As part of the Service, Locus will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the Locus website incorporated by reference herein, including but not limited to the Use Guidelines, Privacy, and Security Statements. For reference, a Definitions section is included at the end of this Agreement.
Charges and Payment of Fees:
Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to license fee currently in effect or negotiated with Locus. Payments may be made annually, monthly, or quarterly, consistent with the Term of Agreement between Customer' and Locus. License fees are nonrefundable whether or not on-line services are actively used. Customer must provide Locus with approved purchase order information as a condition to signing up for the Service. Locus reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail.
Billing and Renewal:
Locus charges and collects fees based on actual usage (per user, per site, per record) and storage for use of the Service. Locus will automatically renew and bill and issue an invoice to Customer (a) every month for monthly licenses, (b) every quarter for quarterly licenses, or (c) each year on the subsequent anniversary for annual licenses. Fees for services will be charged on an as-quoted basis. Locus's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Locus's income.
Customer agrees to provide Locus with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Locus reserves the right to terminate Customer's access to the Service in addition to any other legal remedies.
Invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date.
Unless Locus in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers") and (ii) all other entities will be billed in U.S. dollars, Euros (€) or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Locus ("Non-U.S. Customers").If Customer believes that the bill is incorrect, Customer must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to Locus herein, Locus reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or Locus initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Locus may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.
Suspension of Service:
In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, Locus reserves the right to suspend the Service provided to Customer. Locus also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that Locus has no obligation to retain the Customer Data if the account is more than 30 days overdue, and such Customer Data will be irretrievably deleted if the account is unpaid after 30 days.
Privacy & Security:
Locus's privacy and security policies may be viewed at https://login.LocusFocus.com or https://www.locusfocus.com/eim. Locus reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
Locus grants Customer a non-exclusive, non-transferable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer grants to Locus the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the Locus Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Locus shall not use the Customer Data for any purpose other than to provide the Service to Customer. All rights not expressly granted to Customer are reserved by Locus and its licensors.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device.
Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the Locus Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Locus shall not use the Customer Data for any purpose other than to provide the Service to Customer.
Customer is responsible for any and all activities that occur under Customer's user accounts. Customer shall: (i) notify Locus immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Locus immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; (iv) assure that use of the Service by Customer's Users shall at all times conform to the Use Guidelines; and (v) not impersonate another Locus user or provide false identity information to gain access to or use the Service.
Account Information and Data:
All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not Locus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and Locus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Locus will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests. Locus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and Locus shall have no obligation to maintain or forward any Customer Data.
Customer agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, Customer agrees to adhere to these Use Guidelines, which may be updated by Locus in its sole discretion from time to time.
Termination/Reduction in Service Level:
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one month, three months, one year, or another schedule as determined by Customer's election, commencing on the date Customer agrees to pay for the Service. This Agreement will automatically renew upon the expiration of the Initial Term. Locus may terminate this Agreement or reduce the level of service by notifying the other party in writing at least 30 days prior to the end of the then current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You will be billed for the period from the date you initiate the termination/reduction up to and including the date one month following the date you initiated the termination/reduction at the service level prior to such termination/reduction. Upon termination/reduction, you will not be granted a refund of any prepaid charges applicable to the period starting one month after our receipt of your written notice of the termination/reduction.
In the event this Agreement is terminated for any reason, Locus will make available to Customer an exact mirror copy of the Customer Data and Customer Information from the Locus site within 30 days from Customer's notification of readiness to accept the data, or as soon thereafter as practicable. Locus will provide Customer Data and Customer Information in a restorable, reproducible backup format as reasonably requested by Customer to be delivered to the Customer via technology that has been mutually agreed upon. Locus will have the right to purge the data out of its system after Customer's written acknowledgement to the Locus that the data export was acceptable and back-up copies are no longer needed. The Customer will continue to be responsible for all fees to Locus through the date of written acknowledgement to the Locus that back-up copies are no longer required. If Customer so requests, Locus can provide export to other commercially available databases or a database provided by Customer, at Customer's cost. If custom programming is required, Locus will provide custom programming interface to other systems, services to be provided in accordance with this Agreement and in accordance with the the Locus Standard Rate Schedule in effect at the time of Termination.
