FORNEYVAULT® END-USER LICENSE AGREEMENT
1. BASIC CONDITIONS:
Forney LP (“Forney” or “us” or “we” or “our”) owns and provides a program/service called “The ForneyVaultTM” which allows users of Forney’s concrete testing equipment (“Equipment”) to: (1) transfer/upload data from Equipment to a ForneyVault online account/portal where such data can be saved, analyzed, and/or transferred to other third parties; (2) set up a concrete testing project through the ForneyVault online account/portal where the details of such project can be downloaded to specific Equipment; (3) save backup calibration data for the Equipment and other user data that can be reloaded/restored back to the same or different Equipment; and (4) allow Forney to have Equipment monitored/tracked so Equipment can be updated with new machine software/upgrades. Hereinafter, the program/service will be referred to as “Vault”. This End-User License Agreement (“UA”) governs your use of Vault, including any associated media, printed materials, and electric documentation as well as any updates, revisions, additions or modifications created or incorporated into Vault from and after the effective date of this UA. Other products or services owned or controlled by Forney may have their own governing agreement and should be reviewed.
This UA is a year to year agreement that automatically renews each year unless terminated by either party in accordance with the terms herein.
By using the Vault, including but not limited to, registering for a Vault account, you agree to be bound by this UA. If you do not agree to be so bound, you are not authorized to use Vault. This UA is a legal contract between you (either an individual or a single business entity) and Forney and governs your access to and use of Vault. Your rights to use Vault are limited by applicable federal, state and local laws and regulations.
Vault is intended for adults eighteen (18) years of age or older. By accessing Vault, you represent that you are eighteen (18) years of age or older.
The person establishing a Vault account on behalf of a company or other organization and who clicks the “I Agree” button at the bottom of this UA or otherwise takes steps to be bound by this UA represents and warrants that he/she is authorized to legally bind the company or other organization that will use the account. As used in this UA, “you” refers to the registered company or organization (or person, if a sole proprietor) on the Vault account, unless specifically stated otherwise.
As part of the registration process, you shall select a password and a subscriber ID. You shall provide Forney with certain registration information, all of which must be accurate and updated as appropriate. You may only register for one Vault account, which must be done in the legal name of the company or other entity that will use the account. You may not: (A) select or use a subscriber ID of another party with the intent to impersonate that party; (B) use a subscriber ID in which another party has rights without such party’s authorization; (C) provide false or misleading information regarding the company or other entity that will use the account; or (D) use a subscriber ID that Forney, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this UA, which may result in immediate termination or rejection of your Vault account and/or right to use the Vault. You shall be responsible for maintaining the confidentiality of your password and subscriber ID. You agree to immediately notify Forney of any known or suspected unauthorized use(s) of your account or password, or any known or suspected breach of security in relation to Vault, including loss, theft or unauthorized disclosure of your password and/or subscriber ID.
You are responsible for all usage or activity with your Vault account, including any unauthorized use of such account. If Forney suspends or terminates your Vault account under this UA, you acknowledge that all information and content associated with such account will no longer be available to you.
You may cancel your Vault account at any time.
3. VAULT OWNERSHIP AND LICENSE:
This is a license agreement and not a sale. All title, ownership rights, and intellectual property rights (including all copyright, trademark and trade secret rights) in and to Vault, any accompanying printed materials, and any copies you are permitted to make, are owned by Forney or its licensors, suppliers or affiliates and are protected by applicable copyright laws and international copyright treaties as well as other intellectual property laws, treaties and trade secret laws. Absent a separate written agreement between you and Forney, your rights to use Vault are limited to this UA. Vault may contain material licensed or supplied from third parties and is therefore subject to the rights of such parties. On behalf of itself and such third parties, Forney retains all rights not expressly granted to you in this UA. Nothing in this UA constitutes a waiver of Forney’s or its licensors’ or suppliers’ rights under international copyright law or any other applicable intellectual property laws or treaties. You agree to treat Vault like any other copyrighted material for archival purposes, and you may not copy the accompanying printed materials. You may not remove, modify or alter any Forney copyright or trademark notice from any part of Vault, including but not limited to, any such notices contained in the physical or electronic media or documentation.
