APP USER TERMS AND CONDITIONS

1. INTRODUCTION

1.1 The Logoji App and the Services made available through the mobile application are owned and operated by Logoji Pty Ltd (ACN 671 335 934) (Logoji, our, us or we).

1.2 By downloading, using, browsing or accessing the Logoji App and the Services, you acknowledge that you have read, understood and accept these Logoji App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the Logoji App and the Services.

1.3 In this agreement, you and your mean the individual who accesses or uses the Logoji App and the Services.

2. LOGOJI APP

2.1 The Logoji App is a mobile application that provides you with an additional keyboard within your mobile device that contains logos and trade marks (in emoji sticker form) (Emoji Stickers) belonging to participating businesses (Enterprises) and allows you to select and use the Emoji Stickers when sending messages through your mobile device (collectively, the Services).

2.2 The Logoji App is a messaging tool for users who wish to have more flexibility in how they communicate. We do not own the Emoji Stickers and we do not control how users of the Logoji App use the Emoji Stickers when communicating with other persons. Our role in providing you with access and use of the Logoji App and the Services should be construed strictly in this context only.

2.3 By downloading, accessing and using the Logoji App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable license to download, install, access and use the Logoji App and the Services for the Term.

2.4 You must only use the Logoji App and Services for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. TERM

This agreement will commence on the date you download and access the Logoji App and shall continue until terminated in accordance with clause 10 (Term).

4. YOUR OBLIGATIONS

4.1 We do not charge you a fee to download, access and use of the Logoji App and the Services, and you will not be required to create or set up an account with us to download, access and use the Logoji App and the Services.

4.2 When accessing and using the Logoji App and the Services, you must at all times:

(a) obtain and maintain all hardware, software and communications equipment necessary to download, access, and use, the Logoji App and the Services;

(b) comply with all Relevant Laws with respect to your obligations under this agreement; and

(c) comply with all our directions, policies and guidelines advised in writing to you or as displayed on the Logoji App from time to time.

4.3 From time to time, Logoji may suspend or restrict access to all, or some parts of the Logoji App and the Services. Logoji will not be liable to you or anyone else if, for any reason, the Logoji App and the Services are unavailable at any time or for any period.

4.4 You must not:

(a) commercialise or exploit the Emoji Stickers or otherwise use the Emoji Stickers for commercial purposes;

(b) modify, enhance, amend, adapt, edit or create derivative works from the Emoji Stickers;

(c) do anything to (directly or indirectly) adversely affect or diminish any Enterprise’s title to, rights or interest in, the Emoji Stickers;

(d) dispute, oppose or challenge, or raise (directly or indirectly through any party) any objections against, the validity of the Emoji Stickers (registered or unregistered) or challenge, revoke, prevent the use or registration of any Emoji Stickers by the Enterprise that owns it;

(e) not apply to register as a trade mark, corporate name, trade name, business name, domain name or other corporate identifier any of the Emoji Stickers;

(f) use any Emoji Sticker in any manner that is likely to cause financial or reputational damage to an Enterprise;

(g) introduce, access, store, distribute or transmit any viruses, worms, trojans or other malicious code into the Logoji App;

(h) violate any Logoji IP or any Enterprise’s or third party service provider’s Intellectual Property Rights;

(i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the Logoji App, or any other third party software that you may access or use through the Logoji App, in any way;

(j) access all or any part of the Logoji App and/or the Services in order to build a product, service or code which competes or reproduces the Logoji App and/or the Services (in full or part);

(k) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Logoji App and /or the Services in any way, or otherwise learn the source code or algorithms underlying the Logoji App and /or the Services;

(l) license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the Logoji App and the Services available to any third party; and

(m) use the Logoji App or the Services for any unlawful purpose or other purpose not authorised by Logoji in writing.

5. INTELLECTUAL PROPERTY

5.1 You acknowledge and agree that:

(a) Logoji, or our licensors, are the owners of the Logoji App (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Logoji App and the Services (including any modifications, enhancements of the foregoing and Usage Data) (collectively, Logoji IP);

(b) the Enterprises or their licensors, are the owners of the Emoji Stickers; and

(c) by accessing and using the Logoji App and the Services does not give you (or anyone else) ownership of, or any right, title or interest in the Logoji IP and Emoji Stickers.

You acknowledge and agree that Logoji:

(a) may use cookies, analytics and other similar technologies to monitor and analyse usage patterns, trends, and other statistical or behavioural data derived from your use of the Logoji App and the Services (Usage Data) for the purposes of providing, operating, maintaining, or improving the Services, the Logoji App, or our other products and services; and

(b) owns all rights, title and interest in the Usage Data on and from creation.

