Grind Log Pro Service Agreement – Terms and Conditions
All the necessary stuff the law requires us to post…
THIS SERVICE AGREEMENT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS
1. PRICE. Hardware, software, and services, are sometimes collectively referred to as “System” herein. Customer agrees to pay the purchase price for System on the Date of Physical Delivery unless otherwise stated herein. Customer agrees to pay the amount of any taxes resulting from this Agreement or any activities hereunder. If no taxes are shown on this Agreement, Customer remains responsible for any payment of pertinent state sales and use taxes. Any personal property taxes assessable on System after delivery to the carrier shall be borne by the Customer.
2. TITLES AND SECURITY INTEREST. Grind Log Pro offers the system as a monthly service. Customer does not own any titles, security, or interest in the system.
3. RISK OF LOSS. System is based online and accessed by the customer’s device which is ordered separately and not included in this agreement. All damages, loss, or inability of device to perform is customer’s responsibility. Replacement or repair to device will be handled by customer in the location or avenue the device was purchased.
4. CUSTOMER RESPONSIBILITIES AND ACCEPTANCE. Customer shall be responsible for site preparation including, but not limited to, adequate electrical power and sufficient number and type of electrical outlets, and provide a suitable environment for device(s). Customer shall be responsible for network infrastructure except as specifically set forth herein to be provided by Grind Log Pro.
5. HARDWARE WARRANTIES AND LIMITATION OF LIABILITY. HARDWARE WARRANTIES ARE SUPPLIED BY THE DEVICE PROVIDER. PROTECTION IS AVAILABLE ONLY PURSUANT TO GRIND LOG PRO’S SOFTWARE SUPPORT OF THE SYSTEM PURCHASED FROM GRIND LOG PRO. IN ADDITION TO ANY EXPRESS WARRANTIES SET FORTH HEREIN, CUSTOMER MAY BE ENTITLED TO THE BENEFIT FROM CERTAIN LIMITED WARRANTIES PROVIDED DIRECTLY BY THE MANUFACTURERS OF THESE PRODUCTS. GRIND LOG PRO ASSUMES NO LIABILITY FOR, NOR RESPONSIBILITY UNDER, ANY THIRD PARTY WARRANTIES UNLESS SUCH LIABILITY OR RESPONSIBILITY SHALL BE SPECIFICALLY SET FORTH HEREIN.
6. LIMITATION OF LIABILITY. CUSTOMER AGREES THAT SYSTEM HAS BEEN SELECTED BY CUSTOMER AND IS OF A DESIGN, SIZE, FITNESS AND CAPACITY SELECTED BY CUSTOMER AND THAT CUSTOMER IS SATISFIED THAT THE SAME IS SUITABLE AND FIT FOR CUSTOMER’S PURPOSE. CUSTOMER HEREBY WAIVES ANY CLAIM CUSTOMER MAY HAVE AGAINST GRIND LOG PRO FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND WHATSOEVER CAUSED BY SYSTEM OR BY ANY DEFECT THEREIN, THE USE OR MAINTENANCE THEREOF, OR ANY SERVICING OR ADJUSTMENT THERETO, NOT EXPRESSLY COVERED BY THE WARRANTY CONTAINED IN THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT GRIND LOG PRO WILL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN AGREEEMENT OR IN TORT INCLUDING NEGLIENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF USE OF SYSTEM, LOST OR CORRUPTED DATA, THEFT OF DATA, LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY OTHER PARTY. GRIND LOG PRO’S LIABLITY UNDER THIS AGREEMENT, INCLUDING POSTEC’S LIABLITY FOR FAILURE AFTER REPEATED EFFORTS TO INSTALL SYSTEM IN GOOD WORKING ORDER OR TO REPAIR OR REPLACE IN ACCORDANCE WITH THE WARRANTY IN SECTION 5, SHALL IN NO EVENT EXCEED ONE MONTH’S PRICE OF SYSTEM USE OF SERVICE.