Subject to these provisions, Forney hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to use Vault, including any underlying software, in a manner that is consistent with the other terms in this UA and Vault’s intended purposes. Forney reserves the right to revoke this license at any time and for any reason that is consistent with this UA.
4. DATA OWNERSHIP:
Any test data, or data of any origin entered, posted, provided, transferred or otherwise made available to Vault by you shall be owned by you and may be transferred, distributed or otherwise disclosed by you or at your direction and discretion to third parties. Any such data you upload/transfer to Vault or any Equipment is done on a non-proprietary and non-confidential basis. You agree that Forney has a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license at no cost to use, transfer, reproduce, modify, adapt, monitor, publish, and/or translate your Vault and/or Equipment data to: (1) send you messages through Vault and/or through Equipment that uses Vault about products and services that could help you with your concrete testing projects; (2) perform diagnostic evaluations of Equipment performance; (3) conduct regular maintenance of Vault or any other product or service of Forney; and/or (4) dictate or formulate sales and marketing plans. Forney reserves the right to share aggregated and anonymous testing and other data from Vault and/or Equipment with outside testing protocol entities.
Forney reserves the right to comply and cooperate with any and all legal requirements, legal authorities, and/or law enforcement agencies regarding the investigation of, or request to disclose, information related to the data you make available to Vault and/or Equipment. You waive and hold harmless Forney from any claims resulting from any action taken by Forney during or as a result of Forney’s investigation and/or from any actions taken as a consequence of investigations by either Forney or law enforcement.
Forney reserves the right to refuse, delete or edit any data you make available to Vault and/or Equipment without cause, for any or no reason including, but not limited to, for any action that Forney determines is inappropriate or disruptive to Vault, other users of Vault, and/or Equipment. Forney will make reasonable efforts to provide notice and a reasonable opportunity to cure unacceptable data if possible. However, if, in Forney’s sole judgement, data you make available to Vault and/or Equipment represents an immediate and ongoing threat to the integrity of Vault, or data stored therein, Forney reserve the right to take immediate action to safeguard Vault integrity, including immediate deletion, editing or cessation of further data transfer to/from Vault.
Forney is under no duty to, and does not represent that it will, monitor, edit, and/or remove any data you make available to Vault and/or Equipment.
5. INTELLECTUAL AND OTHER PROPERTY:
Other than the exceptions referenced in this UA or noted elsewhere, all other content on Vault is the property of Forney including, but not limited to, all marks, logos, names, text, data, documents, messages, pictures, images, video, audio, graphics, links, software and its underlying code, domain name or other electronic files (referred hereafter as “Forney Content”).
Certain elements of Vault, including but not limited to, text, graphics, photos, images, video, audio, color selections, organization and layout, are copyright protected under United States and international copyright laws. Any Forney Content protected by intellectual property laws may not be copied, republished, posted, modified, edited, transmitted, distributed, used to create derivative works of, or reverse engineered without permission. No right, title or interest in any Forney Content is transferred to you as a result of you accessing, downloading or printing such content from Vault. Any use of Forney Content must display the appropriate copyright, trademark and other proprietary notices.
You acknowledge that you have no right, title or interest in or to Vault and/or Forney Content.
Forney, ForneyVault, and other identified marks are trademarks or service marks of Forney and may not be used without written permission. There may be other third party marks, names and logos on Vault, and those are the property of their respective owners.
There may be other content located on Vault not owned by Forney, and you should respect those property rights as well. All rights not expressly granted herein are reserved to Forney.
