SUMMARY OF CLAUSES

 Please note, these are only summary clauses for some of the terms of the Merchant Agreement. Please ensure you read, understand and accept all terms, conditions and obligations under our full Merchant Agreement which can be found here, prior to entering into an Agreement with LOKE.

 

EXCLUSIVITY

The customer agrees that whilst using the LOKE product they will not use, build or engage with any product, service or software that is similar or competes with LOKE unless it has been disclosed and approved by LOKE.

For full terms related to Exclusivity please click here.

SCOPE AND PROVISION OF PLATFORM

LOKE agrees to provide access and support to the Platform for the duration of the customers contract.

LOKE will keep the Platform available and free of malicious code to their best ability, however, the customer acknowledges that services and/or the platform may be interrupted and LOKE is not responsible for any delays.

The customer accepts that they will act lawfully in relation to business conducted through LOKE.

For full terms related to Scope and Provision of Platform please click here.

 

CUSTOMER'S OBLIGATIONS

Customer agrees to;

(1) provide LOKE all instructions, assistance and access to information and people relevant to perform and deliver Services;

(2) include the words “Powered by LOKE” on its customer facing sites and user interfaces, or similar wording, in a form, manner, size and placement agreed to by LOKE (acting reasonably);

(3) ensure any Customer Data obtained by the End User was obtained legally and without infringement; and

(4) have in place reasonable safeguards and precautions to protect LOKE and its Platform.

For full terms related to Customer’s Obligations please click here.

 

OWNERSHIP

Each party will retain the exclusive ownership of all its pre-existing Intellectual Property, Confidential Information and materials. Customer shall always retain all right, title and interest in and to all of Customer’s Pre-Existing Technology and all Intellectual Property that is developed by Customer or by a third-party on Customer’s behalf thereafter, other than LOKE Intellectual Property.

For full terms related to Ownership please click here.

 

LICENSES
LOKE grants the Customer and its Affiliates the non-exclusive right, not transferable, non- sub-licensable right to use the Platform and the Services in the Territory, solely for the Customer’s internal business, and to enable the Platform and Services to be used by its Affiliates and their End Users. 

For full terms related to Licenses please click here.

 

WARRANTIES

Customer’s sole and exclusive remedy for breach of warranty will be re-performance of the services or termination of the agreement and reimbursement.

For full terms related to Warranties please click here.

 

PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT INDEMNIFICATION

LOKE will defend any claim against a Customer that a Service infringes third-party patents or copyrights and will indemnify Customer against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim. Customer must notify and cooperate with LOKE to ensure adequate time and ability to defend, settle or respond, otherwise LOKE’s indemnity may be reduced. LOKE has no obligation for any IP claim based on specific criteria found in clause 9.5.

For full terms related to Patent, Copyright and Trademark Infringement Indemnification please click here.

 

 

INDEMNITIES BY CUSTOMER

Customer agrees to indemnify LOKE and its associates against any Claim reasonably and properly suffered by any of the indemnified persons as a result of a breach of contract or commitment of a negligent, fraudulent or wrongful act or omission by the Customer or any person for whom the Customer is responsible.

For full terms related to Indemnities by Customer please click here.

 

LIMITATION AND EXCLUSION OF LIABILITY

Except for Customer’s breach of LOKE’s intellectual or proprietary rights, neither party may bring a claim under this Agreement more than 24 months after the cause of action.

LOKE’s liability under any clause in this Agreement is limited to the greater of

a)      $100,000; or

b)      the money paid under this Agreement during the 12 month period prior to the cause of action.

For full terms related to Limitation and Exclusion of Liability please click here.

 

CONFIDENTIALITY  

Customer and LOKE acknowledge that they may each obtain Confidential Information (CI) in connection with this Agreement and their relationship. The receiving party shall at all times keep in trust and confidence all such CI and may use such CI solely for the purpose of furtherance of the business relationship between the parties as provided in this Agreement.

For full terms related to Confidentiality please click here.

 

CONTENT, PRIVACY AND DATA PROTECTION       

LOKE privacy statement is available on their website here. The customer is solely responsible for its content. LOKE will use Content and Customer Data in accordance to this agreement. Each party agrees to comply with all privacy and data collection laws.

For full terms related to Content, Privacy and Data Protection please click here.

 

ORDER FORM, FEES, INVOICING AND PAYMENT

Payment terms are net 7 days from invoice date.

LOKE may charge additional fees for upgrades or an increase in fees with 3 months notice.

For full terms related to Order Form, Fees, Invoicing and Payment please click here.

 

SUSPENSION OF SERVICES

LOKE is entitled, without prejudice, to suspend any of the Services when necessary. Customer agrees and acknowledges that during any suspension under this Section, all Fees shall continue to be payable and paid. Where a suspension of services is for unscheduled maintenance, LOKE will endeavour to provide at least 1 business days notice.

For full terms related to Suspension of Services please click here.

 

TERM, SERVICE TERM AND TERMINATION

The Platform will be provided to the Customer for the Initial Service Term and automatically renewed every 12 months thereafter. Either party may terminate this Agreement during the Initial Service Term by giving the other party a minimum 12 months prior written notice, else a request must be submitted to the court appointed administrator.

For full terms related to Term, Service Term and Termination please click here.

 

ASSIGNMENT AND SUBCONTRACTING

Neither this Agreement nor any right or obligation under this Agreement may be assigned by a party without the other party’s prior written consent. LOKE may assign this Agreement and any right or obligation under it to an Affiliate without Customer’s approval.

For full terms related to Assignment and Subcontracting please click here.

 

EXPORT, RE-EXPORT, TRANSFER & USE CONTROLS

LOKE products, technology and Services are subject to the laws of England and Wales and local export control laws and regulations.  The parties shall comply with such laws and regulations governing use, export, re-export and transfer of products and technology and shall obtain all required authorisations, permits or licenses.

For full terms related to Export, Re-Export, Transfer & Use Controls please click here.