LOGIWA API TERMS OF USE
By accessing or using the Logiwa’s API, you agree to these API Terms of Use (“Terms”) with Logiwa Technology Inc. (“we”, “our”, “us” or “Logiwa”). The terms “you,” and “your” will refer to you and your employees, contractors, and agents. You or Logiwa may also be referred to individually as “Party” and together as “Parties” in these Terms.
Please read these Terms carefully, as they are a legally binding agreement. Your acceptance of these Terms will not replace any existing or future agreement you have signed with us enabling your purchase of Logiwa Service for your own internal use or allowing the integration of Logiwa Service with your own applications. However, the terms of such a signed agreement will only apply to those purchases authorized under it.
If you are acting on behalf of an organization, then when you accept these Terms, that means you are agreeing to these Terms in the name of your organization and promising to Logiwa that you have the authority to bind that organization to these Terms (in which case, the terms “you” and “your” will refer to that organization).
We reserve the right to update and change these Terms by posting updates and changes here: https://www.logiwa.com/api-terms. If a significant change is made, we will provide reasonable notice by email, posting a notice on our website. We may update these Terms from time to time, so please check back for any changes that may impact you.
In the event of any conflict or inconsistency between these Terms and any other agreement between the Parties which governs your use of the Logiwa Service, these Terms will govern to the extent necessary to resolve any such conflict or inconsistency.
1. Definitions.
1.1. “Application” means the software application, website, interface or any other means you use to access the Logiwa API using the API Credentials.
1.2. “Logiwa API” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), webhooks, software development kits (SDKs), developer tools, technical documentation, updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by us at: https://mydeveloper.logiwa.com/or as otherwise provided to you.
1.3. “Logiwa Service” means the online, web-based warehouse management and order fulfillment software solution provided by Logiwa to its customers.
2. API License.
2.1. Subject to these Terms, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Logiwa API solely in connection with developing, implementing and distributing your Application that interoperates or integrates with the Logiwa Service, and solely in the manner described in these Terms and in the technical documentation available at: https://mydeveloper.logiwa.com/_ .
3. Access to Logiwa API.
3.1. We will issue you access credentials to enable you to access the Logiwa API (“API Credentials”). You will require that all employees accessing the Logiwa API keep API Credentials confidential, and that each employee will not share such information with any person outside of your organization. You will be responsible for actions taken using your account and will provide Logiwa the IP addresses from which you access the Logiwa API upon our request. You will not access the Logiwa API by any means other than the API Credentials you receive in accordance with these Terms.
3.2. We may, in our sole discretion, disable access to the Logiwa API or change your API Credentials if we reasonably believe there has been a breach of security, or misuse of the Logiwa API, or unauthorized access to the Logiwa API. You acknowledge that we reserve the right to modify, limit or cancel your use of any Logiwa API at any time in our sole discretion.
4. Use of the Logiwa API.
4.1. When using the Logiwa API, you will (and will ensure that your employees, agents and service providers will):
4.1.1. only use the Logiwa API to develop and distribute Applications to be used with the Logiwa Service by Logiwa’s customers;
4.1.2. restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your Application in accordance with the Terms, and who are subject to confidentiality obligations at least as onerous as those contained herein;
4.1.3. not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by these Terms to any third party;
4.1.4. not use or access the Logiwa API in order to monitor the availability, performance, or functionality of the Logiwa API, the Logiwa Service or any portion thereof or for any similar benchmarking purposes;
4.1.5. not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Logiwa API;
4.1.6. not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Logiwa or any third party;
4.1.7. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
4.1.8. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Logiwa API, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
4.1.9. not bypass the Logiwa API restrictions for any reason;
4.1.10. not, except as authorized by Logiwa in writing, substantially replicate products or services offered by Logiwa, including the Logiwa API. Subject to the preceding sentence and the Parties’ other rights and obligations under the Terms (including confidentiality obligations), each Party agrees that the other Party may develop and publish Applications that are similar to or otherwise compete with such Party’s Applications;
4.1.11. not access or use the Logiwa API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity;
4.1.12. not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application;
4.2. Logiwa will limit your use of the Logiwa API (limiting the number of requests that you may make), in accordance with the limits specified here: https://mydeveloper.logiwa.com/. Logiwa may change such limits anytime in its sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any Logiwa API beyond these limits, you must obtain Logiwa’s express written consent.