6. USE OF VAULT:
Access to and use of Vault is permitted only by registered users for the purposes outlined in Section 1 of this UA. You agree that you will only use Vault for its intended purposes, and not for other commercial ventures without first seeking approval from Forney. Any other access to or use of Vault is unauthorized.
By registering for a Vault account, you certify that the information you will provide on the registration form is accurate and pertains only to you. Your password may not be shared with any other person unless identified as an authorized third party on the registration.
Vault is subject to availability. Forney has no direct control over any data uploaded/transferred to Vault and/or Equipment by Vault users, and therefore Forney is not liable to you or anyone else for any harm or damages that you or anyone else may experience in using and/or relying on any such user generated Vault data. Forney makes no representations or warranties that any Vault data is accurate or suitable for a particular purpose. You acknowledge that users of Equipment and/or Vault, including yourself, may collect or enter data incorrectly or misuse Equipment, and Forney is in no way responsible or liable for any incorrect or inaccurate data in Vault and/or Equipment that may result for such actions. Forney has no duty to monitor and/or correct user generated Vault and/or Equipment data.
You may be able to make Vault data available to third parties. You acknowledge and understand that should you make any Vault data available to any third parties, Forney is in no way responsible for any harm or damages that such third parties may experience as a result of relying on such data. There are no intended third party beneficiaries under this UA. Those third parties use any Vault data at their own risk.
Forney reserves the right to deactivate or suspend use of Vault for any reason at any time, either in general or with respect to any one or more users or groups of users.
In connection with your access to and/or use of Vault, you agree not to: (A) violate any federal, state, or local laws or regulations; (B) take any action that imposes an unreasonable or disproportionately large strain on the Vault’s network or computer infrastructure, and/or Equipment; (C) use any device, software or routine to interfere or attempt to interfere with the proper working of Vault, any activity being conducted on Vault, and/or Equipment; (D) use any automated technology such as a robot, spider or scraper to access, scrape or data mine Vault; (E) engage in any behavior that is designed to hack into or gain unauthorized access to protected areas of Vault, Equipment and/or Forney’s computers, servers or networks, and/or any computers or systems used by other users of Vault; (F) upload or transfer anything to Vault and/or Equipment that could destroy, damage or impair any portion of Vault, Equipment or any computers, systems, hardware or software used by Forney or other users; (G) make attempts to defeat or circumvent security features, or to utilize Vault for any purpose other than its intended purposes; (H) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up Vault and/or Equipment; (I) delete or alter any data uploaded/transferred to Vault and/or Equipment by any other person or entity without authorization; (J) remove, modify, hide or otherwise make unreadable or non-viewable any notice, legend, advice, watermark or other designation displayed in Vault or in any information provided; (K) discuss, incite or promote illegal activity; (L) use Vault to circulate unsolicited or unauthorized advertising, promotional materials, spam emails, chain letters, pyramid schemes, or any other form of such solicitations; or (M) frame or link to any of the materials or information available in Vault. This list of prohibitions is not exclusive. Forney reserves the right to terminate your access to Vault for any reason if your actions are inconsistent with the intended uses and purposes of Vault and/or Equipment.
Vault may include technological protection measures that effectively control access, reproduction or distribution of information provided. Any attempt to tamper or dismantle these protections is a breach of this UA and may be a violation of the Digital Millennium Copyright Act of 1998 and other laws and regulations.
You will only access Vault for your own use and not to resell access to or use of Vault to any other user, customer or other third party without the express written consent of Forney.
You may have the option of accessing Vault via a third party laboratory information management system (“LIMS”). The LIMS would gain access to Vault through a Forney-provided application program interface (“API”). The API would allow a LIMS to read/write concrete specimen data to Vault which could then be downloaded to the appropriate Equipment. You agree not to use a LIMS or other third party service to improperly access protected areas of Vault and/or Forney computer systems. You further agree not to assist any LIMS with conducting improper or illegal behavior related to Vault, including but not limited to, the theft of any Forney intellectual property. If you become aware of any improper or illegal behavior involving the use of a LIMS used to access Vault, you agree to immediately cease use of the specific LIMS and notify Forney. Forney reserves the right to terminate a LIMS’s use of the Forney API and/or the LIMS’ access to Vault for any reason without prior or current notice to you. Forney is under no duty to offer any LIMS access to Vault.
