Lablogic Terms of Use

These terms and conditions (Terms) apply to your use of Lablogic. These Terms are a binding legal contract between you and Lablogic Pty Ltd (ACN 675 758 853). You cannot access or use Lablogic without agreeing to these Terms and the terms of our Privacy Policy as may be updated from time to time. By accessing or using Lablogic you agree to these Terms and your continued use of Lablogic constitutes your acceptance and acknowledgement of these Terms. You must ensure that all Users read these Terms and the Privacy Policy before accessing and/or using Lablogic or providing any Personal Information to us.

1.1.   Services.  We agree to supply, and you agree to use, Lablogic in accordance with these Terms.

1.2.   Subscription Plans. Lablogic offers three tiers of subscription plan. The tiers are Basic, Pro and Enterprise (Subscription Plans). Subscription Plans have varying product and support inclusions and limitations which will also be described on the website.

1.3.   Registration. You are required to register an account with us before purchasing a Subscription Plan. During registration, we may collect Personal Information from you, including but not limited to your full name, role, email, and payment details. This information will be used solely for account management, customer support, and payment processing in accordance with our Privacy Policy. We do not sell, rent, or share personal information with third parties for marketing purposes. Personal data will be retained only as long as necessary for the purpose of providing the service or as required by law. Upon account termination, users may request immediate deletion of their data by contacting support@lablogic.io.  

1.4.   Access to Lablogic. To access Lablogic, you must purchase a Subscription Plan. As a Subscriber, you control access to your Lablogic product by nominating an Administrator and giving access to Users. It’s important to understand that by granting Users access, Users will be able to view and modify your Subscriber Materials. You acknowledge and agree that you are liable for all Administrators and Users’ use of Lablogic and compliance with these terms. Only Administrators can modify or remove User access. By purchasing a Subscription Plan or otherwise using Lablogic, the Subscriber represents and warrants that they have the authority to act on behalf of the Subscriber in accepting these Terms.

1.5.   Upgrading and downgrading your Subscription Plan. Subscription Plans can be easily upgraded at any time via the “Account Settings” page by Users with appropriate authority.  If you wish to downgrade your Subscription Plan please provide 7 days advanced written notice to us by email at support@lablogic.io. No refunds will be provided in respect of any amounts already paid or pre-paid to us.

1.6.   Things you are not permitted to do when using Lablogic. When accessing Lablogic, you must not: 

●   use Lablogic for any purpose other than the Permitted Purpose;

●   use Lablogic in a way that contravenes any law or infringes any person’s (including third party’s) legal rights including Intellectual Property Rights;

●   interfere with the operation of Lablogic;

●   reverse-engineer, decompile, or otherwise attempt to discover source code, formulae or processes in respect of the software behind Lablogic;

●   copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any Lablogic content (except in respect of Subscriber Materials or where we have given you permission);

●   use Lablogic in any way which is: harmful, threatening, abusive, or otherwise objectionable; and

●   directly or indirectly, introduce or permit the introduction into Lablogic of any software viruses or other malicious computer code, files or programs, or in any other manner whatsoever corrupt, or limit the functionality of Lablogic.

1.7.   Things you must do when using Lablogic. When using Lablogic, you must do so in accordance with the following general responsibilities and obligations:

●     Provide current contact details. You must ensure that we have your up-to-date contact details;

●       Provide accurate data. You are responsible for verifying the accuracy and completeness of the data including the Subscriber Materials that you or your Users input into Lablogic. At all times, you must ensure all information provided is accurate, correct, and up to date;

●     Access. You must access Lablogic within Australia only;

●     Backup Data. There is an inherent risk of data loss with any technology which is why it’s important that you take steps to safeguard your data. You should retain a copy of your records and all Subscriber Materials at all times. Your access to your Subscriber Materials within Lablogic is conditional upon you paying the Fees in full when due; and

●     Secure your data.  You are solely responsible for your account credentials, and for all use and activity carried out under your account. You must ensure that your username and password are not misused, and remain secure and confidential. You should never tell anyone or permit any person to tell anyone your username and password.

