Terms of Service

‍

LogixCrew Inc. — Terms of Service

Last Updated: [11 August 2025]

1) Overview & Acceptance

These Terms of Service (the “Terms”) govern your access to and use of LogixCrew’s websites, dashboards, portals, mobile applications, documentation, and application programming interfaces (collectively, the “Services”).

By accessing or using the Services, clicking “I agree,” or creating an account, you agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.

If you have entered into a Master Services Agreement or Statement of Work with LogixCrew (an “MSA”), that MSA will govern logistics, fulfilment, and related operational services. These Terms apply to your access and use of the online Services. In the event of any inconsistency, the order of precedence shall be: (i) the applicable MSA, (ii) these Terms, and (iii) any order forms or quotations.

2) Changes to the Terms

LogixCrew may update these Terms from time to time. Updated Terms will be posted with a revised “Last Updated” date. Continued use of the Services after updated Terms become effective constitutes your acceptance.

If a change materially reduces your rights or adds significant obligations, LogixCrew will use commercially reasonable efforts to provide advance notice to account owners (for example, via email or in-product notification). The updated Terms will take effect on the date stated in the notice.

3) Eligibility; Accounts

To use the Services, you must be at least the age of majority in your jurisdiction and capable of entering into a binding contract.

You agree to provide accurate and complete account information and to keep your credentials secure and confidential. You are responsible for all activities that occur under your account, whether or not authorised by you.

LogixCrew may require multi-factor authentication or other security measures for access. We may suspend or terminate your account if we reasonably suspect unauthorized use, fraud, or misuse of the Services.

4) Access Grant; Restrictions

Subject to these Terms, LogixCrew grants you a limited, revocable, non-exclusive, and non-transferable licence to access and use the Services for your internal business purposes.

You must not, and must not allow others to: (i) Copy, modify, or create derivative works of the Services; (ii) Reverse engineer, decompile, or attempt to extract source code, except where expressly permitted by law; (iii) Resell, rent, lease, or provide time-share access to the Services; (iv) Access or use the Services to build or support a competing product or service; and/or (v) Remove, alter, or obscure any proprietary notices, or attempt to bypass, disable, or otherwise interfere with technical or security protections.

LogixCrew reserves all rights not expressly granted to you under these Terms.

5) Acceptable Use

You agree not to use the Services in any way that: (i) Violates applicable law or regulation; (ii) Uploads, transmits, or distributes viruses, malware, or other malicious code; (iii) Attempts to gain unauthorized access to any system, account, or data, or conducts stress tests, load tests, or penetration tests without LogixCrew’s prior written consent; (iv) Transmits deceptive, infringing, defamatory, or otherwise harmful content; or (v) Interferes with or disrupts other users, networks, or the operation of the Services.

LogixCrew may monitor use of the Services to enforce this Section. We may throttle, suspend, or terminate access immediately if we reasonably believe your use threatens the security, stability, or integrity of the platform.

6) APIs & Webhooks

If LogixCrew provides APIs or webhooks, your use must comply with our developer documentation, technical guidelines, and any API-specific terms that we publish.

LogixCrew may establish or modify rate limits and usage quotas at any time. You must not misrepresent or disguise call volume, attempt to circumvent limits, or retain or cache personal data longer than permitted in the documentation.

API keys and webhook credentials are personal to you and may be revoked at any time for abuse, misuse, or security reasons. LogixCrew has no obligation to maintain backward compatibility or provide continued support for deprecated endpoints.

7) Orders, Online Purchases & Fees

If you purchase any paid plan, add-on, or usage-based feature through the Services (and not under an MSA), you agree to the pricing, billing frequency, taxes, and refund rules presented at checkout or in your account.

All fees are non-cancellable and non-refundable, except as required by applicable law. You remain responsible for all taxes and charges imposed by authorities, excluding LogixCrew’s income taxes.

LogixCrew may update its fees prospectively with reasonable advance notice provided through the Services or via account communications. Continued use of the Services after the effective date of a fee change constitutes acceptance of the new fees.