By accepting this UA, you waive and hold harmless Forney from any claims resulting from any action taken by Forney during or as a result of Forney’s investigation and/or from any actions taken as a consequence of investigations by either Forney or law enforcement related to your use of Vault.
7. YOUR/OTHER REPRESENTATIONS AND WARRANTIES:
You represent and warrant that:
A. You will use Vault and/or Equipment in accordance with this UA.
B. The information that you have provided and will provide to Forney is true and accurate.
C. You own all right, title and interest, including the intellectual property rights, to any data you make available to Vault and/or Equipment, or you have been granted the right by the respective owner to make such data available.
D. You will not make available to Vault and/or Equipment any data or content that infringes the rights of any person or entity, including but not limited to, intellectual property rights, privacy rights, publicity rights, or contract rights.
E. You shall at all times comply with all applicable laws, rules and regulations with respect to your use of Vault.
F. You shall not knowingly or otherwise introduce to or through Vault any viruses or other items of a destructive nature.
G. You shall comply at all times with the terms of this UA, including any modifications to these terms in accordance with this UA.
H. You accept sole responsibility for: (1) any use of internet facilities used by you to utilize Vault, including the conduct of any business, advertising, marketing or sales in connection therewith; and (2) any negligent or illegal act or omission of you or your agents, contractors, servants, employees, or other users in connection with the use of Vault and/or Equipment.
I. You shall be solely liable for any damages, royalties or fees resulting from any infringement of rights or any other harm resulting from any data you make available to Vault and/or Equipment.
A. Access to Vault is subject to an annual license fee that must be paid in advance (“Annual Fee”) before any access is granted. In addition to the license fee, you will be charged a “per test” fee for each completed test in excess of the included minimum allotted tests per month per Vault. The fee will cover all use of Vault, for tests in excess of the monthly allotment, for that one month period. After the one month period ends, a new fee will be charged, as described above, for tests that exceed the included minimum allotted tests per Vault. In other words, the annual license fee covers use of Vault up to the monthly allotment, and then the per test fee will be charged for tests that exceed the monthly allotment. (“Monthly Fees”). All Monthly Fees are non-refundable. You hereby authorize Forney to charge to your credit or debit card the Annual Fee automatically each year, until valid termination of this UA, with the Annual Fee applying/being charged on the first day of the first month of each yearly period while this UA is in force. You hereby authorize Forney to charge to your credit or debit card all applicable Monthly Fees for your access to Vault until valid termination of this UA, with Monthly Fees applying/being charged on the last day of each monthly period that you make use of Vault according to the number of tests in excess of the allotted tests, while this UA is in force. You may cancel this credit/debit card authorization at any time, but such cancellation will be deemed a notice of termination of this UA under section 9 of this UA unless alternate payment plans are made with Forney prior to such cancellation.
B. You are responsible for all fees and charges incurred in connection with your access to or use of Vault, including but not limited to, sales tax, use tax, delivery charges, credit/debit card transaction fees, internet access fees and associated hardware fees or costs to access Vault. You are responsible for providing accurate payment information for a valid, unexpired, and below-maximum-balance credit or debit card in good standing (i.e., credit card number, expiration date, card identification (CID) number) and keeping your account current. You must be authorized to use the payment methods provided.
C. To the fullest extent permitted by law, you waive all claims relating to charges, unless claimed within sixty (60) days after the charge. All payments of Monthly Fees, and any other payments payable pursuant to this UA, must be made in United States Dollars. Nothing in this UA obligates Forney to extend credit to you.