2.1.   Fees:  The applicable Fees will be disclosed during your sign-up process when you select your Subscription Plan. 

2.2.   Subscription renewal. Your Subscription Plan will automatically renew at the end of the month. If you do not want to renew your Subscription Plan, you must let us know by email to support@lablogic.io at least 7 days before end of the month.  If you do not provide 7 days notice before the end of the month, your Subscription will renew for a further month.

2.3.   Payment Terms. We will invoice you at the end of each calendar month in arrears for your use of Lablogic. We offer 30-day payment terms, meaning that the credit charge will occur automatically after the end of each month, or in one upfront yearly sum, if you prefer that option. You must pay all Fees by the due date.

2.4.   Direct Debit Authorisation. You authorise us to deduct the Fees payable to us in respect of your use of Lablogic. You give us this authority by providing us with your credit card or other payment details.  We may use a payment processor such as Stripe to process payments and this payment method is subject to the terms and conditions of the applicable payment processor. By proceeding with an order you expressly warrant you have read, understand and agree to those terms (Processor Terms).  We are not a party to the Processor Terms and are not liable to you in any way as a result of the Processor Terms.

2.5.   Recurring Payments. When you purchase a Subscription Plan, you agree that you are authorising recurring payments, and payments will be made to us on a monthly basis by the method that you have agreed to, until the Subscription Plan is terminated.

2.6.   GST: All Fees are subject to GST.  If a Fee is stated as being GST inclusive, then it already includes the GST.  If a Fee doesn’t say it’s GST inclusive, then we will add GST to the amount and you must pay us any GST amount added in accordance with this section 2.6 at the same time you are required to pay us the corresponding GST exclusive amount.

2.7.   Processing Fee payments.

●   Debiting of Fees will ordinarily occur on the invoice due date.  Your first payment will be pro-rated for the appropriate number of days until the end of that month.

●   It is your responsibility to ensure that you have sufficient credit available in your nominated credit card or bank account to cover your monthly payment; and that your card details are up to date.

●   If you update your payment details, you authorise us to continue to charge the applicable bank credit card or account in connection with your use of Lablogic.

2.8.   If your payment is declined.

●   If we cannot debit your Fees from your credit card, we will (1) notify you and any Users on the account, that the account has fallen into arrears; and (2) may attempt to re-draw until the payment is successful.

●   A dishonour fee may also be charged by both us and your financial institution to cover reasonable administrative and processing costs.

●   If the Fees remain unpaid, we may suspend or terminate your use of Lablogic.

2.9.   Changes to Fees. By giving you at least 30 days’ notice, we may change the amount of any Fee or introduce a new Fee and change the circumstances in which, or frequency with which, a Fee is payable. If we materially change the Fees, then you can terminate your Subscription by contacting billing@lablogic.io.

2.10.        Free trials of Lablogic. We may offer you a free trial for a fixed period determined by us from time to time. If you accept any free trial period and/or use Lablogic for no fee during a trial period, you will be subject to these Terms other than as to price and only to the extent the price terms are specifically modified by us in writing.

3.1.   Ownership of Subscriber Materials. The Subscriber owns or has all rights necessary to use the Subscriber Materials as contemplated by these Terms.

3.2.   Licence to Subscriber Materials. The Subscriber grants to us an irrevocable, worldwide, non-transferable, non-exclusive and royalty-free licence to use the Subscriber Materials to perform our obligations under these Terms, to process and analyse Subscriber Materials within the Lablogic platform and for all other purposes to which you expressly consent from time to time.

3.3.   Necessary rights in Subscriber Materials. You warrant that you have all necessary rights to grant us the licence to Subscriber Materials under section 3.2 and access rights under section 5.2.

3.4.   Accuracy and completeness of Subscriber Materials. We are not responsible for any inaccuracy in, or incompleteness of, the Subscriber Materials.