7. SECURITY AND VIRUSES. Customer acknowledges that the security and protection of System and data, including protections against unauthorized access, is solely and entirely Customer’s responsibility. If the Customer’s System has persistent connections to the Internet, or processes credit or gift card transactions over the Internet, or otherwise has persistent connections to any network where there is potential to unauthorized access, Customer is solely responsible for security. Customer must secure and maintain virus and spyware protection software, which may include, but is not limited to firewalls, passwords, physical security, access control policies, and the like. Customer acknowledges that, to be effective, virus protection and other security software require periodic updates, which Customer must obtain from Customer’s supplier or the manufacturer. Grind Log Pro disclaims any warranty, express or implied, that, after the initial setup by Grind Log Pro of System, the Customer’s System, or data will remain virus-free. Support or services necessitated by computer viruses, or by any failure or breach of Customer’s security to Customer’s System or data, including, without limitation, damage caused by hackers or persons lacking authorized access, are not covered under this Agreement, and will be supplied only upon Customer’s request and on a reasonable efforts basis, on a time-and-materials basis (unless otherwise agreed at the time). Customer waives any claims hereunder against Grind Log Pro, to the extent arising from Customer’s failure to have or maintain current virus or spyware protection, or to the extent arising as a result of a failure or breach of Customer’s security for its systems or data, or as a direct result of unauthorized access to Customer’s System by persons other than Grind Log Pro’s personnel.
8. REMEDIES UPON DEFAULT. Failure of Customer to perform its obligations hereunder including, without limitation, payments for service will result in disconnection and/or removed access from service. A setup and reconnect fee of $100 will be paid by the customer to gain access to Grind Log Pro’s system. Grind Log Pro is not responsible to keep or maintain records for customers who default on or cancel their agreement.
9. INABILITY TO PERFORM. Grind Log Pro shall not be required to perform Grind Log Pro’s obligations under this Agreement, or be liable for Grind Log Pro’s failure to perform or for delay in performance of Grind Log Pro’s obligations hereunder if such performance is prevented, hindered or delayed by reason of any cause beyond the reasonable control of Grind Log Pro, including without limitation, any labor dispute, act of God, or regulation or order of any government authority.
10. NON-SOLICITATION/NON-HIRER. Customer agrees not to solicit, hire or otherwise engage in any manner whatsoever, directly or indirectly, any Grind Log Pro employees from the date of the Agreement and for a period of two years thereafter. If the customer violates this provision, the Customer shall pay Grind Log Pro the sum of one year’s direct salary of each employee hired or engaged as liquidated damages and not as a penalty.
11. ASSIGNMENT. This Agreement is not assignable by Customer without written permission from Grind Log Pro and any attempt by Customer to assign any rights, duties or obligations, which arise under this Agreement without such permission, shall be void. The System shall not be sold, leased, pledged or otherwise transferred or encumbered by Customer.
12. ENFORCEMENT COSTS. Customer agrees to pay to Grind Log Pro any reasonable attorneys’ fees and other costs and expenses incurred by Grind Log Pro in connection with the enforcement of this Agreement. Payments are on a month to month basis. If payments are not made on time the service will discontinue immediately.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Tennessee applicable to agreements entered into and wholly to be performed within the State of Tennessee.
14. VALIDITY OF AGREEMENT. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15. MISCELLANEOUS. This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement. Customer represents that Customer is not relying on any oral or written representations or warranties not contained in this written Agreement. In the event that Customer uses Customer’s purchase order form in connection with the ordering of the System, such order will be governed by the terms of this Agreement and any provision of such order form, which in any manner differs from or is in addition to the provision of this Agreement shall be of no force or effect. Grind Log Pro’s acceptance of such order is expressly made conditional on Customer’s assent to the terms of this Agreement. Any acknowledgement by Customer of this Agreement shall be limited to the terms of this Agreement, and any provision in such acknowledgement, which in any manner differs from or is in addition to the provisions of this Agreement, shall be of no force or effect. This Agreement may only be amended in writing, executed by an officer of Grind Log Pro and an officer of Customer. The paragraph captions of these additional terms and conditions are for reference only, do not constitute a part of this Agreement and shall not be used to construe it. All notices required pursuant to this Agreement and the Uniform Commercial Code of Tennessee shall be in writing and shall be deemed to be duly given only if personally delivered or mailed by certified mail, to the parties hereto at their addresses as shown herein or at such other address as shall be designated in writing. Notices shall be effective upon delivery or mailing.
CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, AND UNDERSTANDS AND AGREES TO ALL TERMS AND CONDITIONS STATED HEREIN.