment and payment. Logentic will not rely on an exclusion, shorter claim deadline, or reduced benefit introduced after purchase to deny an existing entitlement. Total compensation for the same loss is subject to the accepted benefit and applicable law; duplicate recoveries must be disclosed and reconciled.

4. An expressly payable Package Protection benefit is a contractual payment obligation, not damages subject to the general liability cap. Its amount remains governed by the accepted product schedule and shipment limit. The Customer must preserve evidence and disclose other compensation for the same loss. Any deduction, assignment of recovery rights or subrogation is limited to the accepted schedule and applicable law. Logentic may investigate suspected fraud and request reasonably necessary evidence; it may not introduce adverse exclusions or shorter deadlines after purchase. The applicable schedule must resolve material eligibility and coverage terms before purchase.

1. The Shipping Wallet is a prepaid balance applied to authorized Shipping Charges and related shipping-platform amounts, including separately purchased Package Protection where offered. Logentic may apply the balance to properly incurred purchases, adjustments, and reconciliations. The balance does not earn interest and is not offered as a savings account or transferable payment service. It cannot pay unrelated subscriptions or AI usage unless expressly agreed. The applicable purchase identifies the currency; a displayed currency does not authorize an undisclosed conversion.

2. Wallet deposits are non-refundable and may be used only for the authorized shipping purposes described in this section. They are not redeemable for cash, transferable to another customer or available to pay unrelated services unless Logentic expressly agrees in writing. This restriction applies to unused amounts as well as partially used deposits. Exceptions apply to duplicate or erroneous charges, an express contractual reimbursement obligation, or a refund required by law. Logentic may grant a discretionary refund without creating an obligation to grant another. Automatic reloads require the Customer’s express activation of disclosed amounts and thresholds and may be disabled for future purchases. Insufficient funds permit Logentic to decline a purchase or require additional funding. Cash-funded balances and promotional credits must be separately identified; carrier credits follow the applicable carrier rules and are posted when received and reconciled. Logentic remains responsible for correcting its own billing errors.

3. On suspension, termination or account closure, Logentic will reconcile the wallet against properly incurred Shipping Charges, authorized purchases and documented carrier adjustments, including adjustments received after closure. The Customer remains liable for a valid shortfall. Ending the service or closing the account does not itself create a right to a cash refund of an unused balance. On request, Logentic will provide a statement of deposits, charges, credits and the remaining balance. Any expiry or forfeiture must be disclosed in the terms applicable when the balance is funded or granted and must be lawful; non-refundability alone does not authorize undisclosed expiry, conversion or unrelated deductions. Promotional credits follow their separately disclosed conditions. This section does not permit Logentic to withhold an expressly payable Package Protection benefit, earned recovery, contractual refund or other amount required to be paid to the Customer, or to avoid mandatory safeguarding or reimbursement obligations.

1. The accepted order form or purchase confirmation identifies the products, term, price, usage limits, currency, billing interval and payment due dates. Published pricing applies only to the offer accepted by the Customer; later website changes do not amend a committed price. Fees are due in advance for subscriptions and at purchase for prepaid transactions; invoiced amounts are due within 30 days unless the accepted order form states otherwise. A trial converts to paid service only if its duration, conversion date, price, billing interval and cancellation method were disclosed and accepted in advance. Fixed subscription fees remain unchanged during the committed term, except for disclosed overages, an agreed plan change or an additional purchase. Renewal increases require at least 45 days’ advance notice; otherwise the existing price applies until the Customer has received that notice and a reasonable opportunity to decline renewal. Variable carrier rates remain subject to section 7.