3.5.   Accessing archived Subscriber Materials after termination.  You must download your Subscriber Materials as soon as possible following termination or suspension of Lablogic, and in any event no longer than 30 days after termination. After this period, data will be securely deleted unless required for compliance or legal purposes. You may request immediate deletion of your Subscriber Materials by contacting support@lablogic.io.

3.6.   Data storage, including after the end of your Subscription Plan. Data will be held in secure cloud-based servers in Australia in accordance with our Data Protection Measures. All data held in our systems is subject to back-up and archive processes. At the end of your Subscription, we may retain copies of your Subscriber Materials in our archives for compliance purposes and we may delete Subscriber Materials after a defined period. We may also continue to store and use your Subscriber Materials in accordance with sections 3.2 and 5.2. Our storage and use of the Subscriber Materials remains subject to these Terms. You may request that we delete your Subscriber Materials by contacting support@lablogic.io.

4.1.   Ownership of Lablogic. We own or have a right to use all aspects of Lablogic including but not limited to our documents, software, algorithms, templates, marketing material, trademarks, business names, logos, trading styles, get-up, processes, methodologies and any of our other Intellectual Property Rights, including all enhancements developed through research and development activities.

4.2.   Licence to use Lablogic. Subject to your payment of the Fees, we grant you a non-exclusive, revocable, and non-transferable licence to use Lablogic solely for internal business purposes in the way that we authorise. This licence continues until these Terms are terminated in accordance with this agreement. Any redistribution, sublicensing, modifications or anything not specifically licensed in the first sentence of this section 4.2 requires our explicit prior written consent which may be given or withheld in our absolute discretion.

5.1.   Third Party Applications. We may advertise or recommend Third Party Applications that connect or work in a way which is complementary to or integrates with Lablogic. Third Party Applications may be subject to their own additional terms of use. You are required to agree to and satisfy all terms of use for all applicable Third Party Applications. We make no warranties whatsoever in relation to any Third-Party Applications.

5.2.   Access to Subscriber Materials. If you install or enable any Third-Party Application for use with Lablogic, you consent to us allowing the Third-Party Application to access your Subscriber Materials as required to enable Lablogic and the Third-Party Application to operate together. Any exchange of data or other interaction between you and the Third-Party Application provider is solely between you and them. We are not responsible or liable for any disclosure, modification, or deletion of your Subscriber Materials as a result of any access to Lablogic by the Third Party Application provider. Lablogic does not use Subscriber Materials for AI training, marketing, or data resale.

6.1.           Disruption. Lablogic may be disrupted during certain periods, including but not limited to a result of acts of third parties, telecommunications issues, maintenance, security breaches or other circumstances beyond our control. We will endeavour to notify you of any security breaches and we will manage any security breaches strictly in accordance with our compliance obligations. You acknowledge and agree that we make no representations, warranties or guarantees in relation to the availability, continuity, reliability or security of Lablogic or any Third Party Applications.

6.2.           System maintenance. Where Lablogic is unavailable because of system maintenance or repairs, we will endeavour to inform you beforehand.

6.3.           No liability. To the extent permitted by law, we are not responsible or liable to you or the Subscriber for any Loss or Claim arising from Lablogic or any part of it being delayed, disrupted or unavailable.  To this end, we strongly recommend that you keep your own records and information so that you can continue business outside of Lablogic if required.

7.1.           How can you cancel your Subscription?

●       If you are a Basic or Pro Subscriber, by giving notice. The Administrator of your account can cancel your Basic or Pro Subscription Plan. This can be done by contacting us at least 7 days before the end of the month at support@lablogic.io If you cancel, you will continue to have access to your Basic or Pro Subscription Plan through the end of your billing period. To the extent permitted by the applicable law, payments and pre-payments to us are non-refundable and we do not provide refunds or credits for any partial subscription periods.

●       If you are an Enterprise Subscriber, by giving notice. The Administrator of your account can cancel your Enterprise Subscription Plan. This can be done by providing us with at least 90 days’ written notice before the end of the month at support@lablogic.io. If you cancel, you will continue to have access to your Enterprise Subscription Plan through the end of your billing period. To the extent permitted by the applicable law, payments and pre-payments to us are non-refundable and we do not provide refunds or credits for any partial subscription periods.