4.3. Some of the software packages, libraries, or components required by or included in the Logiwa API are or may become licensed under an open-source software license. Where such license expressly supersedes the Terms, your use, reproduction and distribution of any such open source will be governed by the terms of the applicable open-source software license and by these Terms.
4.4. You acknowledge that you may from time to time provide suggestions, comments or other feedback (“Feedback”) to Logiwa with respect to the activities contemplated by these Terms. You agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by you, shall not, absent a separate written agreement, create any confidentiality obligation for Logiwa. You will not give Feedback that is subject to license terms that seek to require any Logiwa product, technology, service or documentation importing or derived from such Feedback, or any Logiwa intellectual property, to be licensed or otherwise shared with any third party. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the Parties, Logiwa shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
5. Changes to the Logiwa API.
5.1. Logiwa reserves the right to require you to install or update any and all software to continue using the Logiwa API. You acknowledge that Logiwa may make Updates to the Logiwa API from time to time, and at its sole discretion. You must implement and use the most current version of the Logiwa API and make any changes to your Application that are required as a result of such update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Logiwa API. Your continued access or use of the Logiwa API following an update or modification will constitute binding acceptance of the update.
5.2. We may change or discontinue the availability of the Logiwa API at any time for any reason with or without notice. Such changes may include removal of features, or the requirement of fees for previously free features. We may also impose limits on certain features and services or restrict your access to the Logiwa API. Your continued use of the Logiwa API following a subsequent release will be deemed your acceptance of modifications.
6. Intellectual Property.
6.1. The Logiwa Service, the Logiwa API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Logiwa or otherwise related to the Logiwa Service, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, the “Logiwa Property”) will be and remain the sole and exclusive property of Logiwa. To the extent, if any, that ownership of any Logiwa Property does not automatically vest in Logiwa by virtue of the Terms, or otherwise, and vests in you, you hereby transfer and assign to us, upon the creation thereof, all rights, title and interest you may have in and to such Logiwa Property (and waive any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
6.2. Logiwa does not acquire ownership in your Application, and by using the Logiwa API, you do not acquire ownership of any rights in the Logiwa API or the content that is accessed through the Logiwa API.
6.3. Subject to these Terms, Logiwa hereby grants you a non-exclusive, non-transferable, and non-assignable, revocable right to use Logiwa’s trademarks, service marks, trade names, logos, or other words or symbols associated with the Logiwa API or Logiwa’s business (“Marks”) solely as reasonably necessary for you to perform your obligations under these Terms. You shall use the Marks exactly in the format provided and in accordance with any trademark usage authorizations granted by us. We may, from time to time, specify any uses of the Marks that are no longer permitted.
7. Data Protection.
7.1. To the extent you collect, gain access to, or otherwise process data through or in connection with Logiwa API (“API Data”), you will:
7.1.1. comply with data protection laws and regulations applicable to your use of the API Data, including without limitation laws related to privacy, data protection, and information security;
7.1.2. implement reasonable security measures to protect the integrity and confidentiality of API Data;
7.1.3. only use the API Data as necessary to further your Application under the API license and in accordance with these Terms;
7.1.4. not use the API Data to send any promotional or advertising messages, marketing or spam communications, whether directly from you or through a third party;
7.1.5. notify Logiwa in writing and cooperate with Logiwa: (a) if for any reason you have breached or, if your continued processing of API Data, would breach, any applicable data protection laws and regulations; (b) regarding (i) any breach of security or unauthorized access to API Data, or (ii) any complaint, inquiry, or request from a data subject or government or regulatory agency regarding API Data, unless such notice is prohibited by law; and
7.1.6. as requested by Logiwa, provide assistance and take actions as may be reasonably necessary for Logiwa to comply with applicable laws and regulations, including assisting with data protection impact assessments and notifications to regulators to the extent required by applicable laws and regulations.