2. The Customer authorizes Logentic and its payment processor to charge the designated payment method for amounts properly due for accepted subscriptions, authorized Shipping Charges and adjustments, expressly enabled reloads and other purchased services. This authorization survives termination only for amounts properly incurred under the agreement and remains subject to payment-network rules and any required authentication or separate debit mandate. Fees exclude applicable taxes, other than taxes on Logentic’s net income. Overdue undisputed amounts may bear simple interest at 18% per year, equivalent to 1.5% per month without compounding, or the lawful maximum if lower, plus reasonable documented collection costs to the extent recoverable by law. The Customer should dispute an invoice in reasonable detail within 30 days of receipt and pay the undisputed balance; this review period does not extinguish statutory rights or claims for fraud, hidden errors or an amount not legally owed. Logentic will provide reasonable supporting records. A chargeback does not extinguish a valid underlying debt, but Logentic will not duplicate an unresolved disputed charge contrary to payment rules. Refund rights expressly provided by this agreement or law prevail.

3. Software subscriptions, shipping charges and retained shipping margin, Package Protection, AI usage, and recovery fees are separate commercial components. Only the disclosed charges for purchased or authorized services apply. Included AI credits, metering, overages, renewal, expiry, and any reload follow the accepted plan or purchase offer, not an undisclosed provider cost. Enabling one product does not authorize unrelated paid products.

1. For supported labels sold through Logentic-managed accounts, Logentic administers eligible carrier claims within the accepted service and the authority granted by the Customer. The Customer must provide timely, accurate evidence and reasonable cooperation. For a Customer's own carrier account, the Customer remains responsible for claims unless Logentic separately accepts that mandate. Carrier eligibility, amounts, and decisions are determined under the applicable carrier arrangement; Logentic does not guarantee a carrier recovery.

2. The Late-delivery Recovery Fee Agreement governs its limited mandate, Confirmed Net Recovery, success fee, and reversals. Estimates, submissions, and approvals not meeting that agreement's confirmed-recovery definition do not by themselves create a billable recovery. A status shown in the platform is not proof that money was received. Package Protection benefits are assessed under the accepted protection offer, separately from a carrier refund. No clause authorizes Logentic to waive Customer rights, settle a dispute, or redirect Customer funds beyond the accepted mandate.

1. The platform can run rules that create shipments, apply carrier or service selection, raise exceptions, open tickets, and send email or SMS messages to the Customer's staff and to shipment recipients. The Customer configures these rules and remains the sender and the party responsible for the content, timing, frequency, accuracy, and legality of every message sent from or on behalf of its workspace, including a message triggered automatically.

2. The Customer must establish and retain evidence of the consent or applicable exemption, sender identification and other lawful basis required for each message, including under Canada’s anti-spam legislation and applicable privacy and telecommunications rules. An operational or transactional label does not itself establish an exemption, and promotional content may change the applicable requirements. The Customer must honour applicable unsubscribe and stop requests, use current suppression lists, and provide relevant compliance evidence on reasonable request. Logentic may verify senders, limit volume or suspend messaging where reasonably necessary to prevent unlawful sending, abuse or loss of provider access. The Customer is responsible for disclosed messaging charges and documented provider assessments caused by its breach, only to the extent lawfully recoverable. Each party remains responsible for its own statutory duties and conduct.

1. Ask Logan and other AI-assisted features generate answers, summaries, drafts, suggested automations, and analyses from the Customer's workspace data and prompts, using Logentic's systems and third-party model providers. AI output is probabilistic and may be incomplete, out of date, or wrong. It is provided for operational assistance only and is not legal, tax, accounting, customs, regulatory, insurance, or other professional advice.

2. The Customer must review AI output before relying on it for material shipment, financial, customer-facing, compliance or contractual decisions. Where an enabled automation executes actions, the Customer must review its configuration, permissions and applicable purchase settings before activation and monitor its operation. AI output may be similar to output provided to others and may not qualify for intellectual-property protection. As between the parties, the Customer may use output generated for it, subject to law, third-party rights and these Terms; Logentic retains its underlying technology. Customer Data, prompts, attachments, voice records and output remain subject to sections 16 to 18. Logentic will not use them, or authorize model providers to use them, to train publicly available foundation models. The applicable data-processing arrangements must govern processing and retention by model providers. This clause does not authorize undocumented retention or training practices by model providers.

