Vernier Software & Technology, LLC
Last Updated January 1, 2020
THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND VERNIER.
Acceptance. To access, browse, or use our Site, you must agree to be unconditionally bound by these Terms. You can accept the Terms by clicking to accept or by agreeing to the Terms where this option is made available to you in any agreement, electronic form, or the user interface for any service we offer, or by actually using the Site. If you are accessing the Site or Software on behalf of a legal entity, you represent and agree that you are authorized to act on behalf of the legal entity and to bind such legal entity to these Terms. These Terms will remain in effect while you use the Site or the Software. If you do not agree and accept these Terms, you may not use, and must immediately cease all use of, the Site and our Software. If you have any questions regarding these Terms, please contact us at email@example.com.
Consent to Do Business Electronically. By accessing our Site, registering with Vernier, typing your name into any of our electronic forms and indicating your acceptance, or submitting information by clicking a box, you consent to (a) Vernier communicating with you electronically; (b) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from Vernier electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. Vernier will use electronic documents for all communications, agreements, disclosures, authorizations and other documents necessary to provide you with the Site or Software. You must have a computer or other web-enabled device, a connection to the internet, an active email account, and the ability to receive and read electronic files to conduct business with us electronically. You agree to be responsible for keeping your own Records. You may print or download Records from the Site and keep them for your own reference. If you require assistance with your Records, wish to receive Records in paper format, or wish to withdraw your consent to receiving electronic Records from us, please contact us at firstname.lastname@example.org. Agreements and transactions executed prior to this request will remain valid and enforceable.
Registration. You can create an account on the Site to place orders, post on the Site’s public forum, and download Software and resources. You have the option to list your School’s mailing address in your account profile in order to fill out forms on the Site and to allow Vernier to personalize the information we show to you, such as informing you about workshops near your location.
Communications from Vernier. We may use your contact information to communicate with you about your use of our Site or Software. For example, we may send you service announcements or administrative communications by email, phone, mail or other means. You understand that you receive these communications as part of your use of the Site or Software. We may send you marketing communications by email or mail. You may opt out of receiving marketing communications from us at any time.
Mobile Application.The App is currently made available to Schools for educational (noncommercial) use for the fee set forth in your agreement with Vernier. The App functions are only accessible to students and instructors of schools that have purchased a subscription to download and use the App. By downloading or using the App, you acknowledge and consent to our Privacy Notice and any applicable license terms. If you do not agree with our policies, practices, and license terms, you should not download or use the App. To download and use the App, you must have a compatible computer or handheld device, internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”). The Software Requirements for Apple iOS devices and Android OS devices can be found on the Site and the relevant app store page. Vernier may upgrade the App software from time to time to add support for new functions and services. The App may request certain privacy permissions from time to time including, but not limited to, access to your device camera, choosing images from your device. or access to your device microphone and associated features. You acknowledge that the terms of agreement with your mobile network provider will continue to apply when using the App. Data and messaging charges may apply to your use of the App or any text messaging or photo sharing features you use via the App. You may also incur third-party charges. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile device being used to access the App, your having received permission from the bill payer for using the App will be assumed.
Contents and Ownership. Unless otherwise expressly indicated, the information contained on this Site and in the Software, including, but not limited to, all Software; products, services, and related documentation available on the Site; and all features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, and other materials, as well as names, logos, taglines, trade dress, and other trademarks on the Site or in the Software, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Vernier or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. No license to or regarding any of the Contents is granted in connection with your use of the Site or Software, except as specifically set forth in the applicable license terms pertaining to certain Vernier Software. Only a duly authorized officer of Vernier may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of Vernier is invalid.
Copyright. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Vernier. You may only display, download, and print in hard copy format the Contents for the purposes of using the Site as an internal or personal business resource.
