This Agreement, referred to as the Terms of Service, constitutes an electronic agreement/contract between the user and And Africa Co., Ltd, the provider of Logi-IQ, a service for route optimization and tasks scheduling. By accessing and using our Service, you agree to abide by the terms and conditions outlined in this Agreement. The terms “And Africa Co.,Ltd,” “Logi-IQ,” “we,” “us,” or “our” collectively pertain to the licensor And Africa Co., Ltd and our website, logi-iq.com (the “Site”). The terms “you” or “your” denote you as the user and licensee (“Customer”) of our Service under this Agreement. In this Agreement, Logi-IQ and Customer are sometimes referred to separately as a “Party” and together as the “Parties.”

This Agreement becomes effective when you access Logi-IQ website and Web app and/or utilize our Service. We offer the Service through our web app, which is accessible on our website according to the terms outlined in this Agreement. Your use of our Service is governed by the most recent version of this Agreement, which we may update without prior notice by posting a new version on the Terms & Conditions page. The latest version of the Agreement will be available on the Site for your review before using the Service.

This Agreement, including the Logi-IQ Service, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior agreements, understandings, and negotiations, both written and oral.

It is assumed that you have thoroughly read and understood this Agreement. If you disagree with any of the terms and conditions, you must discontinue using the Service. Your continued use of the Service implies your acceptance of this Agreement.

 

  1. The Service: Route Optimization by Logi-IQ

The Service is created to empower you in handling your logistical responsibilities while on the road or managing your service-oriented business. It operates as a Software as a Service (SaaS) product, utilizing our Route Planning Software hosted either by us or on our behalf. This software is accessible to you remotely through our website/web app.

Within the Service, Logi-IQ will manage the servers, system software, and application software, which includes the functionality of our Route Planning Software, all provided to you in accordance with the terms outlined in this Agreement.

This version of Logi-IQ is a beta release, indicating that it is a pre-final version intended for testing and evaluation purposes. As a beta user, you acknowledge that Logi-IQ, by And Africa Co., Ltd, retains the right to adjust these general practices and limitations periodically.

Logi-IQ, by And Africa Co., Ltd, also reserves the right, at its sole discretion, to modify or discontinue the beta version, either temporarily or permanently, with or without prior notice. You understand and agree that Logi-IQ, by And Africa Co., Ltd, shall not be held liable to you or any third party for any modifications, suspensions, or discontinuations of the beta version, whether in whole or in part.

 

  1. Grant of License and Use of Service

Logi-IQ by And Africa Co., Ltd provides access to its service (the “Service”) to the Customer upon subscription and payment of the applicable fee specified at the time of subscription. This subscription fee, referred to as the “Service Fee,” is clearly displayed before the Customer subscribes to the Service.

In accordance with the terms and conditions outlined in this Agreement, Logi-IQ by And Africa Co., Ltd grants you a limited, non-transferable, non-exclusive, non-sublicensable, and revocable right and license to access and utilize our Service to support your business operations for the duration of this Agreement, unless terminated earlier. However, you are expressly prohibited from using the Service for resale purposes or processing third-party data in a commercial service bureau environment. Logi-IQ by And Africa Co., Ltd retains all rights, titles, and interests in and to all Route and Schedule Planning Software applications and any materials provided to you by us.

Logi-IQ by And Africa Co., Ltd reserves the right to close or suspend Customer’s account if we have reasonable grounds to believe that the Customer has violated this Agreement, applicable laws or regulations, or has otherwise acted in a manner detrimental to Logi-IQ by And Africa Co., Ltd, its agents, or the Service.

Customers are welcome to sign up for a free trial of the Service. During the free trial period, Customers can create an account and explore the available features offered by Logi-IQ by And Africa Co., Ltd. At any time, Customers have the option to purchase the full Service by informing Logi-IQ by And Africa Co., Ltd and remitting the specified Service Fee.

 

  1. Personal Data Management

At Logi-IQ by And Africa Co., Ltd, we are committed to protecting the privacy and security of your personal data. This Personal Data Clause outlines how we collect, use, and safeguard your personal information in compliance with applicable data protection laws.

3.1. Collection and Use: We may collect personal data from you for the sole purpose of providing our route optimization SaaS services. This data will be used for identification, account administration, analysis, and fraud prevention specifically in relation to the services we offer. We will process this data only in accordance with your lawful instructions and applicable laws.

3.2.  Data Controller and Processor: As the data controller, you acknowledge that Logi-IQ by And Africa Co., Ltd may have access to your personal data (“Customer’s Personal Data”). We will process Customer’s Personal Data only for the purpose of providing the service and sharing news and updates with you, adhering to the Terms, and your lawful instructions. We will implement appropriate technical and organizational measures to ensure the security and confidentiality of Customer’s Personal Data.

