Terms of Use

Welcome to Locus Technologies (Locus). We’re glad you’re here, and we hope you enjoy everything we have to offer. Please read these Terms carefully because they are a binding agreement between your Company (Customer) and Locus.

These Terms govern your use of the websites that link to these Terms. In these Terms, the word “Sites” refers to each of these websites and the services offered on those Sites. You automatically agree to these Terms and to our Privacy Statement simply by using or logging into the Sites.

Please note that Locus offers many services. Your use of Locus products or services are provided by Locus pursuant to a separate manually or digitally executed agreement. Those additional terms become part of your agreement with us, if you use the services or log into the Sites.


Terms of Use

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.


Fees

Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. User, Site, GigaByte (GB), and per Record subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User, Site or Per Record subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.


Invoicing and Payment

The Customer will provide LOCUS with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to LOCUS. If Customer provides credit card information to LOCUS, Customer authorizes LOCUS to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as outlined in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or under any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, LOCUS will invoice Customer in advance and otherwise under the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to LOCUS and notifying LOCUS of any changes to such information. All annual billings are payable upfront.


Overdue Charges

If any invoiced amount is not received by LOCUS by the due date, then without limiting LOCUS’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) LOCUS may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.


Suspension of Service and Acceleration

If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized LOCUS to charge to Customer’s credit card), LOCUS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Customers paying by credit card or direct debit whose payment has been declined, LOCUS will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.


Payment Disputes

LOCUS will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.


Privacy & Security

View Locus’ Privacy & Security policies. Locus reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.


License Grants

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, sub-license, 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 licencors.


Usage Restrictions

Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sub-license, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-LOCUS Application to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-LOCUS Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of LOCUS intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) attempt to download entire Customer database(s) without prior approval by LOCUS, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.


Third-Party Interaction

Customer shall not (i) license, sub-license, 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 Responsibilities

Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-LOCUS Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify LOCUS promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy at https://locustec.com/terms-of-use/, Order Forms, Cost Qualifications Table attached to the Order Form, and applicable laws and government regulations, (e) not allow users to download entire customer databases without LOCUS’ prior approval, and (f) comply with terms of service of any Non-LOCUS Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in LOCUS’s judgment threatens the security, integrity or availability of LOCUS’s services, may result in LOCUS’s immediate suspension of the Services, however LOCUS will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.


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. If 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.


User Conduct

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.


Bulk Data Downloads: Expert Query Tool (EQT) and Data Export)

The EIM Expert Query Tool (EQT) is not a standard feature of EIM. It is a separate tool that can be purchased after a customer demonstrates to Locus, they employ expert users of SQL language. The EIM EQT comes with the following restrictions: 1) Locus can discontinue access to the EQT at any time without giving reason or explanation why, 2) Expert Queries that lead to very large data exports are not allowed as this activity, depending on the size of the exported dataset, may impact the system performance and affect other customers performing standard queries in the same customer database. If a query via EQT produces more than 100,000 records, Locus may restrict the access to the tool and direct customer to contact Locus for assistance.

In case of heavy system usage or repeated violation of the proper use of EQT, customer access to EQT may be removed indefinitely. In no circumstances should the EQT be used to download a complete customer EIM database or to perform regular backups. This violation of policy will automatically disable the EQT.

If Customer export is taking an uncharacteristic or exceedingly long amount of time to complete, and Customer expects that there may be an underlying issue, Customer must log a case with Locus Support to investigate. Locus may disable any query not completed in a reasonable amount of time.


Return of Customer Data and Exit Management

LOCUS does not own any data, information, or material that Customers submit to LOCUS online Service in the course of using the Service. Customer, not LOCUS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. In the event this Agreement is terminated for any reason, within 20 business days from Customer notification of readiness to accept the data, LOCUS will make available to Customer for download a file of Customer Data in comma-separated value (.csv) format along with attachments, if any, in their native format. LOCUS will have the right to purge the data out of LOCUS system after Customer written acknowledgment to LOCUS that the data export was acceptable and back-up copies are no longer needed. LOCUS shall have no obligation to maintain or provide any of Customer Data and shall after that unless legally prohibited, delete all of Customer Data in LOCUS’ systems or otherwise in LOCUS’ possession or under LOCUS control. The Customer will continue to be responsible for all fees to LOCUS through the date of written acknowledgment to LOCUS that backup copies are no longer required. If Customer so requests, LOCUS can provide export to other commercially available databases or a database provided by Customer. If Customer requests export to another commercial software system and if custom programming is required, LOCUS will provide a custom programming interface to other systems. LOCUS will provide these services on time and material basis by this Agreement and under the Locus standard Rate Schedule at the time or LOCUS approved GSA rates.


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.


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.


Competitor’s Access

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.