Termination for Cause:
Any breach of Customer's payment obligations, Use Guidelines, unauthorized use of the Locus Technology or Service will be deemed a material breach of this Agreement. Locus, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. In addition, Locus may terminate a free account if Customer does not first log on within 30 days after registration or if 90 days have passed since Customer last logged on. Customer agrees and acknowledges that Locus has no obligation to retain the Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Customer may not give access to the Locus services to Locus's direct competitors, except with Locus's prior written consent. In addition, Customer may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
Third-Party Applications and Locus Services:
If Customer installs or enables Third-Party Applications for use with Locus Services, Customer acknowledges that Locus may allow providers of those Third-Party Applications to access Customer Data as required for the interoperation of such Third-Party Applications with the Services. Locus shall not be responsible for any disclosure, modification, or deletion of Customer Data resulting from any such access by Third-Party Application providers. Locus shall allow Customer to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Locus Services.
For security reasons, users are not allowed multiple simultaneous logins from multiple IP addresses to Locus's Services. Locus tracks IP addresses of users and sharing user ID and passwords is strictly prohibited. Users must come from a valid IP address or may experience denial of service.
Locus alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Locus technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Locus technology or Intellectual Property owned by Locus to Customer. The Locus and LocusFocus name, the Locus logo, and the product names associated with the Service are trademarks of Locus, and no right or license is granted to use them.
Representation & Warranties:
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Locus represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Locus help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with the Use Guidelines.
Customer shall indemnify and hold Locus, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that Locus (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Locus of all liability and such settlement does not affect Locus's business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim. Locus shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of Locus of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Locus; provided that Customer (i) promptly gives written notice of the claim to Locus; (ii) gives Locus sole control of the defense and settlement of the claim (provided that Locus may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Locus all available information and assistance; and (iv) has not compromised or settled such claim. Locus shall have no indemnification obligation, and Customer shall indemnify Locus pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, and hardware or business process(s).
Disclaimer of Warranties:
LOCUS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; LOCUS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LOCUS AND ITS LICENSORS.
LOCUS'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LOCUS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability:
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.
Local Laws and Export Control:
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Locus and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses the Service from outside the United States of America and/or the European Union, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.
Modification to Terms:
Locus reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer's consent to such changes.
This Agreement may not be assigned by Customer without the prior written approval of Locus but may be assigned by Locus to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
With respect to the U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.
As used in this Agreement and in any Order Forms now or hereafter attached hereto: "Agreement" means this online services agreement, and any Order Forms, whether written or submitted online, and any materials available on the Locus owned websites specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Locus from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service; "Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to Locus via this web site; "Customer Data" means any data, information or material provided or submitted by Customer to Locus in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by using the provided services; "Initial Term" means the period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process, i.e., if the billing frequency is monthly, the Initial Term is one month; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses online or by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted online, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail. "Locus" means Locus Technologies a California corporation, having its principal place of business at 299 Fairchild Drive, Mountain View, California 94043, USA. "LocusFocus", "Environmental Information Management" (EIM)™ , eWell, eSurvey, eWaste, eAutomation, ePortal, mean all of Locus's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Locus in providing the Service; "Service(s)" means the online customer relationship management, billing, data analysis, and other corporate services developed, operated, and maintained by Locus accessible via http://www.LocusFocus.com or http://www.LocusFocus.net or http://www.Locustec.com or http://www.blue292.com or other designated web site or IP address or ancillary services rendered to Customer by Locus, to which Customer is being granted access under this Agreement. Technology and the Content; "System Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer's use of the Service; "Use Guidelines" means the guidelines for use of the Service promulgated from time to time by Locus pursuant to this Agreement. "User(s)" means Customer, its employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Locus at Customer's request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Locustec.com. Locus Technologies™, LocusFocus™, EIM™, eWaste™, eWell™, eSurvey™, and eAutomation™ are registered trademarks of Locus Technologies.