6. OUR OBLIGATIONS

6.1 Subject to your compliance with the terms of this agreement, during the Term, Logoji shall use reasonable endeavours to provide you with access to and use of the Logoji App and the Services.

6.2 The undertaking in clause 6.1 shall not apply in the event of:

(a) any non-conformance which is caused, or contributed, by use of the Logoji App and the Services contrary to our instructions or the terms of this agreement;

(b) modification or alteration of the Logoji App and the Services by any party other than Logoji or our duly authorised Personnel;

(c) the unsuitability or malfunction of the computer hardware or computer software used by you in conjunction with which the Logoji App and the Services are used;

(d) Force Majeure Events; and

(e) the unsuitability or malfunction of the Services when used in conjunction with any software, apps, applications and tools supplied by a third party provider.

6.3 In the event that Logoji fails to provide you with access and use of the Logoji App and the Services in accordance with clause 6.1, Logoji shall use reasonable endeavours to correct any such non-conformance or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.

7. NO WARRANTIES

Logoji does not warrant, represent or guarantee that you have the right to use the Emoji Stickers made available through the Logoji App or that Logoji has been granted a licence or authority from any Enterprise to access and use the Emoji Stickers. You are solely responsible for any use of the Emoji Stickers by you and acknowledge that you do so at your own risk.

7.2 To the maximum extent permitted by Relevant Laws, Logoji excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Logoji App and the Services.

7.3 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other international, national, State or Territory legislation where to do so is unlawful.

7.4 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, Logoji makes no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the Logoji App and the Services (or any Emoji Stickers, Content and Third Party Products and Services generated or made available through the Logoji App and Services) and Logoji will not be liable if the Logoji App or the Services become unavailable for any reason, including directly, or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b) negligent, malicious, willful acts or omissions of third parties (including third party service providers) or other users;

(c) maintenance or repairs carried out by Logoji or any third party service provider in respect of any of the systems used in connection with the provision of the Logoji App or the Services;

(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

7.5 You acknowledge that, to the maximum extent permitted by Relevant Laws, Logoji do not make any warranty or representation that:

(a) your access to, and use of, the Logoji App and the Services will be uninterrupted, virus-free or error-free; and/or

(b) the Logoji App and the Services (or any Emoji Stickers, Content and/or Third Party Products and Services), will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.

7.6 You acknowledge that your access to, and use of, the Logoji App and Services (including Emoji Stickers, Content, Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.

8. LIMITATION OF LIABILITY

8.1 To the maximum extent permitted by Relevant Laws, Logoji will not be liable to you or any third party for:

(a) any Claims or Losses (including Consequential Loss); or

(b) loss of, or damage to, any property or any personal injury, illness or death to you, or any third person,

arising out of, relating or connected to, the provision or use of the Logoji App and Services (including any Emoji Stickers, Content and/or Third Party Products and Services generated or made available through the Logoji App or the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

8.2 All risk in using the Logoji App and the Services passes to you once you download the Logoji App. Logoji assumes no responsibility and Logoji has no liability to you or anyone else for any use of, or reliance on, any Emoji Stickers, Content and/or Third Party Products and Services obtained or generated from your access to, and use of, the Logoji App and the Services.

8.3 To the maximum extent permitted by Relevant Laws, under no circumstances will Logoji’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the amount of AUD $10.

8.4 You agree to defend, indemnify and hold Logoji, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:

(a) your access to, and use of, or reliance on the Logoji App or the Services (including any Emoji Stickers and any Third Party Products and Services);

(b) any breach of Logoji’s, any Enterprise’s or any third party’s Intellectual Property Rights or other rights caused by you; or

9. PRIVACY

We agree that, to the extent that we come into possession of any Personal Information in the course of exercising our rights or performing our obligations under this agreement, we will comply with relevant Privacy Laws and our Privacy Policy, which is incorporated into this agreement. Logoji will not share, sell or disclose your Personal Information to any third party.

10. TERMINATION

10.1 During the Term you may terminate this agreement at any time by deleting the Logoji App from your mobile device.

10.2 Logoji may immediately terminate this agreement any time (without liability to you) by giving you written notice.

10.3 You agree that Logoji may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):

(a) the Logoji App and/or Services;

(b) any Emoji Stickers;

(d) any other products and services offered on, or via the Logoji App (including Third Party Products and Services).

10.4 Cause for such suspension or termination under clause 10.3 may include, but are not limited to:

(a) any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy) and any other agreements entered into between the parties;

(b) serious or repeated breaches or violations of Logoji’s, any Enterprises’ or any third party service providers’ Intellectual Property Rights;

(c) your activities or conduct on, or, via, the Logoji App, brings, or has the capacity to bring, Logoji or the Logoji App into disrepute; or

(d) requests by law enforcement, court or other government agencies.