Trademarks. The following is a non-exhaustive list of Vernier’s registered trademarks: Vernier (word mark); Logger Pro, LabQuest; LabQuest Stream; Vernier LabPro; LabPro; SpectroVis; SensorDAQ; Vernier and caliper design, Go!; Go!Link; Go!Temp; Go!Motion; Go Direct; Go Wireless; Logger Lite; Connected Science System; Vernier Thermal Analysis; Vernier EasyLink; Vernier EasyTemp; Vernier EasyData; LabQuest Viewer; DataQuest; and Vernier Spectral Analysis are our registered trademarks. The following is a non-exhaustive list of Vernier’s non-registered trademarks, domain names, and business names: Vernier Software & Technology, LLC; Vernier Video Analysis; vernier.com; BlueView; Mini GC; Vernier Mini GC Plus; Video Physics; and Graphical Analysis; LabQuest Mini; LabQuest 2; Vernier Dynamics System. Vernier’s trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Vernier. You may not use any meta tags or any other hidden text utilizing a Vernier name, trademark, or product name without Vernier’s prior written permission. Third-party trademarks and service marks used on our Site are the property of their respective owners, and we use them with their consent. Vernier and the other licensors of the marks on our Site reserve all rights with respect to all Contents and all intellectual property.
Reports. Vernier may, from time to time, de-identify the Personal Information (“De-identified Information”) that we collect directly from you and combine it with others’ De-identified Information in order to generate reports and studies. Vernier uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of Vernier. You hereby assign any rights you may have to such reports, studies, and your De-identified Information contained therein to Vernier in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All De-identified Information will be treated as nonconfidential and nonproprietary. Vernier shall be under no obligation of any kind with respect to such De-identified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, Vernier may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information.
Your Use of the Site. As a user of the Site, you have a revocable, nontransferable, nonexclusive license to access the Site, view information contained on the Site, and interact with the Site solely for your own personal use. You may not use the Site for any commercial purpose (other than for transacting business with Vernier) or for any unlawful or wrongful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Site or any portion of it (including the Content) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site. Tampering with the Site, conducting fraudulent activities on the Site, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site, the App, and/or any of Vernier’s Software or other products or services. By using the Site and its features, you represent and warrant that (a) any information you submit to us is truthful and accurate, (b) you will maintain the accuracy of that information, and (c) your use of our Site and its features does not violate any applicable law, rule or regulation. Any information that you provide to us will also be subject to our Privacy Notice.
Restrictions to Your Use of the Site. Accessing the Site does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might confuse or that disparages us. The permissions described herein will terminate automatically if you breach any of these Terms. Any other use of the Contents on this Site, including reproduction for purposes other than as noted above, without the prior written permission of Vernier, is strictly prohibited.
Site Security Features. You are strictly prohibited from violating or trying to violate the security features of the Site, such as by:
- accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
- attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing.
- attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.”
- sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
You hereby agree not to use any device, software or routine to interfere or try to interfere with the proper working of this Site or any activity being conducted on this Site. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents that we make available on this Site and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
Links to Other Sites. Links to websites from the Site are provided solely for your convenience. Vernier is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply Vernier’s approval or endorsement of the website. If you click through to another website, you do so at your own risk. When you click on links that take you to external websites, you will be subject to their privacy notices and practices and not ours. Any concerns regarding any such service or resource, or any hyperlink thereto, should be directed to the external website’s owner or operator.
Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SITE OR SOFTWARE IS AT YOUR SOLE RISK. EXCEPT AS SPECIFICALLY PROVIDED IN THE RELEVANT PRODUCT DOCUMENTATION OR LICENSE TERMS, THE SITE AND SOFTWARE, CONTENT, AND SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS WITH ALL FAULTS AND DEFECTS, AND VERNIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VERNIER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, VERNIER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE, SOFTWARE, CONTENT OR SERVICES WILL MEET SCHOOL’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, DEVICES OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. ALTHOUGH WE BELIEVE THE CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THE SITE OR SOFTWARE IS ACCURATE, COMPLETE, OR CURRENT. WE MAKE NO WARRANTY THAT THE SITE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS FREE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO SCHOOL.
USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SITE OR SOFTWARE SHALL BE AT YOUR OWN DISCRETION AND RISK. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF OUR SITE, FROM THE CONDUCT OF ANY USERS (WHETHER ONLINE OR OFFLINE), OR OTHERWISE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, SOFTWARE, MODEM, TELEPHONE OR OTHER PROPERTY RESULTING FROM YOUR USE OF (OR INABILITY TO USE) OUR SITE. WE WILL NOT BE LIABLE TO YOU IF YOU ARE UNABLE TO ACCESS INFORMATION THROUGH OUR SITE OR SOFTWARE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM VERNIER, ITS OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VERNIER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COST, EXPENSE, OR DEMAND, INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES, DUE OR RELATING TO OR ARISING OUT OF (A) YOUR USE OR MISUSE OF OUR SITE, SOFTWARE, CONTENT OR SERVICES, (B) YOUR BREACH OF OUR TERMS, OR (C) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN OUR TERMS.