3.3. International Data Transfers: For Customers based in the EU or European Economic Area, Customer’s Personal Data may be processed within and outside the EU/EEA area. When processed outside the EU/EEA, we will ensure secure international transfers through standard model clauses or other appropriate safeguards, in compliance with data protection laws.

3.4. Subcontractors and Processors: Logi-IQ by And Africa Co., Ltd may engage subcontractors and other processors to assist in the processing of Customer’s Personal Data under this Agreement. We will ensure that these entities adhere to the same data protection standards and obligations outlined in this clause.

3.5. Customer’s Responsibility: Customer is the data controller and retains full responsibility for the Customer’s Personal Data processed on its behalf by Logi-IQ by And Africa Co., Ltd acting as the data processor. Customer shall ensure the lawful transfer of Customer’s Personal Data to Logi-IQ by And Africa Co., Ltd, and obtain necessary consents from relevant third parties as required by Data Protection Laws.

For detailed information regarding the role of Customer as a data controller and Logi-IQ by And Africa Co., Ltd as a data controller, please refer to our Privacy Policy section on our website.

By using our route optimization services, you consent to the processing of your personal data as described in this Personal Data Clause and our Privacy Policy.

 

  1. The User’s Registration Responsibilities

By registering for our services, you affirm that you are legally eligible to enter into a binding contract and are not prohibited from receiving our services. Additionally, you agree to:

(a) Provide accurate, truthful, current, and complete information about yourself as prompted by Logi-IQ by And Africa Co., Ltd’s registration form (referred to as the “Registration Data”).

(b) Maintain and promptly update the Registration Data to ensure it remains accurate, current, and complete.

If you provide any information that is false, misleading, outdated, or incomplete, or if Logi-IQ by And Africa Co., Ltd has reasonable grounds to suspect the inaccuracy of the information provided, we reserve the right to suspend or terminate your account. In such cases, you may be denied access to the Service, either temporarily or permanently. It is your responsibility to secure your login credentials and you are accountable for all activities conducted under your account.

 

  1. Payment

The beta version of Logi-IQ is currently available to users at no cost. Further details regarding payment plans will be furnished upon the official launch of Logi-IQ V1.

 

  1. Support and Service Availability

 

Logi-IQ is committed to providing support and maintenance for the Route and Schedule Planning Software integrated into our Service. This includes all necessary updates, bug fixes, and software upgrades implemented by us throughout the duration of this Agreement.

 

In accordance with the terms specified herein, Logi-IQ will exert commercially reasonable efforts to ensure the Service remains accessible twenty-four hours a day, seven days a week, throughout the duration of this Agreement. However, it is acknowledged that occasional periods of unavailability or inaccessibility (referred to as “Downtime”) may occur due to various reasons, including scheduled maintenance, system upgrades, unforeseeable service malfunctions, and factors beyond our control such as telecommunication interruptions, network attacks, or congestion.

 

Logi-IQ is dedicated to minimizing any disruptions caused by Downtime, whether planned or unforeseen. While we strive to limit any impact on your access to the Service, Logi-IQ will not be held responsible for any damages or costs incurred by you, including but not limited to lost profits, arising in connection with Downtime.

 

  1. User Conduct

 

By using our service, you agree to adhere to our acceptable use policies. You understand that all content, data, text, software, graphics, or other materials (referred to as “User Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person originating such User Content. This means that you, not Logi-IQ by And Africa Co., Ltd, are entirely responsible for all User Content you upload, post, email, transmit, or otherwise make available via the Service.

Logi-IQ by And Africa Co., Ltd does not control the User Content posted via the Service and therefore cannot guarantee its accuracy, integrity, or quality. We bear no responsibility for any User Content or harm arising from it, including errors or omissions, or any loss or damage incurred due to the use of such User Content.

You agree not to use the Service to: (a) Share any unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable content, or content harmful to minors. (b) Impersonate any person or entity or falsely state or misrepresent your identity or affiliation with a person or entity. (c) Forge headers or manipulate identifiers to disguise the origin of User Content transmitted through the Service. (d) Share any User Content that you do not have the right to make available under any law or under contractual or other relationships. (e) Share any User Content that infringes any patent, trademark, trade secret, copyright, or other property rights of any party. (f) Share unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation. (g) Share material containing software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or hardware or telecommunications equipment. (h) Disrupt the normal flow of dialogue or act in a manner negatively affecting other users’ ability to engage in discussions. (i) Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service. (j) Violate any applicable local, state, national, or international law, intentionally or unintentionally. (k) “Stalk” or otherwise harass another user. (l) Collect or store personal data about other users in connection with the prohibited conduct and activities outlined above.

