Logentic Shipping Platform Terms

These Shipping Platform Terms (the "Terms") govern the Logentic Shipping platform provided by Logentic Technologies, Inc. ("Logentic"), with its registered office at 33 rue Prince, Montreal, Quebec H3C 2M7, Canada, to the business identified in the applicable order form or Logentic workspace (the "Customer"). The Terms apply to every workspace, user, integration, API client, and automated agent that accesses the platform for the Customer. A person who accepts these Terms represents that they are authorized to bind the Customer.

These Terms operate together with Logentic's Customer Terms of Service, privacy policy, any applicable data-processing terms, the Late-delivery Recovery Fee Agreement, and the Customer's order form. Where those documents conflict for the Shipping platform: the order form controls agreed commercial values; the Recovery Fee Agreement controls recovery evaluation, claim authority, and success fees; these Terms control the Shipping platform workflow; and the Customer Terms of Service control everything else, including subscription term, renewal, and general contracting matters not addressed here.

Subject to these Terms and payment of applicable fees, Logentic grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Shipping platform during the subscription term for the Customer's own internal business operations. The platform may include shipment creation and rating, label purchase, manifests and pickups, tracking and exception monitoring, staff and recipient notifications, claims and recovery workflows, shopper-care tickets, analytics, integrations, and Ask Logentic.

Logentic may add, change, deprecate, or remove features, screens, carriers, integrations, and workflows, and may set reasonable technical limits on volume, storage, requests, retention, seats, and concurrency. Logentic will not make a change that materially reduces the core Shipping functionality the Customer has paid for during a paid term, except where a carrier, provider, or applicable law requires it. Feature availability may depend on the Customer's plan, enabled modules, and connected carriers.

The Customer is responsible for every action taken through its workspace, including actions by its employees, contractors, agents, integrations, API clients, and automated agents. Each individual must use a distinct account, and shared logins are not permitted. The Customer must keep accurate legal, billing, tax, and contact information and maintain at least one active owner or administrator who can receive service, security, and billing notices.

Workspace roles determine what a user may do, including connecting carriers, buying labels, moving wallet funds, changing automations, issuing API keys, and accepting agreements. The Customer is responsible for assigning roles correctly and for removing access promptly when a person no longer needs it. Logentic may treat an instruction received from an owner or administrator account as an authorized instruction of the Customer and may act on it, unless Logentic has actual knowledge that the instruction is unauthorized.

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.

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.

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.

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.

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.

A quoted rate is an estimate until a carrier accepts and rates the shipment. Rates may change without notice because of carrier rate changes, surcharges, currency conversion, service or zone changes, or corrected shipment data. Currency, conversion, and rounding follow the configuration on the Customer's account. Logentic does not warrant that a displayed rate is the lowest available rate for a shipment, and the Customer remains responsible for choosing its carrier and service.

Logentic is not a carrier, freight forwarder, customs broker, or common carrier, and does not take custody of, transport, handle, store, or insure any shipment. The carrier's own tariff, contract of carriage, service guarantee, liability limits, and claim procedures govern the movement of every shipment and the Customer's remedies for transportation problems.

Logentic is not responsible for loss, damage, theft, delay, misdelivery, non-delivery, customs seizure, refusal, return, spoilage, or any other transportation outcome, or for a carrier's service change, embargo, suspension, capacity limit, rate change, account decision, or claim denial. Declared value is not insurance unless the Customer purchases an insurance product and meets its terms. Any Logentic estimated delivery date, transit time, service-level indicator, exception flag, or risk score is an operational signal derived from carrier data and is not a guarantee or a service commitment by Logentic.

Where the Customer funds a prepaid balance (the "Shipping Wallet"), that balance is a deposit held solely to pay Shipping Charges and related platform amounts. Logentic may automatically draw down the Shipping Wallet when a charge is incurred, scheduled, adjusted, or reconciled, without prior notice. Wallet funds have no cash value, do not bear interest, are not a deposit account or stored-value instrument, and may not be used for subscription fees, storage, product purchases, or other non-shipping amounts unless Logentic states otherwise in writing.

If the balance is insufficient, Logentic may decline or hold shipment creation, charge the Customer's default payment method, or require an additional deposit. Deposits are non-refundable, except where Logentic fails, solely through its own fault, to apply allocated funds to a shipment, in which case the unused amount may be re-credited to the Shipping Wallet, and except where a refund is required by applicable law. After twelve consecutive months without shipping activity, Logentic may convert a remaining balance to a non-cashable credit usable only for future Shipping Charges. On termination, a remaining balance is applied to amounts owing and any residual is forfeited except where applicable law requires otherwise.