8) Relationship to Logistics Services

Operational services such as warehousing, fulfilment, transportation management, returns, and value-added services are governed exclusively by your Master Services Agreement or Statement of Work with LogixCrew (an “MSA/SOW”), if applicable.

In the event of any conflict between these Terms and a duly executed MSA/SOW, the MSA/SOW shall control with respect to the logistics services. These Terms shall continue to govern your access to and use of the online Services (including portals, dashboards, APIs, and software features).

9) Your Content & Data

9.1 Customer Content

You retain ownership of all data, content, and materials you submit to the Services (including SKUs, orders, inventory, and documents) (“Customer Content”). You grant LogixCrew a non-exclusive, worldwide, royalty-free licence to host, process, transmit, display, and create limited derivative works of Customer Content as reasonably necessary to: (i) provide, secure, and improve the Services; and (ii) comply with applicable law and legal process.

You represent and warrant that you have the rights and permissions necessary to grant this licence and that your Customer Content does not infringe third-party rights.

9.2 Personal Data and Privacy

LogixCrew’s collection and use of personal data is described in our Privacy Notice and, where applicable, the Data Processing Addendum (“DPA”). When acting as a processor/service provider on your behalf, LogixCrew will process personal data only in accordance with your documented instructions. Where an MSA or DPA applies, its terms govern privacy and security obligations for logistics operations data.

9.3 Usage Data and De-Identification

LogixCrew may collect and use aggregated, anonymised, or de-identified data derived from use of the Services (including usage statistics, performance metrics, and benchmark data) for the purposes of maintaining, securing, and improving the Services. Such data will not identify you or your end customers.

10) Third-Party Services

The Services may interoperate with third-party platforms (e.g., marketplaces, shopping carts, carriers, payment gateways). Your use of any third-party service is governed by that provider’s terms and policies. LogixCrew does not control and is not responsible for third-party services, their availability, security, or changes they make that may affect your integrations. You are responsible for maintaining your third-party accounts, permissions, and credentials. Integrations may be modified, suspended, or discontinued at any time without liability.

11) Beta/Preview Features

We may make optional beta, preview, or experimental features available. Such features are provided “as is”, may be changed or withdrawn at any time, and are excluded from any uptime, support, or credit commitments. Beta outputs and configurations may not be portable to generally available versions, and we have no obligation to provide migration or continuity for them.

12) Support; Availability

We provide standard web/email ticketing support during posted business hours. While we strive for high availability, the Services may be unavailable for maintenance, updates, outages of third-party providers, or events beyond our reasonable control. Any service levels for logistics operations (e.g., pick/pack, dock-to-stock) are governed by your MSA/SOW and not these Terms. We may schedule maintenance windows and will use commercially reasonable efforts to provide notice where practicable.

13) Security

We maintain administrative, technical, and physical safeguards appropriate to the nature of the Services (for example, access controls, vulnerability management, and encryption in transit; additional measures may apply under your MSA/DPA). You are responsible for maintaining the security of your accounts, credentials, devices, and network, and for promptly notifying us of any suspected compromise. We may require multi-factor authentication or other controls for access.

14) Feedback

If you provide ideas, suggestions, or other feedback, you grant LogixCrew a perpetual, worldwide, irrevocable, transferable, sublicensable, and royalty-free licence to use and exploit that feedback without restriction or attribution. You waive any moral rights in the feedback to the extent permitted by law and acknowledge that we have no confidentiality obligations regarding unsolicited feedback.

15) Intellectual Property

LogixCrew and its licensors own all right, title, and interest in and to the Services, including software, interfaces, documentation, and content we provide. Except for the limited rights expressly granted in these Terms, no licences are given by implication or otherwise. All trademarks, logos, and service marks are the property of their respective owners.

16) DMCA & Claims of Infringement

If you believe content on the Services infringes your copyright, send a notice to: DMCA Agent, LogixCrew Inc., 8 The Green STE A Dover DE 19901, hello@logixcrew.com including: (a) your physical or electronic signature; (b) identification of the copyrighted work and the allegedly infringing material; (c) your contact information; (d) a statement of good-faith belief that use is not authorized; and (e) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act. We may remove or disable access to the material and, where appropriate, terminate repeat infringers. If your content was removed and you believe it is not infringing, you may submit a counter-notice; we may restore the content in accordance with applicable law.

17) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOGIXCREW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LOGIXCREW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH CASES, THOSE EXCLUSIONS WILL APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

18) Limitation of Liability

To the maximum extent permitted by law: (i) Neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or data, even if advised of the possibility of such damages; and (ii) LogixCrew’s total aggregate liability for all claims relating to the Services in any rolling twelve (12) month period will not exceed the greater of: (i) the amounts actually paid by you to LogixCrew for the Online Services during that period, or (ii) twenty-five thousand U.S. dollars (US $25,000).

These limitations will apply regardless of the form of action (contract, tort, strict liability, or otherwise) and even if a remedy fails of its essential purpose.

These limits do not exclude or cap liability for LogixCrew’s wilful misconduct or for liabilities that cannot be excluded or limited under applicable law. For logistics and fulfilment performance, liability is governed by your MSA/SOW.

19) Indemnification

You agree to defend, indemnify, and hold harmless LogixCrew, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your Customer Content; (ii) your use of the Services in violation of these Terms or of applicable law; or (iii) your combination of the Services with software, hardware, data, or other materials not provided by LogixCrew, if the claim would not have arisen but for that combination.

LogixCrew reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us and reimburse reasonable legal costs incurred.

20) Suspension & Termination

LogixCrew may suspend or terminate your access to the Services immediately (in whole or in part) if we reasonably believe: (i) you are in material breach of these Terms or applicable law; (ii) your use poses a security or operational risk (including suspected fraud, credential compromise, or platform abuse); or (iii) you fail to pay fees for online purchases when due. We may also implement temporary suspensions to comply with law or protect the Services.

You may terminate at any time by closing your account. Termination will not relieve you of payment obligations accrued before the effective date of termination, and fees paid are non-refundable except as required by law.

Upon termination, your right to access the Services ends. Data handling (including return and deletion) will be carried out in accordance with our Privacy Notice and, where applicable, the DPA/MSA. Sections that by their nature should survive will survive (including, without limitation, 9–11, 13–19, 21–24).

21) Export, Sanctions & Anti-Corruption

You will comply with all applicable export control, re-export, and economic sanctions laws (including those of the U.S. and other relevant jurisdictions) and will not use, export, or permit access to the Services in violation of such laws or in embargoed/sanctioned countries or to restricted parties. You will also comply with anti-bribery and anti-corruption laws (including the U.S. FCPA and U.K. Bribery Act) and maintain policies and controls reasonably designed to prevent violations.

22) U.S. Government Rights

The Services and related documentation are “commercial computer software” and “commercial computer software documentation.” U.S. Government end-users acquire only those rights set forth in these Terms and applicable FAR/DFARS provisions for commercial items.

23) Dispute Resolution; Governing Law

23.1 Governing Law; Venue. These Terms are governed by the laws of the State of California (conflict-of-laws rules excluded). The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

23.2 Arbitration Option. If designated in your online order or account, any dispute arising out of or relating to these Terms will be resolved by confidential arbitration administered by JAMS in Los Angeles County before a single arbitrator. Either Party may seek injunctive relief or bring an individual claim in small-claims court.

23.3 Class Action Waiver. Disputes must be brought in an individual capacity and not as a class, collective, representative, or private attorney general action.

24) General

24.1 Entire Agreement. These Terms (together with any online order details and incorporated policies) are the entire agreement for your use of the online Services and supersede all prior or contemporaneous terms on that topic.

24.2 Severability; Waiver. If any provision is unenforceable, the remainder remains in full force. No waiver is effective unless in writing and signed; failure to enforce is not a waiver.

24.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control.

24.4 Assignment. You may not assign or transfer these Terms (including by change of control) without LogixCrew’s prior written consent. LogixCrew may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, or sale of assets.

24.5 Notices. We may send notices to the email associated with your account or via in-product messaging. Legal notices to LogixCrew must be sent to legal@logixcrew.com (with a copy to our registered address, Attention: Legal). Notices are deemed given on receipt (or when posted in-product, where applicable).

‍