3. Ask Logan may use authorized workspace records, chat and, where enabled, voice or transcripts. A suggestion or draft does not authorize a shipment purchase, inventory change, claim, refund or external message. Execution requires a supported action and the applicable user permission, express instruction or previously enabled automation. The Customer may revoke future automation authority through the available controls or by notice; revocation does not cancel actions already properly committed. Logentic remains responsible for respecting those permissions and its express security, confidentiality and service obligations.

1. Logentic may issue API keys and provide public endpoints, webhooks, and integrations with commerce platforms, carriers, messaging providers, and other third-party services. API keys are the Customer’s credentials. The Customer is responsible for issuing the keys, defining their permissions, rotating and revoking them, and for every request made with them. It is also responsible for any automated agent, script or third-party application it authorizes to act in its workspace. Logentic may apply rate limits, quotas, versioning, deprecation windows, and abuse controls, and may suspend a key that threatens the service.

2. Independent third-party products selected by the Customer are supplied under their providers’ terms. The Customer is responsible for its authorizations and lawful instructions to exchange data. Logentic does not warrant the availability or performance of those independent products. Logentic remains responsible for its own integration obligations and for subcontractors it appoints to perform its contractual obligations, subject to section 24. If a change by a third party materially prevents provision of an affected paid core service, Logentic will use commercially reasonable efforts to provide a workaround and notify the Customer. If no reasonable substitute is available within 30 days, either party may end that affected service, and Logentic will refund prepaid unused fees for it. This does not require Logentic to continue unlawful or unavailable third-party access.

1. The Customer retains its rights in data submitted to or generated for it through the service, including its operational records (“Customer Data”). The Customer grants Logentic a non-exclusive licence to host, reproduce, process, transmit and display Customer Data only as necessary to provide, secure, support and bill for the contracted service, carry out documented lawful instructions and comply with law. Logentic may use aggregated service statistics for improvement and analytics only if they do not identify the Customer or an individual, reveal confidential business information or permit re-identification. De-identification alone does not remove information from applicable privacy law; any reliance on anonymization must meet that law. This licence does not authorize selling Customer Data, unrelated advertising, or training contrary to section 14.

2. Each party must comply with privacy law applicable to its actual role, including Québec private-sector privacy law and PIPEDA where applicable. For recipient, employee and other personal information processed on the Customer’s behalf, Logentic acts on documented instructions under this written service mandate and any accepted data-processing agreement. It must limit use to the mandate, restrict access to personnel bound by confidentiality, implement appropriate safeguards, and not retain the information after the mandate except as lawfully required or during documented restricted backup-deletion cycles. Logentic must notify the Customer’s privacy contact without delay of a violation or attempted violation of confidentiality obligations concerning that information, provide available material details and reasonable cooperation, and permit legally required confidentiality verification under reasonable safeguards for other customers’ data and security. Each party remains responsible for notices it is required to give to regulators and individuals. Logentic must impose corresponding written obligations on its subprocessors and remains responsible for their performance of the delegated obligations. The mandate continues during the limited post-termination export period in section 22 solely to preserve and return data as authorized; subsequent deletion remains subject to applicable law.

3. The processing schedule must identify relevant data and persons, purposes, subprocessors, locations, retention and deletion periods, security measures and assistance with individual requests. Before processing outside Québec, each party must complete the assessment and written transfer arrangements required of it by law; Logentic will provide reasonably necessary information about its processing chain. The privacy policy at https://www.getlogentic.com/privacy describes Logentic’s own account, billing and website processing and does not expand the Customer’s processing mandate. Carrier and other provider roles depend on their actual functions. The Customer supplies required notices and lawful permissions, and must not submit sensitive information outside the supported scope. A separate compliant schedule is required before processing subject to additional territorial or sector-specific requirements that the existing agreement does not address.

1. Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under these Terms. It will disclose that information only to personnel and service providers who need it and are bound by comparable obligations, or as required by law. Where disclosure is required by law, it will give prompt notice if legally permitted. Information that becomes public without breach, is already known without a duty of confidence, or is independently developed is not confidential information.

2. Logentic and its licensors retain all rights in the platform, software, models, rules, designs, documentation and underlying technology. The Customer receives only the access rights expressly granted. Except as permitted by non-waivable law or written agreement, the Customer must not copy, resell, sublicense, reverse engineer or scrape the platform, circumvent access restrictions, publish confidential performance tests, remove proprietary notices or use Logentic’s confidential information or technology to build a competing product. These restrictions do not prevent authorized Customer Data export or lawful use of the Customer’s own records and know-how. Logentic may use voluntarily supplied feedback without compensation, but the feedback licence does not authorize disclosure of Customer confidential information or additional use of personal information. Logentic may identify the Customer by name and logo in a factual customer list, subject to brand guidelines and withdrawal by written notice; any endorsement or case study requires separate permission.

1. Logentic will maintain administrative, technical and organizational safeguards proportionate to the information and risks, including access controls, separation of customer workspaces, protection of credentials, encryption where appropriate, and security logging, as further specified in the applicable security schedule. Logentic may update those measures without materially reducing the overall level of protection during the term. No system is guaranteed free of security incidents. Credentials must be provided only through approved secure authentication flows; Logentic will not request passwords, payment secrets or one-time authentication codes through ordinary support messages or screenshots. Incident notice and cooperation are governed by section 16 and the applicable data-processing agreement.

2. The Customer must protect its passwords and authentication factors, enable available account protections, limit access to authorized personnel, supply credentials only through Logentic's approved secure flows, and notify Logentic promptly of a suspected compromise. The Customer remains responsible for activity conducted through its accounts and keys until it notifies Logentic, except to the extent caused by Logentic's own breach of its security obligations. Logentic may rotate or revoke tokens, force re-authentication, pause a connection, or restrict a user, key, or workspace where reasonably needed to protect the Customer, another customer, a carrier or provider, or the service.

1. The Customer must use the platform lawfully for its permitted business operations. It must not ship or facilitate prohibited, counterfeit, stolen or sanctioned goods, or restricted or dangerous goods without all required permissions, packaging, documentation and carrier acceptance. It must not evade carrier rules, tariffs, embargoes, customs obligations, export controls or sanctions; misrepresent weights, dimensions, contents, values or shipper identity; or defraud a carrier, recipient, insurer, payment provider or Logentic.

2. The Customer must not interfere with or overload the platform, attempt unauthorized access, probe or test its security without written authorization, circumvent rate limits or usage controls, access another tenant's data, or use the platform to build a competing service. The Customer must not resell, white-label, or provide platform access to a third party unless the order form permits it. Logentic may investigate suspected misuse and may restrict, suspend, or terminate access where misuse is reasonably suspected, with notice where practicable and lawful.

1. Logentic may identify specific optional features as beta, preview, early access, pilot, or prototype before they are enabled. Such features may be incomplete, unstable, changed, or withdrawn, subject to the applicable agreement and law. Inventory, warehouse, fulfillment, and other contracted production products are not beta merely because of their product category.

2. Unless expressly agreed, a clearly identified beta feature is outside production availability and support commitments. The Customer should maintain appropriate backups and should not rely on experimental output for regulated, financial, or safety-critical decisions. Beta status does not waive confidentiality, applicable data-protection duties, expressly agreed obligations, or liability that cannot lawfully be excluded.