7.2. if Logiwa notifies and/or requests you to delete any API Data (for any reason), you will promptly delete all such Logiwa Data within seven (7) days of Logiwa’s notice thereof and furnish Logiwa with written certification of such deletion.
7.3. You will be responsible for the accuracy, quality, and legality of the data you provide through the Logiwa API, and for the means by which you acquired such data. Furthermore, you will ensure (and will be solely responsible for ensuring) that all consents have been obtained from, and all notices (including privacy notices) have been given to, all end users and others as may be required by applicable laws and regulations for the operation of your Application and your collection, use, sharing, retention, or processing of API Data.
7.4. Nothing in these Terms or the activities contemplated hereby shall be construed as creating a joint controller relationship between you and Logiwa or designating you as a Logiwa processor. Logiwa shall not be liable for, or have any responsibility in connection with API Data collected, used, shared, retained, or otherwise processed by you or your Application and your activities with regard to your Application that are not in any way by or on behalf of Logiwa.
8. Security.
8.1. You represent and warrant that your Application has been developed to operate with the Logiwa API in a secure manner. Your network, operating system, and the software of your servers, databases, and computer systems must be properly configured to securely operate your Application. Your Application must use reasonable security measures to protect the private data of your users. You will employ reasonable technical, administrative, and physical safeguards for your Application that:
8.1.1. comply with applicable laws and regulations, including applicable data protection laws;
8.1.2. meet or exceed applicable industry standards or self-regulatory requirements;
8.1.3. protect the confidentiality, integrity, and availability of data, including personal data; and
8.1.4. prevent unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to: (i) the Logiwa API and/or API Data; (ii) the Logiwa Service; and (iii) any other Logiwa services, applications, or systems.
8.2. You agree that Logiwa may monitor use of the Logiwa API to ensure quality, improve the Logiwa Service, and verify your compliance with these Terms. This monitoring may include access to and use of your Application, for example to identify security issues that could affect Logiwa. You will not interfere with this monitoring. Logiwa may use any technical means to overcome such interference. Logiwa may suspend access to the Logiwa API by you or your Application without notice if we reasonably believe that you are in violation of the Terms.
8.3. You agree that Logiwa may apply additional security measurements such as IP restriction, 2-factor authentication, etc. anytime at its sole discretion and you will adhere to such additional security measures to continue your use of the Logiwa API.
8.4. Your Application will be installed and run on your server or another server, but will not be run on Logiwa’s servers. Your networks, operating system and software of your web servers, routers, databases, and computer systems (collectively, the “System”) must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorized access to, disclosure or use of any information you receive from Logiwa. If you do not completely control some aspect of the System, you will use all influence that you have over the System to do so. You must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
9. Audit.
9.1. We will have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit your Application, systems and records to confirm your compliance with these Terms. If requested by us, you will provide us with proof that your Application complies with these Terms.
10. Confidential Information.
10.1. Each Party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that you acknowledge that all your Confidential Information must be marked as such at the time of disclosure to us. The Logiwa API, the Logiwa Service, and any documentation or technical information provided by us (or anyone on our behalf) shall be deemed Confidential Information of Logiwa without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
11. Representations and Warranties.
11.1. Each Party hereby represents and warrants to the other Party that each Party has the power, authority and capacity to execute, deliver and perform its obligations under the Terms.
11.2. You represent and warrant that throughout the term of your use of the Logiwa API, all of the content and information relating to your Application which you make available to our customers and which interfaces with the Logiwa API, including the proposed use, remain true and correct.
11.3. You represent and warrant that throughout the term of your use of the Logiwa API, you will use the Logiwa API in accordance with these Terms and all applicable laws and regulations.
12. Disclaimer of Warranties.
12.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE LOGIWA API IS AT YOUR SOLE RISK AND THE LOGIWA API IS PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS”. NEITHER LOGIWA NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LOGIWA API, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF YOUR PARTICULAR NEEDS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED BY APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS AFTER FIRST AVAILABILITY OF THE LOGIWA API TO YOU. IF JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY.