The Customer's plan, subscription fee, seat or usage limits, per-label or per-transaction fees, billing interval, currency, and any trial are set out in the order form, the in-product plan selection, or Logentic's then-current published pricing. A trial converts to a paid subscription at the end of the trial period unless the Customer cancels before it ends. Logentic may adjust fees for a renewal term, or where the Customer exceeds a stated limit, changes plan, or enables an additional module, with the notice required by the Customer Terms of Service.

The Customer authorizes Logentic and its payment processor to charge the payment method on file, off-session and without further authorization, for subscription fees, Shipping Charges, carrier adjustments, wallet top-ups where enabled, platform fees, applicable taxes, and any other amount owing under these Terms. Fees are exclusive of taxes, and the Customer is responsible for all applicable sales, use, value-added, GST/HST, QST, and similar taxes, excluding taxes on Logentic's net income. Undisputed amounts not paid when due may bear interest at 1.5% per month, or the highest rate permitted by law if lower, and the Customer is responsible for reasonable collection costs. Fees paid are non-refundable except where these Terms or applicable law expressly require a refund. A payment dispute should be raised with support@getlogentic.com before a chargeback so the underlying charge can be reviewed; this does not restrict a good-faith chargeback right.

The platform may help the Customer prepare, submit, track, and reconcile carrier claims and late-delivery recovery opportunities. A claim finding, eligibility signal, or recovery estimate is an operational assessment based on the data and rules available at the time. The carrier makes the final decision on eligibility, amount, form, and timing of any credit or reimbursement, and Logentic does not guarantee that a claim will be accepted, answered, or paid, or that a posted credit will not later be reversed.

Late-delivery recovery evaluation, the limited claim-submission mandate, the Confirmed Net Recovery definition, and the resulting success fee are governed by the Late-delivery Recovery Fee Agreement, which prevails over these Terms for those subjects. Nothing in these Terms gives Logentic authority to submit a claim, accept a settlement, waive a Customer right, or redirect a carrier credit beyond what the Customer has separately authorized.

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.

The Customer represents that it has the consent, lawful basis, and sender identification required to send transactional and any commercial messages to its recipients, including under Canada's anti-spam legislation, applicable telemarketing and messaging rules, carrier and aggregator requirements, and applicable privacy law, and that it will honour unsubscribe and stop requests. The Customer must not send prohibited, misleading, or unlawful content and is responsible for message and telecommunication charges arising from its configuration. Logentic may throttle, queue, suspend, or disable message sending, or require sender verification, where reasonably needed to protect deliverability, a provider relationship, a recipient, or the service, and may pass through provider fees, penalties, or filtering consequences caused by the Customer's sending.

Ask Logentic 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.

The Customer must apply human review before relying on AI output for a shipment, financial, customer-facing, compliance, or contractual decision, and is responsible for what it does with that output. The Customer must not submit to AI features information it is not permitted to disclose, and must not use AI features to generate unlawful, infringing, deceptive, or harmful content. Logentic scopes AI context to the active workspace, may log prompts, attachments, and outputs for security, abuse prevention, support, and quality purposes, and may retain them for the periods described in its documentation. Logentic may use de-identified and aggregated usage signals to operate and improve the service, and does not use Customer Data to train publicly available foundation models.

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 credentials of the Customer. The Customer is responsible for issuing, scoping, rotating, and revoking them, for every request made with them, and 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.

Third-party products and sites accessed through or connected to the platform are supplied by their own providers under their own terms. Logentic does not control them, does not endorse them, and is not responsible for their availability, accuracy, security, pricing, data handling, or discontinuation. The Customer is responsible for its own authorizations to those services and for the data it directs the platform to exchange with them. If a third-party service changes or withdraws access, Logentic may change or disable the related functionality without liability.

The Customer retains ownership of the data it submits to the platform, including shipment, order, recipient, ticket, document, and configuration data ("Customer Data"). The Customer grants Logentic a limited licence to host, process, transmit, and display Customer Data as needed to provide, secure, support, bill for, and improve the contracted service and to comply with law. Logentic may create and use de-identified and aggregated data derived from platform use, provided it does not identify the Customer, a recipient, or another individual.