●       For breach. You may terminate your Subscription if we fail to remedy a material breach of these Terms within 10 days of you giving us notice of the breach in writing.

7.2.           How can we cancel your Subscription? Lablogic can terminate your Subscription Plan at any time by providing you with at least 30 days written notice. Lablogic can terminate or suspend your access immediately without prior notice if:

●       you fail to remedy a breach of these Terms within 10 days after we give you notice of the breach;

●       you fail to pay overdue Fees;

●       your or your Users’ access to, or use of, Lablogic creates any security concerns with respect to Lablogic, your Subscriber Materials, the Subscriber Materials of any other person;

●       you or any of your Users use or attempt to use Lablogic in any way not expressly permitted by these Terms; or

●       you go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors.

7.3.           What happens on Termination? Unless otherwise specified, termination is effective on the last date of the month so long as you have provided the number of days’ notice that apply to you in these Terms. If you have not provided at least the number of days’ notice that apply to you in these Terms, you will be charged for and have access for the next full month. On the date that termination of your Subscription Plan is effective:

●       the licence granted under section 4.2 terminates and your use of Lablogic will cease; and

●       you and any Users will only be able to access Subscriber Materials for a period of 30 days after termination to extract your materials (refer section 3.5 above).

8.1.           Liability

If you accept these Terms, they do not exclude, restrict or modify the application of any part of the Australian Consumer Law (ACL).To the extent permitted by law, we provide no warranty and make no claim in relation to our performance, the performance of Lablogic, or any service associated with Lablogic including Third Party Applications.

Our liability to you for any non-compliance with a statutory guarantee, or Loss or Claim arising out of or in connection with the supply of goods or services under these Terms, or any breach by us of these Terms however arising (including negligence), is limited to: the resupply of Lablogic or the service (as applicable); or the cost of re-suppling Lablogic or the service.  Where the ACL applies and there is a major failure in the services, we will provide you with another remedy as required by the ACL. 

To the extent allowed by law, representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded.

To the extent allowed by law, under no circumstances will we be responsible for any consequential or indirect Loss, suffered by you or any third party in connection with Lablogic, our website or services or these Terms.

8.2.           Indemnity to us and Third Parties.

You indemnify us, our staff and other Third Parties (Indemnified Parties) against any Loss or Claim suffered or incurred by the Indemnified Parties or any of them arising from your (and your Users’) negligence, misrepresentation, fraud, breach of law or breach of these Terms or the loss or misuse of your password and username. If the Indemnified Party caused or contributed to a Loss or Claim, then your liability is limited to the amount of the Loss or Claim which is directly attributable to your conduct.

9.1.           Changes to these Terms and Lablogic. We may change any of these Terms or discontinue or make changes to our products, including Lablogic. This might include discontinuing the product, adding or removing features, or changing the inclusions in our product. Your continued use of the Lablogic irrevocably signifies your acceptance of any changes.

9.2.           Prior notice. We’ll endeavour where reasonably practical to give you at least 30 days’ prior notice of any change that is likely to materially affect or disrupt the way you use Lablogic.

9.3.           Urgent changes. In some special and urgent cases usually relating to security, we may change your use and access to Lablogic without advance notice.

9.4.           Right of termination. If we make a change to Lablogic or these Terms then you have the option to terminate your Subscription by giving notice in accordance with section 10.1.

10.1.        Each party (Recipient) must keep confidential, and not disclose, any confidential information of the other party (Discloser) except:

10.1.1.         where permitted by these Terms or any other document referred to in these Terms;

10.1.2.         with the prior written consent of the Discloser;

10.1.3.         where the confidential information is received from a third party, except where there has been a breach of confidence;

10.1.4.         on a confidential, “need to know” basis to the Recipient’s personnel, agents, and professional advisors; or

10.1.5.         where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.