13. Limitation of Liability.
13.1. IN NO EVENT SHALL LOGIWA OR ITS LICENSORS BE LIABLE TO YOU FOR INDIRECT OR INCIDENTAL DAMAGES, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF DATA, INTERRUPTION OF BUSINESS, OR LOSS OF USE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, LOGIWA AND ITS LICENSORS’ ENTIRE LIABILITY TO YOU UNDER THESE TERMS SHALL NOT EXCEED US$100. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF LOGIWA OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification.
14.1. You agree to indemnify, defend and hold harmless Logiwa and the directors, officers, employees, subcontractors and agents thereof (the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “Claims”), to the extent that such Claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under these Terms; (b) your gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Logiwa granted by you to any third party; (d) your access to or use of the Logiwa API; (e) any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; and (f) the performance, non-performance or improper performance of the your products or services, including any Application.
14.2. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide you with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under these Terms. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that you shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the you will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
14.3. In the event of any breach or threatened breach by you of Sections 3, 4, 6, 7, 8 or 10, in addition to all other rights and remedies available to Logiwa under these Terms and under applicable law, Logiwa shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate your rights under these Terms, (c) as applicable, receive a prompt refund of any amounts paid to you hereunder, and (d) be indemnified for any losses, damages or liability incurred by Logiwa in connection with such violation, in accordance with the provisions of this Section 14.
15. Termination.
15.1. Access to the Logiwa API may be terminated or suspended by Logiwa at any time and at Logiwa’s sole discretion. Without limiting the foregoing, Logiwa may terminate your right to use the Logiwa API if you breach these Terms or any documents incorporated by reference in these Terms. Termination or suspension of your access to the Logiwa API may negatively affect Logiwa’s customers who use your Application, and you are responsible to ensure that all such customers who access or use your Application are aware of this risk.
15.2. Upon termination of these Terms: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Confidential Information); (b) you shall immediately cease displaying any Marks on any website or otherwise; and (c) all rights granted to you hereunder will immediately cease, including the right to access and use the Logiwa API.
15.3. This Section 15.3 and the following sections shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 6 (Intellectual Property), Section 7 (Data Protection), Section 9 (Audit), Section 10 (Confidential Information), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 16 (General). In addition, any provisions of the Terms that by their nature are intended to survive, will survive termination.
16. General.
16.1. Entire Agreement. These Terms constitute the entire agreement between the Parties and supersede all prior discussions, representations, understandings or agreements, whether oral or in writing, between the Parties with respect to the subject matter of these Terms. Any modification or amendment to these Terms must be in writing and signed by authorized representatives of both Parties. By way of further explanation, no alteration of these Terms, handwritten or otherwise, which are submitted with the Application, shall be applicable.
16.2. Additional Terms. Certain materials of the Logiwa API and the Logiwa Service may be subject to additional terms of use. Those additional terms will be made available on our website or will accompany the material. By using any materials which have additional terms, you are agreeing to abide by those additional terms without further action on the part of either you or us. If you do not wish to be subject to those additional terms, you may elect not to use the materials to which they apply.
16.3. Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of these Terms or to exercise any right under the Terms shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party.
16.4. Governing Law. These Terms shall be governed by the laws of the State of Illinois, without regard to the conflicts of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods. Any legal action relating to these Terms shall be instituted in a state or federal court in Chicago, Illinois. Logiwa and you agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any legal action or proceeding relating to these Terms.
16.5. Severability. In the event any provision of these Terms is found to be unenforceable, the validity and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby, and that provision shall be construed and enforced to the maximum extent permissible.
16.6. Assignment. You may not assign, transfer or sublicense any of your rights or obligations under these Terms without our prior written consent (which consent shall not be unreasonably withheld). Logiwa may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Logiwa’s assets or voting securities. These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of these Terms shall be void.
16.7. Injunctive Relief. You understand and agree that, notwithstanding any provision herein, breach of these Terms by you will cause Logiwa irreparable damage for which recovery of money damages would be inadequate, and that Logiwa shall therefore be entitled to obtain timely injunctive relief to protect Logiwa’s rights under these Terms in addition to any and all remedies available at law.