1. Logentic will use commercially reasonable efforts to keep the platform available and to respond to support requests during its published support hours, through support@getlogentic.com or the support tools within the platform. Availability excludes planned maintenance, urgent maintenance, and events outside Logentic's reasonable control, including carrier, payment, messaging, hosting, model-provider, and network outages. Unless an order form contains a written service-level commitment with a stated remedy, no availability target or response time is guaranteed and no service credit is owed.

2. Carrier availability, service levels, rate access and API behaviour may change outside Logentic’s reasonable control. Logentic may adjust the affected carrier or integration accordingly, subject to its own express obligations and the remedy for the affected service in section 15. No guarantee of continued access to a particular carrier is given unless expressly agreed. The Customer is responsible for maintaining an alternate shipping method for business continuity.

1. Logentic may suspend the affected service, account, connection or credential when reasonably necessary to address a material security, fraud, legal or carrier-compliance risk, protect other customers, or comply with a lawful provider or authority requirement. Immediate action is permitted where delay would materially increase that risk. For non-payment, suspension requires an overdue undisputed amount and at least 10 days’ written notice identifying the amount and proposed suspension. For other remediable breaches, Logentic will give reasonable notice and an opportunity to cure where practicable. Suspension must be proportionate; Logentic will explain the basis where lawful and restore service promptly after the cause is resolved. The Customer remains liable for committed fees during a suspension caused by its breach, subject to mandatory law, agreed credits and mitigation. Suspension does not authorize retaining Customer funds or data contrary to sections 10 and 16.

2. The initial term and any renewal are those expressly accepted in the order form. Unless otherwise expressly agreed, a monthly subscription renews monthly and may be cancelled for the end of the current billing period; a committed annual or other fixed term renews for the same duration, not exceeding one year, unless either party gives at least 30 days’ notice of non-renewal. A notice given earlier remains valid. Committed fees are not cancellable solely for convenience, subject to the Customer’s lawful termination rights. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately where the breach is incapable of cure and termination is legally justified. Insolvency-related rights are subject to applicable insolvency law. On valid termination for Logentic’s uncured material breach, it will refund unused prepaid fees for the affected service. On termination for the Customer’s breach, accrued fees remain due; any claim for future committed fees or disclosed implementation-discount repayment is subject to applicable law, mitigation, saved costs and no double recovery. Earned shipping and recovery charges and existing protection entitlements survive. For 30 days after termination, the Customer may request a standard export of its available data, subject to security and lawful restrictions; any paid custom migration requires a separate agreement. Outstanding fees do not extinguish statutory access rights. Data deletion follows section 16; wallet reconciliation follows section 10. Obligations intended by their nature to survive remain effective.

1. Logentic will provide the contracted service with reasonable skill and care and in material conformity with the applicable documentation and express commitments. The Customer must promptly report a material non-conformity with sufficient information for investigation. Logentic will use commercially reasonable efforts to correct it or provide a reasonable workaround. If it cannot do so within a reasonable period, the Customer may exercise the applicable termination and refund rights in section 22. Except for these express commitments and warranties that cannot lawfully be excluded, the service, third-party information and AI output are provided as available, without implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Section 25 governs the express intellectual-property indemnity.

2. Logentic does not guarantee uninterrupted or error-free operation, the accuracy of third-party data or AI output, message delivery, carrier performance, a successful claim or recovery, or any particular commercial result. These exclusions do not override an express service, security, privacy, payment or indemnity obligation, and do not exclude liability that cannot lawfully be excluded.

1. Subject to the exceptions below and to mandatory law, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill or business opportunity, even if foreseeable. Reasonable direct costs of restoring Customer Data or responding to a confidentiality or security breach caused by a party’s breach are not excluded solely because they concern data. Amounts payable to third parties under section 25 are governed by that indemnity and the applicable cap, rather than this exclusion. The Customer remains responsible for Shipping Charges, duties, taxes and carrier adjustments it would properly have incurred regardless of any Logentic breach. Logentic is not responsible solely by reason of a carrier’s failure to transport goods, but remains responsible for its own breach. Each party must mitigate avoidable loss.