 

You acknowledge that Logi-IQ by And Africa Co., Ltd has the right, but not the obligation, to pre-screen or monitor User Content. Logi-IQ by And Africa Co., Ltd and its designees may, in their sole discretion, refuse, move, or take down any User Content that violates the terms of this Agreement. You agree to evaluate and bear all risks associated with the use of any User Content, including any reliance on its accuracy, completeness, or usefulness.

You also acknowledge and agree that Logi-IQ by And Africa Co., Ltd may access, preserve, and disclose your account information and User Content if required to do so by law or in good faith belief that such access, preservation, or disclosure is necessary to: (a) Comply with legal process. (b) Enforce the terms of this Agreement. (c) Respond to claims that any User Content violates the rights of third parties. (d) Respond to your requests for subscriber service. (e) Protect the rights, property, interests, or personal safety of Logi-IQ by And Africa Co., Ltd, its users, and the public. (f) Prevent or report crime that has already been committed.

  1. Usage Limitations

Within the framework of this Agreement, users are subject to the following limitations: (i) Prohibitions on licensing, sublicensing, selling, reselling, transferring, assigning, distributing, or commercially exploiting the Service in any manner not expressly permitted herein. (ii) Restrictions on modifying or generating derivative works based on the Service. (iii) Prohibitions on creating Internet “links” to the Service, or “framing” or “mirroring” any portion of the Service on alternative servers, wireless devices, or Internet-based platforms. (iv) Restrictions against circumventing or attempting to circumvent any usage control features integrated into the Service. (v) Prohibitions on probing, scanning, or testing the vulnerability of the Service. (vi) Limitations against disrupting other users’ experiences with the Service or using the Service for phishing or spamming. (vii) Prohibitions on reverse engineering or accessing the Service with the intent to copy or develop a similar service.

Adhering to these usage restrictions ensures a secure and fair utilization of the Service provided by Logi-IQ by And Africa Co., Ltd.

 

  1. Ownership of Intellectual Property

All intellectual property rights on a global scale, encompassing patentable inventions (whether applied for or not), patents, patent rights, copyrights, works of authorship, moral rights, database rights, trademarks, service marks, trade names, trade dress, trade secrets, and all applications and registrations derived from, or associated with, the execution of the Logi-IQ by And Africa Co., Ltd’s route optimization SaaS (the “Intellectual Property Rights”), shall be the exclusive possession of Logi-IQ by And Africa Co., Ltd. Specifically, Logi-IQ by And Africa Co., Ltd shall solely own all rights, title, and interest (comprising, but not limited to, all Intellectual Property Rights worldwide) in and to the Service. This includes any inventions, works of authorship, layouts, know-how, ideas, or information discovered, developed, made, conceived, or reduced to practice by Logi-IQ by And Africa Co., Ltd during the course of providing the route optimization SaaS.

It’s important to highlight that the provisions set forth in this section specifically exclude Personal Data, ensuring a clear distinction between ownership of intellectual property and the treatment of personal information by Logi-IQ by And Africa Co., Ltd.

 

  1. External Links Disclaimer

The Service may contain links to other World Wide Web sites or resources, either provided by Logi-IQ by And Africa Co., Ltd or third parties. Since Logi-IQ by And Africa Co., Ltd has no control over these sites and resources, you recognize and accept that Logi-IQ by And Africa Co., Ltd is not accountable for the availability of such external sites or resources. Logi-IQ by And Africa Co., Ltd does not endorse, and is not responsible or liable for any third-party Content, advertising, products, or other materials present on or accessible from such sites or resources.

Furthermore, you understand and agree that Logi-IQ by And Africa Co., Ltd shall not be held responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any third-party Content, goods, or services available on or through any such site or resource.

 

  1. Usage content and information

In the context of User Content submitted or made available for inclusion via the Service, you retain all right, title, and interest. However, to the extent permitted by law, you grant Logi-IQ by And Africa Co., Ltd the right to use and display such User Content, either in whole or in part, on the Service.

“Usage Information” encompasses all data collected by us reflecting access and usage of the Site and our Service, including traffic information. This also includes information obtained directly from individuals visiting the Site, subject to Logi-IQ by And Africa Co., Ltd’s privacy policy in effect at the time. It is important to note that User Content, as defined above, is not considered part of Usage Information. You agree that all Usage Information shall be the exclusive property of Logi-IQ by And Africa Co., Ltd.