For personal information, the Customer acts as the controller or person responsible and Logentic acts as its service provider, processing on the Customer's documented instructions and subject to Logentic's privacy policy at https://www.getlogentic.com/privacy and any applicable data-processing terms. The Customer is responsible for required notices and a lawful basis to give Logentic and carriers recipient and employee personal information. Logentic will use service providers bound by confidentiality, security, use, and retention obligations, may process and store data in Canada and other jurisdictions as needed to provide the service, and will address cross-border processing, retention, deletion, and incident notification as required by applicable privacy law, including Quebec's Law 25 and PIPEDA. The Customer must not use the platform to process government identifiers, payment card numbers outside the approved payment flow, health information, or other sensitive information the platform is not designed to handle.

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

The platform, its software, models, rules, designs, documentation, and all related intellectual property remain the exclusive property of Logentic and its licensors. No rights are granted except the limited access right in these Terms. The Customer must not copy, resell, sublicense, reverse engineer, scrape, publish benchmarks of, or create a competing product from the platform, and must not remove proprietary notices. Feedback and suggestions the Customer provides may be used by Logentic without restriction, obligation, or compensation. Logentic may identify the Customer by name and logo as a customer, and the Customer may withdraw that permission by written notice.

Logentic maintains administrative, technical, and organizational safeguards appropriate to the platform, including tenant isolation by workspace, encrypted storage of carrier and integration credentials, role-based access, and logging of privileged operations. Logentic does not return stored carrier or payment secrets to a browser and will not request credentials through support messages, screenshots, or other unapproved channels.

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.

The Customer must use the platform lawfully and only for its own business operations. The Customer must not use it to ship or facilitate prohibited, restricted, dangerous, counterfeit, stolen, or sanctioned goods; to evade carrier rules, tariffs, embargoes, customs obligations, export controls, or sanctions; to misrepresent weights, dimensions, contents, declared values, or shipper identity; or to defraud a carrier, a recipient, an insurer, a payment provider, or Logentic.

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.

Logentic may make features available as beta, preview, early access, pilot, or prototype, including warehouse and inventory modules, new analytics, and experimental AI capabilities. These features are optional, may be incomplete or unstable, may change or be withdrawn at any time, and are excluded from any service commitment, support commitment, or availability target.

Beta features are provided as is and at the Customer's own risk. Logentic has no liability arising from their use, and data created only in a beta feature may not be preserved when the feature changes or is withdrawn. The Customer must not rely on a beta feature for a regulated, financial, or safety-critical decision, and must treat non-public beta features as Logentic's confidential information.

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 in-product support surface. 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.

Carrier availability, service levels, rate access, and API behaviour are controlled by carriers and may change or end without notice. Logentic may add, change, or remove a carrier, service, or integration and is not liable for a change made by a carrier or provider. The Customer is responsible for maintaining an alternate shipping method for its own business continuity.

Logentic may suspend all or part of the platform, a connection, a key, a workspace, or a user where reasonably needed to protect the platform or another customer; where an undisputed amount is overdue after notice; where a security, fraud, sanctions, legal, or carrier-compliance risk is reasonably suspected; where the Customer breaches these Terms; or where a carrier, provider, or authority requires it. Logentic will give notice where practicable and lawful and will restore access when the cause is resolved.

Termination rights, notice periods, renewal, and the treatment of prepaid fees follow the Customer Terms of Service and the order form. Termination does not cancel a shipment already tendered, a Shipping Charge or carrier adjustment already incurred, an earned fee, an unresolved payment, or a record Logentic must retain. After termination the Customer must stop using the platform; where fees are paid, Logentic will make Customer Data available for export for thirty days on request, after which Logentic may delete it, subject to lawful retention and backup cycles. Provisions on fees, wallet treatment, data, privacy, confidentiality, proprietary rights, disclaimers, liability, indemnity, governing law, and any provision intended by its nature to survive will survive.

To the maximum extent permitted by law, and except for warranties that cannot lawfully be excluded, the platform, all data derived from carrier and third-party systems, and all AI output are provided "as is" and "as available", without warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, uninterrupted operation, or error-free performance.

