These General Terms & 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“Terms”) shall apply to all agreements (an “Underlying Agreement”) between (“Customer”) and Locstatt unless expressly rescinded in writing by an authorized representative of Locstatt.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
1.1 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.
1.2 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.
1.3 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.
2.1 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.
2.2 The Services may be used only in accordance with these Terms or an Underlying Agreement.
2.3 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.
2.4 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
3.1 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.
3.2 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.
3.3 As a subscriber to the Service, Customer will have a nonexclusive, nontransferable, 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.
3.4 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 or this license.
3.5 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.
3.6 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
4.1 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
5.1 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.
5.2 This Agreement will begin on the Effective Date and will continue and automatically renewed every month as a monthly subscription unless Customer and or Locstatt requests termination at least 30 days prior to the end of the then current term.
6. PRICING AND BILLING
6.1 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 monthly payment increase.
6.2 All invoices are due within 30 (thirty) days of invoice date. All past due invoices shall bear interest 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
6.3 The Company Size charged at $1 per person, as shown in the pricing guide, is based on the total number of Active Employees that access the Apps, and in addition to this, any employee with a training record created against their Locstatt ID but has not necessarily accessed an App will also be included in the Company Size. Any employee listed in either App usage and/or training record will only be recorded in the Company Size one time for that billing cycle.
6.4 The Basic Monthly Membership charged at $260, after initial set up is complete, allows per month; 3 hours of additional training; 4 hours of additional manual loading of Training Records, after which a fee of $0.25c is charged per Training record manually uploaded, and an hourly rate of $75 for Training. There is no extra charge for automated loading of Training Records performed via the system. Included in the membership is the conversion of Power Point, Word & PDF Training content; uploading of Audit & Inspection content & form conversion; data maintenance, curation, and update of company information; provision of technical support and common troubleshooting; update employee lists, training records, requirements; run diagnostic reports to ensure integrity of information; provide training sessions to customers and users; provide help and assistance on queries related to use of Locstatt software and web system; follow-up with users to ensure issues have been resolved or need additional assistance; follow-up and update customer status and information.
Further customization is performed on a case by case basis at our discretion and, depending on the nature and size of the customization required, will be performed free of charge or by a signed and mutually agreed price.
6.5 USER Access charged at $4 per User is defined by having Access to the Mobile and/or Web access via a username and password linked to an email. This allows for, but is not limited to, the creation of Audits, BBS Observations, Incidents, Hazard Hunts, JSA’s, Lessons Learned, Remedial actions, access to the Company Performance Overview, reports, weekly and monthly automated email reports, data compression analysis, and an enhanced level of support.
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. 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
8.1 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
9.1 In no event will Locstatt be liable to Customer for exemplary or consequential damages, including, without limitation, lost profits.
9.2 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.
10.1 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.
11.1 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.
11.2 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.
11.3 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.
11.4 Customer may send notices to Locstatt by email to email@example.com
11.5 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.
11.6 The validity, performance, construction, and interpretation of this Agreement shall be governed by the laws of Nevada.
11.7 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.
11.8 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.