10.2.        The Recipient must only use the Confidential information of the Discloser for the purpose for which it was disclosed and in connection with these Terms.

11.1.        Notice. You agree that all communications between you and us in relation to Lablogic will be by email, by in-product notification, or by us posting a notification on our website.  Any notice or other communication to or by a party by email is taken to be received at the time of transmission as recorded from the sender’s e-mail exchange (unless the sender receives a delivery failure notification indicating that the email has not been delivered).  If the delivery or receipt is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following day.

11.2.        In-product and website notifications.  We may provide a notice or other communication to you by a posting to the website or within the Lablogic platform. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check the website and your Lablogic account for notices or other communications.

11.3.        This is our complete agreement. If you are a Basic or Pro Subscriber these Terms constitute the entire agreement between you and us. If you are an Enterprise Subscriber these Terms and your contract with us constitute the entire agreement between you and us.

11.4.        Severability. A term or part of a term of these Terms that is illegal or unenforceable will be severed from the Terms and the remaining terms or parts of the terms of these Terms continue in force.

11.5.        Assignment. You cannot assign or otherwise transfer the benefit of the agreement between us and you without our prior written consent. We can assign or otherwise transfer the benefit of the agreement between us and you at any time.

11.6.        Jurisdiction. These Terms are governed and construed by the laws of Victoria.

11.7.        Disputes and Customer Complaints. If you have any questions, complaints or claims that you wish to raise with Lablogic you can contact us at support@lablogic.io.  If a dispute arises out of or relates to the Terms, the parties must either resolve such dispute, agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Institute Victoria or his or her nominee with the mediation to be held in Victoria. In the event that the dispute is not resolved at the conclusion of the mediation, the dispute will be resolved by arbitration as agreed by the parties. The seat of arbitration shall be Melbourne, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. The parties are equally liable for the fees and reasonable expenses of any mediator, arbitrator, the cost of the venue and any other amounts related to holding the mediation and/or arbitration provided that the parties must each pay their own costs associated with any mediation and/or arbitration.

The following expressions have the following meaning:

Administrator means any User that has administrator rights over your account.

Data Protection Measures means measures that are designed to comply with and which we administer using reasonable efforts to comply with appliable Australian data protection laws and includes measures as to encryption and secure access controls.

Fees means those fees relating to your Subscription Plan as disclosed to you when you initially signed-up, or as disclosed to you when you upgraded or downgraded your plan and any changes to those fees as otherwise communicated to you in accordance with these Terms.

Intellectual Property Rights means all present and future intellectual property rights, including patents, copyright, designs, trade marks, know how and moral rights.

Loss or Claim means any loss, liability, claim, action, proceeding, damage, compensation, cost or expense (including all reasonable legal costs and expenses), including liability in tort and any consequential or economic losses.

Permitted Purpose means to use Lablogic for your own ordinary business purposes as a media planner, brand marketer, agency or other advertising professional who manage large-scale campaigns for campaign management, offering predictive analytics, audience insights, real-time budget tracking, and industry benchmarks.

Personal Information means that term as defined in the Privacy Act. In general terms, this is information about an identifiable individual.

Privacy Act means the Privacy Act 1998 (Cth) as amended or replaced from time to time.

Subscription Plans has the meaning given to it in section 2.

Subscriber means the business or individual that subscribes to Lablogic.

Subscriber Materials means data, information, text, graphics, images or works of authorship of any kind, information (including Personal Information), campaign data, client briefs, budget allocations, performance insights, generative artificial intelligence created recommendations and other materials entered or uploaded by you or any Users into Lablogic.

Subscription means your subscription to Lablogic.

Third Party Application means any application or service offered by a third party to integrate and be used in conjunction with Lablogic, including without limitation Meta Ads, Google Ads, DV360 and Integral Ad Science.

User means a person authorised, permitted or not prevented by the Subscriber to use Lablogic;

We, us and our means Lablogic Pty Ltd (ACN 675 758 853).

You and your means the Subscriber, Administrator and User as applicable.