D. To the fullest extent permitted by law, refunds, if any, are at Forney’s sole discretion and shall only be in the form of a credit for Monthly Fees at Forney’s sole option unless otherwise indicated in this UA.
E. Forney reserves the right to change the Monthly Fees pursuant to section 14 of this UA.
Without prejudice to any of Forney’s other rights, if you fail to comply with or violate any portion of this UA, Forney may terminate this UA immediately, deny you access to Vault, and delete your Vault account. In such event, you agree to destroy all copies of Vault materials you possess and all of its component materials whether in electronic form, written form, or otherwise. Further, in the event of termination of this UA, any data provided by you to Vault shall become the exclusive property of Forney which may maintain or destroy the data at its sole discretion. No Monthly Fees will be refunded for termination under this paragraph. Forney may issue a prorated refund of your Annual Fee if the UA is terminated under this paragraph if more than six months is left in your yearly annual license fee period.
Other than the termination for cause referenced in the previous paragraph, either party may terminate this UA at any time by providing 30 days prior written notice to the other party. There are no refunds for any Monthly Fees paid in advance of termination if the termination is initiated by you. Forney may issue a prorated refund of your Annual Fee if you cancel with more than six months left in your yearly annual license fee period. If Forney terminates under this paragraph, it will issue prorated refunds of the last Monthly Fees payment and the Annual Fee. You are responsible for removing all data owned by you from Vault and/or Equipment upon termination.
Vault is intended for use as specified in this UA and in accordance with the documentation accompanying Vault. It is your responsibility to ascertain whether any additional third party copyright, patent or other licenses are necessary for your use of data and to obtain any such licenses. You agree to hold harmless, indemnify, and defend Forney, including its officers, directors, employees, affiliates, agents, licensors, representatives, attorneys, and business partners such as suppliers, their affiliates and their respective officers, shareholders, directors, and employees (the “Forney Indemnified Parties”) from and against any and all claims, demands, losses, costs, damages, liabilities, judgments, awards, fines and expenses (including reasonable attorneys’ fees, costs of defense, and direct, indirect, punitive, special, individual, consequential or exemplary damages) Forney or any of the Forney Indemnified Parties suffer in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that relates to your use of Vault, your breach of this UA, the use of Vault by any person or entity using your account and password, any third party’s use of Vault data provided by you, or any violation of another party’s rights or any law or regulation. If you are importing Vault from the United States, you shall hold harmless, indemnify, and defend the Forney Indemnified Parties from and against any import and export duties or other claims arising from such importation. Your indemnification obligations shall survive the termination of this UA.
YOUR USE OF VAULT IS AT YOUR OWN RISK.
TO THE EXTENT PERMITTED BY LAW, VAULT AND ALL RELATED CONTENT, INCLUDING SOFTWARE, INFORMATION, AND ANY GOODS OR SERVICES MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO VAULT OR ANY GOODS OR SERVICES OFFERED ON OR THROUGH VAULT.
TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, COMPLETENESS, APPROPRIATENESS OR TIMELINESS OF INFORMATION, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, FREEDOM FROM COMPUTER VIRUSES, ACCURACY OR NON-INFRINGEMENT.
TO THE EXTENT PERMITTED BY LAW, THE DISCLAIMER OF WARRANTIES APPLIES TO VAULT, ITS CONTENT, AND ANY GOODS OR SERVICES OFFERED ON OR THROUGH VAULT. FORNEY AND/OR ITS AFFILIATES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN VAULT OR THAT ACCESS OR USE OF VAULT SHALL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR SUFFICIENT TO MEET YOUR REQUIREMENTS.
TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF VAULT. TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS AFFILIATES DO NOT WARRANT THAT ERRORS, DEFECTS OR INACCURACIES SHALL BE CORRECTED, THAT VAULT SHALL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT VAULT OR EQUIPMENT, INCLUDING THE SERVERS ON WHICH EACH ARE OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS IN THE EVENT YOU EXPERIENCE ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF VAULT OR ANY VAULT GOODS OR SERVICES. TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS AFFILIATES MAKE NO WARRANTIES THAT YOUR USE OF VAULT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY FOR SUCH INFRINGEMENT.
IF YOU ARE DISSATISFIED WITH THE TERMS OF THIS UA, VAULT, OR ANY GOOD OR SERVICE OFFERED ON OR THROUGH VAULT, TO THE EXTENT PERMITTED BY LAW, YOUR SOLE REMEDY AND FORNEY’S SOLE LIABILITY WITH RESPECT TO THE USE, OPERATION OR PERFORMANCE OF VAULT AND THE RESULTS OBTAINED THEREFROM IS FOR YOU TO TERMINATE USE OF VAULT.
ALL PROVISIONS IN THIS UA ARE APPLICABLE TO THE EXTENT PERMITTED BY LAW.
12. LIMITATION OF LIABILITY:
USE OF VAULT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF VAULT AND/OR EQUIPMENT. TO THE EXTENT PERMITTED BY LAW, FORNEY AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, BUSINESS PARTNERS, AND ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF VAULT, SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, ATTORNEY’S FEES, ACTUAL OR OTHER INDIRECT DAMAGES, INCLUDING FOR LOSS OF DATA, REVENUE, INCOME, PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES, BUSINESS INTERRUPTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF FORNEY AND/OR ANY OF THE AFOREMENTIONED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF: (A) THE USE OR INABILITY TO USE VAULT, EQUIPMENT OR ANY VAULT GOODS OR SERVICES; (B) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY VAULT; (C) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR INACCURACIES ON VAULT; AND/OR (D) ANY OTHER MATTER RELATING TO VAULT, ANY GOOD OR SERVICE OFFERED ON OR THROUGH VAULT, AND/OR ANY LINKS PROVIDED ON OR THROUGH VAULT.
13. LIMITATION OF DAMAGES:
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF FORNEY AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, BUSINESS PARTNERS, OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF VAULT, TO ANY PARTY IF ANY LIABILITY ARISES OUT OF ANY KIND OF LEGAL CLAIM, REGARDLESS OF THE TYPE OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY CONNECTED WITH VAULT OR USE THEREOF, BE GREATER THAN THE MINIMUM AMOUNT ALLOWABLE BY LAW AND IN NO EVENT SHALL IT EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO FORNEY FOR ACCESS TO VAULT OR ONE HUNDRED DOLLARS ($100).
14. MODIFICATIONS TO UA AND VAULT:
A. UA – Forney reserves the right to modify this UA and any policies affecting Vault at any time without prior notice. Forney will send you an updated version of this UA with the modifications for your review and agreement. If you fail to agree to the modified UA within 30 days of receiving such, this UA is terminated. Any Annual Fee and Monthly Fees will be refunded on a prorated basis if the updated UA is not agreed to pursuant to this section.
B. Vault – Forney reserves the right, without notice and/or reason, to modify, update, suspend, or discontinue Vault or any portion thereof at any time, including the availability of any area or all of Vault. Forney will attempt to update Vault in ways that increase the usefulness and length of operation of Equipment, but is under no duty to provide such updates or to provide such updates on any set basis. If Vault is discontinued for any reason, we will do our best to give you as much advanced notice as possible, and will refund a prorated portion of the Annual Fee and the last Monthly Fees payment you made. Forney also reserves the right to otherwise revoke any and all access granted to you related to Vault, or impose limits on certain features and services provided on or through Vault, without notice, if you breach this UA. You agree that Forney is not liable to you or any other third party for this action.
15. EXPORT CONTROL LAWS:
Content available at Vault may contain technology that is subject to export laws and controls. You agree not to transfer or export such material from the United States, especially not to any country or foreign citizen that is under a United States embargo or that would otherwise violate United States law or regulations, including providing such material to any foreign person or entity in the United States.