Multiple Logins

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 Ownership

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, EIM, Locus Platform, Locus Mobile, 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.


Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the preceding, LOCUS may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-LOCUS Application Provider to the extent necessary to perform LOCUS’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.


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.


Mutual Indemnification

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.


Internet Delays

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.


Exclusion of Consequential and Related Damages

In no event will either party or its affiliates have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The preceding disclaimer will not apply to the extent prohibited by law.


Additional Rights

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.


Assignment

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.


General

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.


Definitions

“Affiliate” means any entity that directly or indirectly controls is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Content” means information obtained by LOCUS from publicly available sources or its third-party content providers and made available to Customer through the Services or according to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and non-LOCUS Applications.

“Documentation” means the applicable LOCUS help documentation and its usage guides and policies, as updated from time to time, accessible via help desk, or log in to the applicable Service.

“Locus Platform” Locus Platform is a PaaS and SaaS cloud computing platform from Locus that authorized users (domain experts or developers) to build multi-tenant applications hosted on Locus’ servers. The Locus Platform defines a standard on which trained users with no programming background can develop applications. It contains a set of tools and services that make it faster and easier to create user-facing applications that are integrated with the platform and other Locus and non-Locus applications. Built on the Locus enterprise cloud platform, the Locus Platform contains an intuitive interface with the immense flexibility to incorporate features such as drag-and-drop forms creation, visual business-process modeling, Excel import/export integration, and rich and configurable user dashboards and reporting interface.

“Locus EIM” is a SaaS platform for managing emissions data with a focus on analytical chemistry, geology, and geotechnical data associated with air, water, and soil. It supports full water quality data management lifecycle from sample planning to data validation, visualization, and reporting, automating every step of the process.

“Locus Mobile” is a mobile application that extends Locus Platform and Locus EIM onto iOS-powered mobile devices and provides field data collection and management tools on the go.

“Malicious Code” means code, files, scripts, agents, or programs intended to harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Marketplace” means an online directory, catalog, or marketplace of applications or databases that interoperate with the Services, including, for example, the ESRI GIS, or SAP, or LOCUS EIM add-ons, and any successor websites.

“Non-LOCUS Application” means a Web-based, mobile, offline, or other software application functionality that interoperates with a Service that is provided by a Customer or a third party or listed on a Marketplace including as LOCUS beta applications or under similar designation. Non-LOCUS Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and LOCUS or any of their Affiliates, including any addenda and supplements to it. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal.

“Platform as a service (PaaS)” is a category of cloud computing services that provides a computing platform and a solution stack as a service. Along with software as a service (SaaS) and infrastructure as a service (IaaS), it is a service model of cloud computing. In this model, the Customer or provider creates an application or service using tools or libraries from the provider. The provider provides the networks, servers, storage, and other services that are required to host the Customer’s application.

“Record” means database record as defined in the Locus database. For billing purposes, the number of records is calculated on the last day of the month. Only certain types of data are included in the total record count. The number of records is available live in EIM system and may change from time to time. For a full definition and explanation of the “billable record,” please contact LOCUS. The formula for determining the total number of records for a site is:

No. of Sites + No. of Analytical Field Sample Results + No. of Analytical Lab Sample Results + No. of Locations + No. of Field Samples + No. of Instrument Data + No. of Sensors Data + No. of Wells + No. of Boreholes + No. of Chains of Custody + No. of Groundwater Level Readings + No. of Field Measurement + No. of Records In Holding Table + No. of EDDs Loaded + No. of Records in the Analytical Audit Tables + Number of any Customer introduced fields and/or metadata

“Site” or “Facility” means a physical site, facility, operable unit, or Customer location or division or place of business for which data services are provided under this Agreement.

“Services” means the online, Web-based software applications and platforms provided by Locus via locustec.com, locusfocus.com, and other designated websites that are ordered by Customer under an Order Form, including associated offline components (if any) but excluding Third Party Applications.

“Software as a Service (SaaS)” is a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted in a multi-tenant environment. Users using a web browser access SaaS. Software delivered via SaaS is owned, delivered, and managed remotely by Locus. Locus delivers software based on one set of common code and data definitions that is consumed in a one-to-many model by all contracted Customers at any time on a pay-for-use basis or as a subscription-based on use metrics. The term SaaS is considered part of the nomenclature of cloud computing, along with infrastructure as a service (IaaS) and platform as a service (PaaS).

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications.

“Trial Services” or “Pilot Service” means Services that LOCUS makes available to Customer for a small fixed charge. Trial or Pilot Services exclude Services offered as a Purchased Services and use Locus’ data only.

“Users” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by LOCUS without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, LOCUS at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.


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™, are registered trademarks of Locus Technologies.

Effective date of this Terms of Use is 26 December 2017