Logentic does not warrant that the platform will meet the Customer's requirements, that rating, tracking, exception, analytics, eligibility, or forecast output will be accurate or complete, that a carrier system will be available or correct, that a message will be delivered, that a claim or recovery will succeed, or that defects will be corrected. These disclaimers do not excuse Logentic from an obligation that applicable law imposes on it, or from liability for its own fraud, wilful misconduct, or other liability that cannot lawfully be excluded.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, data, business, or opportunity, even if advised of the possibility. Logentic is not liable for Shipping Charges, carrier adjustments, duties, taxes, fines, penalties, or transportation losses the Customer would have incurred in any event, or for a loss arising from a carrier, payment, messaging, model, hosting, or other third-party provider.

Except for the Customer's payment obligations, either party's fraud or wilful misconduct, the Customer's indemnity obligations, breach of confidentiality, infringement of the other party's intellectual property, and liability that cannot lawfully be limited, each party's aggregate liability arising out of or relating to these Terms will not exceed the lesser of CAD $5,000 and the platform fees paid by the Customer to Logentic in the twelve months before the event giving rise to the claim, excluding Shipping Charges and other amounts passed through to carriers or providers. Each party must take reasonable steps to mitigate avoidable loss.

The Customer will defend and indemnify Logentic and its officers, directors, and personnel against third-party claims, liabilities, damages, fines, penalties, and reasonable costs arising from the Customer's shipments and shipment data; its breach of a carrier, provider, or messaging agreement; unauthorized or unlawful use of the platform or a connected account; inaccurate, prohibited, restricted, or unlawfully supplied data or goods; messages sent from its workspace; its use of AI output; its authorizations to third-party services; and infringement caused by Customer materials.

Logentic will defend the Customer against a third-party claim that the platform, as provided by Logentic and used in accordance with these Terms, infringes a Canadian or United States intellectual property right, and will pay amounts finally awarded or agreed in settlement. Logentic may procure the right to continue use, modify the platform, or terminate the affected functionality with a pro-rated refund of prepaid unused fees. This obligation does not apply to a claim arising from Customer Data, Customer materials, a third-party product, a beta feature, use in combination with something Logentic did not supply, or use contrary to these Terms or Logentic's documentation. The indemnified party must promptly notify the other, cooperate reasonably, and allow the indemnifying party to control the defence; no settlement may admit fault by, or impose a non-monetary obligation on, the indemnified party without its prior written consent, which must not be unreasonably withheld.

Each published version of these Terms carries a version identifier, an effective date, and a document hash. Logentic may change these Terms by publishing a new version and giving reasonable electronic notice through the workspace or to the Customer's current account contact. A change takes effect on the stated effective date, or at the next renewal where the Customer Terms of Service require it.

A material change to authority, fees, payment authorization, wallet treatment, privacy, liability, or dispute terms will require renewed acceptance where applicable law or the product configuration requires it; continued use alone does not replace an acceptance the product marks as required. Creating or joining a workspace records the Customer's assent to the effective version identified at that time, together with the accepting user, time, language, version, document hash, and available technical audit metadata.

A French version of these Terms is made available before acceptance. Consistent with section 55 of Quebec's Charter of the French language, where the Customer is in Quebec and, after receiving the French version, expressly chooses to be bound by the English version, the acceptance record will capture that choice. The French and English versions are intended to have equivalent meaning, and the French version prevails where mandatory Quebec law requires it.

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable there, including the Civil Code of Québec, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts of the judicial district of Montreal, Quebec. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where the Quebec Consumer Protection Act or another mandatory consumer, language, privacy, or other law applies despite the intended business-only scope, that law prevails and nothing in these Terms waives a non-waivable right or remedy.

Legal notices to Logentic must be sent to Logentic Technologies, Inc., 33 rue Prince, Montreal, Quebec H3C 2M7, Canada, Attention: Legal Department, with a copy to legal@getlogentic.com. Billing, security, and support notices may be sent to support@getlogentic.com. Notices to the Customer are sent to its current workspace or order-form contact and are effective when sent unless the sender receives a delivery-failure notice. The Customer must keep its contacts current and agrees to receive service, billing, security, and agreement notices electronically.

If a provision is unenforceable it will be narrowed only as far as necessary and the rest will continue in force. A failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets. There are no third-party beneficiaries. Neither party is liable for a failure caused by an event beyond its reasonable control, other than a payment obligation. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship beyond the limited authority expressly granted. These Terms, the Customer Terms of Service, the privacy policy, any applicable data-processing terms, the Recovery Fee Agreement, and the order form form the entire agreement for the Shipping platform.