These General Terms and Conditions (these “Terms”) shall apply to all agreements (an “Underlying Agreement”) between (“Customer”) and Locstatt unless expressly rescinded in writing by an authorized representative of Locstatt.
1. THE SERVICE
- The Service(s) to be performed by Locstatt for Customer (collectively, the “Service”) will be set forth in the Underlying Agreement. Customer’s use of the Service will be in accordance with these Terms.
- Locstatt is providing use of the Service solely to Customer. Customer will be provided a password by Locstatt to access the Service. Customer will not share Customer’s password or allow any other person or entity to use Customer’s account.
- Customer is responsible for maintaining the confidentiality of Customer information uploaded to the website.
2. TERMS AND CONDITIONS
No person under the age of 18 years may use the Service.
- The Service is provided on an “AS IS” and “AS AVAILABLE” basis. Locstatt reserves the right to restrict or terminate Customer’s access to the Service at any time that Locstatt believes that Customer’s use of the Service is in any manner inappropriate or in violation of applicable laws or the Underlying Agreement between Locstatt and Customer.
- The Services may be used only in accordance with these Terms or an Underlying Agreement.
- Personal data will be collected, processed and used by Locstatt for the purpose of providing the Service and to facilitate transactions that Customer enter into with Locstatt through the Service. Personal data will not be used for marketing purposes and will not be disclosed to any third parties (including advertisers and suppliers). All Customer information will be treated as confidential and shall not be disclosed to any third-party without the express written consent of Customer.
- Customer is responsible for the content and accuracy of data connected with the Service. Locstatt does not monitor or verify Customer input and Customer is wholly responsible for any inaccuracy or unsuitability of content added to the Service.
3. COPYRIGHT, LICENSES & TRADEMARKS
- The contents of the Service (including without limitation all programs, compiled binaries, interface layout, interface text, documentation and graphics) are protected by copyright, & may not be reproduced in any form or used in any way except with Locstatt’s prior written consent or in accordance with the terms set out below. Locstatt reserves any rights not expressly granted to Customer. Customer may not sell or modify the content or reproduce, display, publicly perform, distribute, or otherwise use the Locstatt website or Service content in any way for any public, commercial, or non- commercial purpose.
- The Service and all related documentation, and other support materials are either patented, copyrighted, constitute valuable trade secrets (whether or not any portion of them may be copyrighted or patented) or are otherwise proprietary to Locstatt. Customer will not remove or obscure the Locstatt copyright, trademark or other proprietary notices from any of the materials contained in the Service.
- As a subscriber to the Service, Customer will have a nonexclusive, non- transferable, non-assignable, personal right to use the Service. Any software and/or documentation provided to Customer in connection with the Service is being licensed (not sold) to Customer for Customer limited use, pursuant to these Terms and an Underlying Agreement. Locstatt or the third-party owner of the Service retains all ownership, rights, title and interest in and to the Service, including but not limited to trade secrets, know how, methodologies and processes, and in all copies of it. Locstatt reserves all rights not specifically granted in this license, including domestic and international copyrights. Subject to the foregoing, Locstatt acknowledges that the content of any Health, Safety, Security and Environmental data uploaded to Locstatt under this license, is Customer’s property and Customer own all rights to that content.
- Customer may not redistribute, sell, duplicate, decompile, reverse engineer, or disassemble the Service. Customer may not modify, alter, change or otherwise make any modification to the Service or create derivative works based upon the Service. Customer may not rent, lease, resell, sublicense, assign, distribute or otherwise transfer the Service orthislicense.
- Certain third-party software may from time to time be also made available to Customer on this Site. Locstatt is in no way responsible for this software. It makes no warranty or representations regarding, and does not endorse, such software. Customer uses the software at Customer’s own risk. Customer use of the software is a matter which is entirely between Customer and the third-party software provider.
- The Locstatt name and logo, and any variations thereof, and other trademarks or trade names used in the provision of the Service are registered trademarks or proprietary to Locstatt. Customer must not use these or any other registered or unregistered trademarks without prior written approval from Locstatt.
4. INTERRUPTIONS OF SERVICE
Locstatt is not responsible for performance degradation and delays due to conditions on the Internet or due to the equipment or actions of wireless or landline service providers for data transmission.
5. TERM AND TERMINATION
- These Terms are effective for the same term as any Underlying Agreement and, to the extent provided, shall survive the termination of the Contract(s) for Service. Upon default by any party hereto in any other material respect in the performance of any obligation hereunder, the non-defaulting party may give notice in writing to the defaulting party specifying the nature of the default. Unless such default is cured within thirty (30) days of such written notice the non- defaulting party reserves the right in its sole discretion, to immediately terminate the Underlying Agreement and Customer’s access to the Service without further notice. In the event of termination, Customer shall remain responsible for all charges and fees incurred by Customer regarding the use of the Service through and including the date of termination. In the event of default by Customer, any prepaid but unearned subscription fees paid by Customer to Locstatt shall be considered earned and no refund shall be given. In the event of a default by Locstatt, any prepaid but unearned subscription fees paid by Customer to Locstatt shall be refunded within ten (10) days of termination.
- This Agreement will begin on the Effective Date for an initial set Term of 12 months. After the initial 12 months, depending on which option Customer has chosen, it will either renew for a further 12 months, or automatically renew every month as a monthly subscription. Locstatt reserves the right to terminate this Agreement by giving 30 days’ notice at any time. Customer may request termination on the monthly subscription (after the initial 12-month contract has been fulfilled) by giving 30 days’ notice. Customers on the annual subscription can request termination 30 days prior to the end of the annual contract.