 

  1. Indemnification

You are responsible for indemnifying and safeguarding Logi-IQ by And Africa Co., Ltd, its subsidiaries, affiliates, officers, agents, employees, partners, and licensors against any claim or demand, including reasonable attorneys’ fees, brought forth by any third party. This includes claims arising from or related to User Content you submit, post, transmit, or otherwise make available through the Service, your utilization of the Service, your association with the Service, any content you generate, manage, or control in connection with the Service, your breach of the terms outlined in this Agreement, or your usage of the Service in violation of any third-party rights.

 

  1. Limited warranty disclaimer

All services are provided “as is,” “as available,” and “with all faults” without any warranty. You understand and agree that Logi-IQ by And Africa Co., Ltd’s services are offered “as is” and “as available.” Logi-IQ by And Africa Co., Ltd, its affiliates, and its suppliers expressly disclaim all warranties, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Logi-IQ by And Africa Co., Ltd makes no warranty or representation regarding any information, materials, goods, or services obtained through Logi-IQ by And Africa Co., Ltd’s service representatives or websites, or that the services will meet any of your requirements or be uninterrupted, timely, secure, or error-free. Your use of the services is at your sole risk. Logi-IQ by And Africa Co., Ltd is not liable for acts or omissions of other service providers, for information or content of communications, third-party services, equipment failure or modification, or causes beyond Logi-IQ by And Africa Co., Ltd’s reasonable control.

  1. Limitation of liability

To the maximum extent permitted by law, under no circumstances shall Logi-IQ by And Africa Co., Ltd, its affiliates, or their respective employees, officers, shareholders, agents, licensors, or representatives, nor you or your affiliates, or your respective employees, officers, shareholders, agents, licensors, or representatives, be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages. This includes but is not limited to loss of profits or revenue, including loss of sales, data, profit, revenue, goodwill, business interruption, loss of information, or unauthorized access to information, even if either party or an affiliate has been advised of the possibility of such damages.

  1. MISCELLANEOUS

15.1. Force majeure

If any Party is prevented or restricted directly or indirectly from carrying the service by reason of Force Majeure, such as natural disasters, wars, riots, civil unrest, service provider performance failures, or any unseen events, the service may be suspended and the Party so affected shall be relieved of its obligations hereunder during the period that such event and its consequences continue but only to the extent so prevented and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damages either general, special or consequential which the other Party may suffer due to or resulting from such delay or failure.

 

15.2. Transfer of rights

Neither Party may transfer rights or obligations under this Agreement without the prior written approval of the other Party. However, Logi-IQ by And Africa Co., Ltd retains the right to transfer such rights and obligations to any affiliate or to a third party as part of a business sale or other transaction.

 

15.3. Severability

If any term or provision of this Agreement or its schedules is found to be invalid, illegal, or unenforceable, such a determination shall not render the entire Agreement invalid. This Agreement shall be interpreted as if it does not contain the particular invalid, illegal, or unenforceable provision, with all other provisions remaining in full force and effect. The Parties will negotiate in good faith to modify the Agreement to fulfill the original intent as closely as possible.

15.4. Amendments

Logi-IQ by And Africa Co., Ltd has the right to amend the Terms with prior notice to the Customer. If the Customer does not approve the amendment, they may terminate the Service and this Agreement before the effective date of the amendment.

15.5. No waiver; remedies cumulative

No failure or delay by either Party in exercising any right hereunder shall be construed as a waiver of such right or acquiescence in any breach. All rights and remedies under this Agreement are cumulative and not exclusive.

15.6. Interpretation

Headings in this Agreement are for reference purposes only and do not affect the meaning or interpretation of the Terms. References to an Article or Section shall be to an Article or Section of this Agreement unless otherwise indicated.

15.7. Survival of terms

Termination or expiration of this Agreement shall not release any party from any liabilities or obligations set forth herein that expressly survive termination or expiration.

15.8. Independent contractors

The relationship between Logi-IQ by And Africa Co., Ltd and the User is that of independent contractors. Nothing in this Agreement allows either Party to create or assume any obligation on behalf of the other Party.

15.9. Governing law and resolution of disputes

This Agreement and any dispute arising out of or in connection with it will be governed by and construed in accordance with the laws of the state of Tokyo, Japan. The courts of Tokyo will have exclusive jurisdiction over any dispute arising from this Agreement.

15.10. Non-solicitation

Customer agrees not to solicit, engage, retain, or employ any current employee, contractor, owner, or agent of Logi-IQ by And Africa Co., Ltd during the Term and for twelve (12) months thereafter.

15.11. Electronic notices

You agree to this license electronically. You authorize Logi-IQ by And Africa Co., Ltd to provide you with any information and notices regarding the Service in electronic form. Notices may be provided via email or by posting on a designated website. Notice delivery is effective when sent or posted, regardless of whether you read or receive it. You can withdraw your consent to receive electronic Notices by discontinuing Service use.