10.5 You agree that all such suspensions or terminations shall be made at Logoji’s sole discretion and that Logoji shall not be liable to you or any third party for any such suspension or termination.

11. EFFECT OF TERMINATION

On termination of this agreement for any reason:

(a) all licences to use the Services (including Emoji Stickers) and rights of access to the Logoji App granted under this agreement will immediately terminate; and

(b) you should delete the Logoji App from your mobile device.

12. THIRD PARTY PRODUCTS AND SERVICES

12.1 You acknowledge that the Logoji App and Services may require you to use or access Third Party Products and Services and that you do so solely at your own risk.

12.2 We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.

12.3 Logoji recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.

12.4 Logoji does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the Logoji App and Services. It is your sole responsibility to determine that specific products or services meet your needs and are suitable for the purposes for which they are used.

12.5 Any rights you may have to access Third Party Products and Services shall be limited to:

(a) the extent of Logoji’s ability to pass on such rights to you; or

(b) the relevant third party licensor terms.

13. FORCE MAJEURE

Logoji will not be responsible to you (or anyone else) if Logoji is prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

14. DISPUTE RESOLUTION

14.1 Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought.

14.2 The parties must in good faith attempt to resolve any dispute between them.

14.3 If the dispute cannot be resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.

14.4 Each party must continue to fulfil its obligations under this agreement notwithstanding the existence of any unresolved dispute.

15. UPDATES AND VARIATIONS

15.1 Without notice to you, Logoji may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or other characteristics of the Logoji App (including adding, modifying or deleting Emoji Stickers); or

(b) apply or install updates to, or new versions of, the Logoji App.

15.2 You acknowledge that the Content and Emoji Stickerson the Logoji App are subject to change at any time and may be out of date at any given time. Logoji is under no obligation to:

(a) update, correct or fix any Content, Emoji Stickers or errors in the Logoji App. However, we may, at our absolute discretion, provide you with standard user support services during Business Hours; and/or

(b) notify you of any changes to the Content, any Emoji Stickers or the Logoji App unless required by a Relevant Law to do so.

15.3 Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Logoji App. Any changes are effective immediately upon posting to the Logoji App. Your continued use of Logoji App thereafter constitutes your acceptance of all such changes to the agreement.

15.4 Please read this agreement before using the Logoji App as the agreement may have changed since the last time you accessed and used the Logoji App. If you do not agree to any change, then you must immediately stop using the Logoji App and the Services.

16. SEVERABILITY

If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement which will continue in full force and effect.

17. RELATIONSHIP

No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

18. ASSIGNMENT

Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this agreement, except that Logoji may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of Logoji’s business.

19. ENTIRE AGREEMENT

This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

20. JURISDICTION AND APPLICABLE LAW

The laws of the State of New South Wales, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of New South Wales, Australia.

21. DEFINITIONS

In this agreement, the following words shall have the following meanings:

(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.

(b) Business Days means each day excluding Saturdays, Sundays and public holidays in New South Wales.

(d) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

(e) Commencement Date has the meaning in clause 3.

Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Logoji App.

(g) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the agreement:

direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
loss of revenue, profit, income, bargain, opportunity (including professional and career opportunities), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data;
costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.

(h) Emoji Stickers has the meaning in clause 2.1.

(i) Enterprises has the meaning in clause 2.1 and Enterprise has the corresponding meaning.

(j) Force Majeure Event has the meaning in clause 13.

(k) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.

(l) Logoji, our, us or we has the meaning in clause 1.1, and where the context permits, includes its Personnel and Affiliates.

(m) Logoji App means the mobile software application owned, operated and used by Logoji to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the Logoji App.

Logoji IP has the meaning given to it by clause 1(a).

(o) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

(p) Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf)

(q) Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

(r) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.

(s) Privacy Policy means our privacy policy available on the Logoji App or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.

(t) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.

(u) Services has the meaning in clause 2.1.

(v) Term has the meaning in clause 3.1.

(w) Third Party Products and Services means any software, products, services or content (including all Intellectual Property Rights contained therein) that:

are provided by third party providers;
interoperate with the Logoji App or Services; or
may be identified as third party products or services.

(x) Usage Data has the meaning in clause 5.2.

(y) Website means the website located at www.logoji.com and any other website notified by us from time to time.

(z) you or your has the meaning in clause 1.3.

Yes, I have read, understood and accept this agreement.

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APP USER TERMS AND CONDITIONS