2. For claims governed by these Terms, the “General Cap” is the greater of CAD $5,000 and the subscription and platform service fees paid or payable for the affected services in the 12 months preceding the first event giving rise to liability. It excludes Shipping Charges, wallet deposits, taxes, carrier or provider pass-through amounts, protection premiums or benefit funding, and recovered Customer funds. Each party’s aggregate liability is limited to the General Cap, except that liability for confidentiality, personal-information or security breaches, and Logentic’s intellectual-property indemnity under section 25, is subject to an aggregate cap of twice the General Cap (the “Enhanced Cap”). The Enhanced Cap is a total ceiling for all capped claims combined, not an additional allowance. Defence costs and settlements count toward the applicable cap. These limits apply across contract, extra-contractual liability, negligence and other legal theories, and cannot be multiplied by users, workspaces, affiliated claimants, claims or related agreements addressing the same loss. The Recovery Fee Agreement’s separate allocation remains subject to section 1; no party may recover the same loss twice.

3. Neither the damage exclusions nor the caps limit: (a) the Customer’s obligation to pay amounts properly due; (b) the Customer’s indemnity under section 25 or its infringement or misappropriation of Logentic’s intellectual property; (c) an express obligation to return a refundable cash balance, remit Customer funds or an earned recovery, pay an accepted Package Protection benefit, or provide an agreed refund or credit; or (d) liability that cannot lawfully be limited, including material injury caused by intentional or gross fault and bodily or moral injury under article 1474 of the Civil Code of Québec. A benefit or refund remains subject to its own agreed amount and conditions. No limitation binds a regulator or an individual who is not a party, or removes a non-waivable remedy. Confidentiality, data and security claims are not otherwise unlimited merely because of their subject matter.

1. The Customer will defend and indemnify Logentic and its officers, directors and personnel against third-party claims to the extent caused by the Customer’s unlawful shipments, inaccurate or unlawfully supplied shipment data or materials, infringement by Customer materials, unauthorized instructions, breach of carrier or messaging terms, or other material breach of its obligations under these Terms. This covers damages finally awarded, settlements approved under this section and reasonable defence costs. Fines, penalties and regulatory assessments are included only to the extent legally transferable and caused by the Customer’s breach. Ordinary permitted use of AI output or an integration does not alone trigger indemnity. The Customer is not responsible to the extent the claim is caused by Logentic’s breach, negligence, intentional or gross fault, or other conduct for which liability cannot lawfully be shifted.

2. Subject to the Enhanced Cap in section 24, Logentic will defend the Customer against a third-party claim that the contracted production platform, as supplied by Logentic and used as permitted, infringes a Canadian or United States patent, copyright or trademark, or misappropriates a trade secret, and pay damages finally awarded and approved settlements. The obligation excludes claims caused by Customer Data, Customer modifications, independent third-party products, separately identified beta features, or combinations or uses not supplied or authorized by Logentic, but only to the extent the claim would not otherwise have arisen. If use is enjoined or reasonably likely to be enjoined, Logentic may obtain rights allowing continued use of the service, modify or replace the affected service without materially reducing its contracted function, or terminate it and refund unused prepaid fees for the affected service if the other options are not commercially reasonable. This section provides the contractual remedy for covered infringement claims, subject to mandatory law and express termination rights.

3. The indemnified party must give prompt written notice, reasonable cooperation at the indemnifying party’s expense, and control of the defence to the indemnifying party using competent counsel. Late notice reduces the obligation only to the extent of material prejudice. The indemnified party may participate through its own counsel at its own expense, except where a conflict requires separate representation under applicable law. No settlement may admit its fault, require a payment by it, impose a non-monetary obligation or fail to release it fully from the covered claim without its prior written consent, not unreasonably withheld. If the indemnifying party fails to assume a required defence after reasonable notice, the other party may defend reasonably and recover covered costs, subject to the applicable cap. These procedures do not expand the underlying indemnity.