6. PRICING AND BILLING
- Locstatt, from time to time, may deem it necessary, at Locstatt’s discretion, to change or modify service pricing. Locstatt will notify Customer of upcoming price changes at least 30 days prior to any change. Notifications of any such changes will be made in writing and will become effective at Customer’s next billing date or at least 30 days after notification, whichever is later. Customer will have the option to terminate this Agreement as of the effective date of the increase. To exercise the termination option provided for herein, Customer must give Locstatt written notice of its intent to terminate this Agreement within 20days of the date of Locstatt’s written notice of Customer to increase pricing. The failure of Customer to timely exercise the termination option provided for herein will be deemed to be an acceptance of the payment increase. A price increase per User will not be permitted for any Customer within their first 12-month term unless Customer would like to upgrade their Plan to the next level. A price increase per User for Customers on an annual payment term will only be permitted at the end of the current 12-month contract unless they want to upgrade to the next Plan.
- All invoices are due within 30 (thirty) days of invoice date unless changed by agreement in writing between Locstatt & Customer. Past due invoices shall bear interest payable at the lesser of 12% per annum or the maximum applicable legal rate. An invoice of more than 30 days past due will cause the Locstatt service to be suspended until payment is received. Credit card facilities are available for immediate payment of any overdue account by contacting firstname.lastname@example.org . A convenience fee of 2.9% is applied to all credit or debit card payments.
- The Company Size is made up of employees with User Access connected to a Locstatt ID. User Access is charged at $12 per User per month for the Basic Plan, and $18 per User per month for the Professional Plan. The Enterprise Plan is charged at an agreed price between Locstatt & Customer for the entire Company Size depending on the number of Users and requirements for customization. All three Plans have a varying degree of discount applied for the annual term contract depending on Company Size. Contact email@example.com to discuss your discount.
If Customer increases its Company Size by adding more Users during a current billing term, the extra User numbers will incur an additional invoice billed immediately at a prorated fee for the remainder of the current billing term. The additional invoice will be due & payable with 30-day terms. Then, at the start of Customer’s next billing cycle, the new Company size will be charged as a whole.
Example: You’re on the Professional Plan with an annual hypothetical discount of 10%, and Company Size 55 renewing on January 1st each year. If you increase your Company Size to 60, by adding 5 Users on September 1st, you will receive an invoice (5x18x12 minus 10% = $972) ($972×122/365 days) =$324.88 for the additional 5 Users for the remaining 4 months (122 days).
If Customer decreases its Company size by removing Users, Customer will be credited with a prorated amount for the number of Users removed during the current billing cycle. Then, at the start of Customer’s next billing cycle the credit will be applied, and the new Company Size will be billed as a whole.
IMPORTANT NOTE: If you are on an annual plan with the associated discounts, you can only decrease your Company Size 30 days before your renewal date.
Example: You’re on the monthly Basic Plan which renews on the 1st of each month, with Company Size – 29 Users. On the 20th of the month, you decrease your Company Size to 24 by removing 5 Users. You will be credited $12 x 5 (11/31 days) = $21.29 for the remainder of your billing cycle. Then on the first day of your next month, you will be billed at the new monthly rate of Company Size 24 with your prior month credit applied.
7. LINKS TO OTHER CONTENT
7.1 As part of Customer Service, Customer will have access to the Locstatt Company specific web site and software for reviewing the status of Customer management systems. This site and the main Locstatt site may have links to content or services provided by partners or other service providers; this includes any Application Programming Interface (API) that has been integrated with Customers’ Locstatt records. Locstatt does not assume responsibility for the availability or content of these sites and resources. Therefore, any concerns that Customer may have regarding any site should be directed to the relevant site administrator or webmaster.
8. DISCLAIMER OF WARRANTIES
LOCSTATT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. LOCSTATT MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NEITHER DOES LOCSTATT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE.
9. LIMITATION OF LIABILITY
- In no event will Locstatt be liable to Customer for exemplary or consequential damages, including, without limitation, lost profits.
- Notwithstanding any other provision of this Agreement, in no event will either party’s liability to the other exceed the remuneration paid to Locstatt under the applicable Underlying Agreement.
- Each party will indemnify and hold the other party including its subsidiaries, affiliates, directors, members and employees, harmless from and against any claim or demand, including reasonable attorneys’ fees, made by any third party resulting from or arising out of a party’s own breach of these Terms or an Underlying Agreement.
- This Agreement is intended as the complete, final and exclusive statement of the terms of the agreement between the parties relating to the subject matter hereof and supersede all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof.
- Locstatt may make changes to these Terms upon not less than 30 days written notice to Customer and such revised Terms shall be applicable to all Services provided after the effective date of any such changes. Should Customer object to any such changes, Customer may terminate these terms and any Underlying Agreement within 10 days of Customer’s receipt of any notice of change.
- Except with respect to Customer payment obligations under this Agreement, neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance caused by acts of the other party, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, interruption in telephone service, strike, labor trouble, war, riot, accident, shortage, delay in transportation, or any other causes beyond the reasonable control of the party whose performance is so delayed.
- C u s t o m e r m a y s e n d n o t i c e s t o L o c s t a t t b y e m a i l t o firstname.lastname@example.org.
- A waiver of any default of these Terms or an Underlying Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in these Terms or an Underlying Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.
- The validity, performance, construction, and interpretation of this Agreement shall be governed by the laws of Nevada.
- All disputes, claims, and controversies between the parties arising out of these Terms or an Underlying Agreement shall be submitted to binding arbitration in Las Vegas Nevada in accordance with the rules and regulations of the American Arbitration Association.
- Sections 8 (“Disclaimer of Service Warranties”), 9 (“Limitation of Liability for The Service”) and 10 (“Indemnification”) will survive the termination of these Terms or any Underlying Agreement.