Limited Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERNIER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS OR ANY OF ITS OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON RELATED TO OR ARISING OUT OF USE OF THE SITE, SOFTWARE, CONTENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE; LOSS OR COMPROMISE OF DATA, PROFITS OR GOODWILL; BUSINESS INTERRUPTION; COMPUTER FAILURE OR MALFUNCTION; PERSONAL INJURY OR PROPERTY DAMAGE, OR OTHER DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, COPYING, OR DISPLAY OF THE CONTENT OF THIS SITE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, STRICT LIABILITY, MISREPRESENTATION, PRODUCTS LIABILITY, VIOLATIONS OF LAW (INCLUDING REGULATIONS), NEGLIGENCE, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, VERNIER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE, AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO SCHOOL.
WITHOUT LIMITING THE FOREGOING PROVISIONS OR THE PROVISIONS OF OUR PRIVACY NOTICE IN ANY WAY, THE LIMIT ON TOTAL CUMULATIVE LIABILITY OWED BY VERNIER TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FORM OR RELATING TO THE SOFTWARE OR SERVICES SHALL BE LIMITED TO A MAXIMUM OF THE AMOUNT YOU HAVE PAID VERNIER FOR THE SOFTWARE OR SERVICES OR ACCESS TO OUR SITE IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. ANY CAUSE OF ACTION OR CLAIM SCHOOL MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR VERNIER’S SOFTWARE OR SERVICES MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Assignment. You may not assign, delegate, or transfer these Terms, or your rights or obligations hereunder, or your Site accounts, in any way (by operation of law or otherwise) without prior written consent from Vernier. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Privacy Notice. You acknowledge that you have read and understand our Privacy Notice. You may review our Privacy Notice at any time by visiting our Site and clicking on the Privacy Notice link on each Site.
Governing Law and Venue. Claims relating to, including the use of, the Site and the Contents contained herein are governed by the laws of the United States and the State of Oregon, without regard to its conflicts of laws rules. Any legal suit, action, or proceeding arising out of or related to these Terms or Vernier’s Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon. School waives any and all objections to the exercise of jurisdiction over School by such courts and to venue in such courts.
Geographic Restrictions. Vernier controls and operates the Site from its offices within the United States. You acknowledge that you may not be able to access all or some of the Site, Software and Content outside of the United States, and that access thereto may not be legal by certain persons or in certain countries. If you choose to access the Site, Software and Content from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.
Class Action Waiver. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST VERNIER RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST VERNIER OTHERWISE COMMENCED.
Arbitration Agreement. Please read this section carefully. This section affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions.
Note: This Arbitration Agreement applies only to users in the United States.
YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any claim or dispute brought by you arising from or relating to these Terms, or to the relationships that result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”) may, at Vernier’s option and in its sole discretion, be settled exclusively by binding, individual arbitration, rather than in court, and to be held in Portland, Oregon, or another location mutually agreeable to the parties. The arbitration will be conducted by the American Arbitration Association under its rules and procedures. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Prior to initiating any arbitration, you will give Vernier at least 60 days’ advanced written notice of your intent to file for arbitration. You must provide such notice by email to email@example.com. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity, and any award of the arbitrator(s) will be final and binding on each of the parties. Judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator will apply applicable law and the provisions of these Terms, and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. You are not entitled to arbitrate any Covered Dispute as a class, representative or private attorney action, and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis. If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative or private attorney general arbitration). These Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA) and, where otherwise applicable, by the laws of the State of Oregon. Vernier reserves all rights to pursue any and all claims and remedies, whether in a court of law or other tribunal, and in no way shall the foregoing be interpreted to limit Vernier’s rights in this regard.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Waiver. Vernier’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms.
Severability. If any provision of these Terms are held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect.
Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and Vernier as a result of these Terms or your use of Vernier’s Site, Software or Content.
Contact Us. If you have any questions about these Terms, please contact us at:
Vernier Software & Technology
13979 SW Millikan Way
Beaverton, OR 97005