Mobil Serv℠ Asset Management Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS BEHALF.
This agreement is between Redlist, LLC, a Delaware limited liability company (Redlist),the person who is utilizing the REDLIST software agreeing to these terms (Person) and the company that the Person represents (Company). Collectively, the Person and the Company are referred to herein as the User.
1. SOFTWARE SERVICE.
This agreement provides User access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, as provided by a customer of Redlist during a free trial period (Service).
The Service includes a maximum of 5 Admin users with 5 mobile users.
Access to the Service will only be provided after the kickoff call with an employee of Redlist.
2. USE OF SERVICE.
4. Limitation of Service. User may upload and unlimited number of assets. A maximum of 10 asset routes can be utilized for a single department crew, at a single physical location.
5. Support. Customer is eligible for 10 hours of virtual support which may be used for implementation or training. Support will create up to three custom forms for the customer in addition to any standard reporting
6. Equipment. User is solely responsible to provide any and all hardware needed to run the Service. Redlist is under no obligation to provide any hardware.
7. User Data. User grants Redlist the right to use the User provided data solely for purposes of performing under this agreement.
8. User Responsibilities. User: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for User Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Redlist promptly of any such unauthorized access; and (iv) applicable law.
REDLIST DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE REDLIST TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, REDLIST DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS AND AGREES THAT (I) THE SERVICE MAY NOT BE ERROR-FREE AND THE USE MAY BE INTERRUPTED, AND (II) PRODUCTIVE PARKS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICE ISSUES.
4. MUTUAL CONFIDENTIALITY.
9. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Redlist's Confidential Information includes, without limitation, the Service, pricing information, and the Software and Documentation (defined below). User's Confidential Information includes, without limitation, the User Data.
10. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser 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 Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
11. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
12. Reservation of Rights. Redlist and its licensors are the sole owners of the Service and the Software and Documentation, including all associated intellectual property rights, and they remain only with Redlist. User may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. Redlist reserves all rights that are not expressly granted in this agreement.
13. Restrictions. User may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service or the Software and Documentation except as allowed by applicable law despite this limitation; or (vi) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. Redlist may suspend Service to User if Redlist believes in good faith that User’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such event, Redlist will work with User to address the issue and restore Service as quickly as possible.
14. Software and Documentation. All software provided by Redlist as part of the Service, and the Service documentation, sample data, marketing materials, training materials, and other materials provided through the Service or by Redlist (Software and Documentation) are licensed to User as follows: Redlist grants User a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software in accordance with the Documentation, solely in connection with the Service.
15. Statistical Information. Redlist may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify User Data, and there is no means to re-identify User Data. Redlist retains all intellectual property rights in such information.
This agreement continues for 90 days, which starts on the day of the first Kickoff call with the Customer, until either party terminates this agreement without cause, or Redlist terminates User’s access to the Service.
This agreement and offer expires 120 days after the customer agrees to these terms.
7. LIABILITY LIMIT.
16. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, REDLIST IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
17. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, REDLIST'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED $100.
8. GOVERNING LAW AND FORUM AND U.S. ARBITRATION.
This agreement is governed by the laws of the State of Utah (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Utah County, USA in English, under the then current commercial or international rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.
9. OTHER TERMS.
18. General User Indemnity. If any third party brings a claim against Redlist related to User’s use of the Service or breach of this agreement, User must defend, indemnify, and hold Redlist harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
19. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.
20. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an Affiliate.
21. Export Compliance. The Service, the Software and Documentation, and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
22. Independent Contractors. The parties are independent contractors with respect to each other.
23. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.
24. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
25. Survival of Terms. All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.
26. Mobile Software. Redlist may make available mobile software to access the Service via a mobile device (Mobile Software). To use the Mobile Software, User must have a mobile device that is compatible with the Mobile Software. Redlist does not warrant that the Mobile Software will be compatible with User's mobile device. User may use mobile data in connection with the Mobile Software and may incur additional charges from User's wireless provider for these services. User agrees that it is solely responsible for any such charges. User acknowledges that Redlist may, from time to time, issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that User is using on its mobile device. User consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades. If the mobile device software is acquired from an Apple platform (App Store Software), the additional terms set forth on Exhibit A apply.
27. Feedback. If User provides feedback or suggestions about the Service, then Redlist (and those it allows to use its technology) may use such information without obligation to User.
EXHIBIT A - MOBILE SOFTWARE FROM APPLE APP STORE
The following applies to any Redlist Mobile Software User acquires from the Apple App Store (App Store Software):
28. Acknowledgment. This agreement is between Redlist and User only, and not with Apple, and Redlist, not Apple, is solely responsible for the App Store Software and the content thereof. The agreement does not provide for usage rules for App Store Software that are in conflict with the App Store Terms of Service as of the effective date of the agreement (which User acknowledges it has had the opportunity to review).
29. Scope of License. The license granted to User for the App Store Software is limited to a non-transferable license on any Apple-branded Products that the User owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such App Store Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
30. Maintenance and Support. Redlist is solely responsible for providing any maintenance and support services with respect to the App Store Software, as specified in the agreement, or as required under applicable law. Redlist and User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Software.
31. Warranty. Redlist is solely responsible for any App Store Software warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App Store Software to conform to any applicable warranty, User may notify Apple, and Apple may refund the purchase price for the App Store Software (if that purchase price was paid to Apple on behalf of Redlist to User; and that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App Store Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is Redlist’s sole responsibility.
32. Product Claims. Redlist and User acknowledge that Redlist, not Apple, is responsible for addressing any claims of User or any third party relating to the App Store Software or User’s possession and/or use of that App Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App Store Software’s use of the HealthKit and HomeKit frameworks. This agreement does not limit Redlist's liability to User beyond what is permitted by applicable law.
33. Intellectual Property Rights. Redlist and User acknowledge that, in the event of any third-party claim that the App Store Software or User’s possession and use of that App Store Software infringes that third party’s intellectual property rights, User, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
34. Legal Compliance. User represents and warrants that: (i) he/she/it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she/it is not listed on any U.S. Government list of prohibited or restricted parties.
35. Developer Name and Address. Company's name is Redlist, LLC, address is, and the contact information email@example.com to which any User questions, complaints, or claims with respect to the App Store Software should be directed.
37. Third-Party Beneficiary. Redlist and User acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this agreement, and that, upon User’s acceptance of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against User as a third-party beneficiary thereof.