Martin Technical Rapid LOTO Service Terms and Conditions

These Martin Technical Rapid LOTO Service Terms and Conditions (“Terms and Conditions”) are effective as of March 30, 2018.  Welcome to Martin Technical Rapid LOTO, www.myrapidloto.com (the “Site”), Martin Technical Rapid LOTO Writer App and Martin Technical Rapid LOTO Inspector App (together the “Apps”) (collectively the Site and the Apps are referred to as the “Service”).  The Service allows you to create or upload and store lockout procedures and auditing information for your business (the “Data”). 

By using the Service, and by signing the Purchase Order, you agree to these Terms and Conditions. Martin Technical reserves the right to make changes to these Terms and Conditions, and any changes will be posted on the Site and become effective immediately upon posting. 

Grant of License to Access and Use Service. You are granted a non-exclusive, non-sublicensable, non-assignable, royalty-free license to access and use the Service solely according to these Terms & Conditions.

Availability. Martin Technical will use reasonably efforts to ensure the Service is available 24/7.  However, it is possible that on occasion the Service may have to be taken offline for scheduled maintenance.  Martin Technical will use reasonable efforts to publish advance details of unavailability on the Site.

Fees. You are obligated to pay for all active procedures. Procedures marked as inactive can only be reactivated by Martin Technical upon your request. Fees are based on tiers of 100 procedures. Martin Technical will periodically monitor usage throughout the term. To the extent you materially underestimate the number of procedures you need, the Service level will be adjusted and you will be invoiced an adjusted amount for the remainder of the term. Movement to a lower tier may only occur at renewal.

Term. The Service is provided on a one year subscription basis, commencing the date credentials are issued to you by Martin Technical. The Service will automatically renew on each subsequent anniversary unless you provide notice that you do not wish to renew at least 30 days prior to the renewal. The pricing tier at renewal will be based on the volume of procedures stored in the Service at renewal.

USER OBLIGATIONS

Data Security. You shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the Service and your Data.

Third Party Server.  By signing the Purchase Order you consent to storage of Data on a third party server.  You are responsible for determining what, if any, laws that pertain to your business and equipment that may restrict the ability of Data to be stored on third party servers.  You agree to indemnify Martin Technical and the server owner for any violation of law that may occur when information related to your business or your equipment is uploaded to a third party, cloud based server.

Backups of Data.  All Data will be backed-up daily and at least 30 days of back-up will be kept on file by Martin Technical or its third party partner.  You should back-up your Data if more than 30 days is required.

Anti-Virus Obligations. You shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses").

Use of Services. You shall abide by all laws and regulations applicable to the use of the Service, use the Service only for legal business purposes, and comply with all policies connected to the Services.

Restricted Uses. You will not (i) resell or make available the Services to any third party, or otherwise commercially exploit the Service, (ii) use the Service to write lockout procedures for any company other than your own; (iii) upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service; (iv) modify, disassemble, decompile or reverse engineer the Service; (v) probe, scan or test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service; (vi) take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service; (vii) copy or reproduce the Service; (viii) access or use any other clients' or their users' data through the Service; (ix) maliciously reduce or impair the accessibility of the Service, (x) use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material.

EXPORT COMPLIANCE

No Representation by Martin Technical. Martin Technicalmakes no representation that the Service is appropriate or available for use outside of the United States, or that the Service will not be accessed by foreign nationals.

Your Status. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department's List of Specially Designated Nationals or United States Commerce Department's Table of Deny Orders.

INTELLECTUAL PROPERTY

Ownership of Intellectual Property. Martin Technical or its third party partner will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Martin Technical’s name, trade names, trademarks, service marks, symbols, and logos (“Martin Technical Marks”) reproduced through the Service.  You do not disagree that Maser Lock is the true and correct owner of and that Martin Technical has the sole rights to the Martin Technical Marks.  All use and goodwill of the Martin Technical Marks will inure solely to the benefit of Martin Technical.  You agree that you shall not use for any purpose the English or any translation of any Martin Technical Marks.  If you provide Martin Technical with ideas, comments, or suggestions relating to the Services (together “feedback”), all intellectual property rights in such feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Martin Technical or its third party partner.  Martin Technical or its third party partner may use or disclose the feedback for any purpose.

Use of Your Data and Trademarks. Subject to the terms and conditions of this Agreement, you grant Martin Technical and its third party partner the non-exclusive, nontransferable worldwide right to copy, store,  transmit, display, view, print or otherwise use (a) your Data solely to the extent necessary to provide the Service, and (b) any trademark, logo, or symbol, that Customer provides Martin Technical or its third party partner for the purpose of including them in Customer’s user interface of the Service or on the Data (“Customer Marks”).  You remain the sole owner of all Data stored on the Service.

TERMINATION

Termination. Martin Technical may terminate this agreement by delivering notice of the termination to you, if you breach this Agreement.  You may terminate this Agreement at any time upon 30 days notice.  As the term is for a year subscription, no refunds will be provided should you terminate the Agreement before the end of the term. Upon termination, your account will be deactivated and you will no longer be able to access the Services.  Upon deactivation, you will be provided a CSV data file and a download of all procedures in Word format.  The Data will be kept on the server for 1 year and then be permanently deleted.  In the event you wish to restore Services after the Data has been deleted, you will need to provide Martin Technical the CSV data file.

INDEMNIFICATION

Indemnity.  You hereby agree to defend, indemnify and hold harmless Martin Technical and its subsidiaries, affiliates, officers, employees, agents, vendors, co-branders and other contractors and employees from any loss, expense, damage, cost (including, without limitation, reasonable attorneys' fees), action, claim, suit, allegation, demand, or liability arising from or in any way relating to: (a) your violation of these Terms and Conditions; (b) your use of the Service; (c) Martin Technical’s use of Customer Marks; or (d) any Entries, Files, content or other material or information provided by you through the Service.

DISCLAIMER OF WARRANTIES

No Warranty.  THE SERVICE IS PROVIDED "AS IS." MARTIN TECHNICAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICE INCLUDING ANY WARRANTY AS TO AVAILABILITY, NON-INTERRUPTION, USER IDENTITY OR LINKED CONTENT.  MARTIN TECHNICAL DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MARTIN TECHNICAL DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO ACCESSIBILITY, DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE APPLICATION, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE APPLICATION; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY MARTIN TECHNICAL OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE SERVICES (INCLUDING, BUT NOT LIMITED TO THE SITE AND THE APP) WILL MEET YOUR SECURITY NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

No Warranty.  THE SERVICE IS PROVIDED "AS IS." MARTIN TECHNICAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICE.  MARTIN TECHNICAL DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED..

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

No Consequential Damages.  IN NO EVENT SHALL MARTIN TECHNICAL OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR LOSSES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE SERVICE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS.  MARTIN TECHNICAL'S TOTAL LIABILITY IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO MARTIN TECHNICAL FOR YOUR CURRENT SUBSCRIPTION. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

GENERAL TERMS

Assignment. Neither party may assign this agreement or any of their rights or obligations under without the other party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of any non-disclosure agreement between the parties.

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, to the party's address specified in the Purchase Order.

Governing Law. These Terms and Conditions and your use of the Services shall be governed by the laws of the State of Wisconsin, without regard to principles of conflict of laws. 

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

No Relationship. Nothing in this Agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Obligations Continuing.  Clauses which, by their nature, are intended to survive termination or expiration of this agreement shall continue in force, including but not limited to confidentiality, ownership of intellectual property, and indemnity.