1. Each version in force must state its version identifier and effective date and be available for the Customer to retain. Logentic may propose changes by notice describing their material effect. Except for changes required sooner by law, adverse material changes require at least 30 days’ advance notice and take effect no earlier than the next renewal unless an authorized Customer representative expressly agrees otherwise. Where renewed acceptance is required, continued use is insufficient. Material changes to payment mandates, optional services, data use or liability must be expressly identified. No change applies retroactively to a purchase, claim, accrued right or existing payment authorization. Disclosed transaction-specific carrier changes remain subject to sections 6 and 7.

2. Acceptance may be evidenced by an authorized signature or an affirmative electronic acceptance identifying the Customer and accepting representative, the applicable terms and incorporated documents, their version or retained copy, the time, the agreement language and any required French-version delivery and subsequent express language choice. Electronic records are admissible to the extent permitted by law, subject to contrary evidence; they are not conclusive merely because Logentic generated them. Invitations and SSO access do not replace the required acceptance on the Customer’s behalf. Logentic will retain the accepted version and provide a copy on reasonable request to legal@getlogentic.com. Separate service and payment mandates remain separately evidenced where required.

1. Where section 55 of Quebec's Charter of the French language applies, the French agreement and required related documents must be provided before an express choice to contract in another language. Both language versions of these Terms are available from this page. Choosing an interface language is not, by itself, a choice of contract language. The applicable acceptance flow or signed agreement must establish the required language choice; neither this page nor a general waiver substitutes for that process.

2. These Terms are governed by Quebec law and applicable federal Canadian law. Subject to mandatory rules, the parties submit to the courts of the judicial district of Montreal. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The French and English texts are intended to have equivalent meaning; mandatory language rules prevail. The Quebec Consumer Protection Act and other applicable mandatory protections apply notwithstanding the intended business-only scope, and no non-waivable right or remedy is excluded.

1. Legal notices, non-renewal notices and termination notices may be sent to the designated notice email in the order form or, for Logentic, to legal@getlogentic.com with a copy to support@getlogentic.com, or by tracked delivery to Logentic Technologies, Inc., 33 rue Prince, Montreal, Quebec H3C 2M7, Canada, Attention: Legal. Notices to the Customer are sent to its designated legal or billing contact. Email is deemed received on the next business day after transmission unless delivery fails; tracked delivery is effective on recorded receipt. A business day excludes weekends and statutory holidays in Québec. Service and security alerts may also be delivered through the workspace. These arrangements do not replace mandatory incident-notification requirements or formal service of proceedings. Each party must keep its notice details current.

2. An unenforceable provision is severed or limited only as permitted by law; the remaining agreement continues. A failure to enforce is not a waiver. The Customer may not assign the agreement without Logentic’s consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all its relevant business that assumes all obligations and is not a Logentic competitor. Logentic may assign to an affiliate or such a successor on written notice, provided the assignment does not materially diminish the Customer’s contractual rights. Logentic may subcontract performance without being relieved of its obligations. A party affected by an event beyond its reasonable control must promptly notify the other and mitigate the impact; relief applies only to the extent performance is prevented and does not excuse accrued payment obligations. A supplier outage is not automatically force majeure. If an affected paid core service remains unavailable for 30 consecutive days, the Customer may terminate it and obtain a refund of prepaid unused fees. The agreement creates no partnership, employment or agency beyond the express limited mandates. Logentic’s indemnified personnel may benefit from section 25; otherwise there are no third-party beneficiaries. The documents identified under section 1 constitute the entire agreement for their subject matter, subject to express amendments and mandatory law.

3. Agreement acceptance occurs through the applicable authorized signing or product flow, not by viewing this page. A person accepting for a Customer must have authority to bind it. Required delivery of the French version and any express English-language choice remain subject to applicable law.