16. UNITED STATES GEOGRAPHIC LIMITATION:
Forney operates Vault from its headquarters in the United States, and Vault is intended only for users within the United States. If you use Vault outside the United States, you are responsible for following your applicable local laws and determining, among other things, whether your use of Vault violates any of those local laws. By using Vault, you agree and acknowledge that information about you, including personally identifiable information, may be transmitted to, processed in, and stored in the United States.
You shall not assign your rights, duties, or obligations under this UA to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, without the prior written consent of Forney. Any attempt to make such an assignment shall be deemed null and void, and of no effect.
If any provision of this UA is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this UA, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect to the extent permitted by law.
The waiver by either party of a breach or default of any provision in this UA by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
Any notice provided pursuant to this UA, if specified to be in writing, shall be in writing and shall be deemed given: (A) if by hand delivery, upon receipt thereof; (B) if by mail, five (5) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested; (C) if by facsimile transmission, upon electronic confirmation thereof; or (D) if by next day delivery service, upon such delivery.
21. INDEPENDENT CONTRACTOR:
The parties’ relation to each other shall be that of independent contractors solely responsible for the manner and means by which the duties hereunder are carried out. No party shall be construed for any purpose to be an employee subject to the control and direction of the other party, nor shall either party be considered an agent or fiduciary for the other party.
22. FORCE MAJEURE:
If the performance of any part of this UA by a party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of the party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes; provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this UA.
23. CHOICE OF LAW:
YOU AGREE THAT any and all disputes relating to this UA, Vault, and/or any goods or services offered on or through Vault, are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws provisions.
24. JURISDICTION AND VENUE:
YOU AND FORNEY AGREE TO arbitrate any claim, dispute, or controversy, including all statutory claims and any state or federal claims, that may arise out of or relate to this UA. By agreeing to arbitration, you and Forney understand and agree to waive any rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes.
The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
26. ENTIRE AGREEMENT:
This UA and the attachments to it constitute the entire agreement of the parties with respect to Vault and supersede all prior agreements, communications, promises and proposals, whether written, oral, or electronic, between you and Forney, with respect to the same Vault.
27. COMMENTS & FEEDBACK
In compliance with your rights under California Civil Code § 1789.3, you have the right to contact Forney with any complaints or to seek additional information. You may email Forney at email@example.com. You may also call 1-800-367-6397. For any physical documents, you may send mail to Forney LP, 2050 Jackson’s Point Court, Zelienople, PA 16063.
If California users have any questions or complaints about Forney, they may also contact The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs through writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired persons may call (916) 928-1227 or (800) 326-2297 via TTY device.
ANY RELIANCE ON OPINIONS OR RECOMMENDATIONS OFFERED ON OR THROUGH VAULT IS DONE AT YOUR OWN RISK.
YOU AGREE THAT FORNEY IS NOT LIABLE to you or anyone else for any harm that might arise as a result of using and/or implementing in any manner any of the opinions or recommendations found on or offered through Vault and/or Equipment.
Forney is not responsible for any harm or damages of any kind that may occur to you due to any glitches, hacks, breaches or any other unauthorized access to Vault, Equipment, and/or Forney’s computer or network systems, including any Forney or Vault-related hardware or devices, that may or may not result in the disclosure of any personal information you provided to us.
The proprietary rights, disclaimers of warranties, representations made by you, indemnities, limitations of liability and damages, and any other relevant language that is meant to remain in effect after this UA ends shall survive the termination of this UA.
Forney does not assume any liability or responsibility for your use of the internet or Vault including, but not limited to, any change your computer or related systems may sustain as a result of accessing Vault.
If you need to contact Forney for any reason not already specified in this UA, please use the following contact information:
Forney LP, 2050 Jackson’s Point Court, Zelienople, PA 16063.
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