End-User Agreement ("Agreement")
Last updated: December 07, 2021
PLEASE READ THIS END-USER AGREEMENT CAREFULLY BEFORE USING THE APPLICATION. COMPANY PROVIDES YOU ACCESS TO ITS APPLICATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH ALL TERMS AND CONDITIONS IN THIS AGREEMENT. BY ACCESSING OR USING THE APPLICATION, YOU: (I) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS; (II) REPRESENT AND WARRANT THAT YOU, AS AN INDIVIDUAL, ARE 19 YEARS OF AGE OR OLDER; AND (III) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOU (BOTH AS AN INDIVIDUAL AND ON BEHALF OF THE BUSINESS ENTITY ON WHOSE BEHALF YOU ARE ACCESSING THE APPLICATION) TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT HAVE ANY OBLIGATION TO PROVIDE YOU ACCESS TO THE APPLICATION AND MAY IMMEDIATELY SUSPEND YOUR ACCESS TO THE APPLICATION. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION HEREIN, YOU MUST NOT ACCESS OR USE THE APPLICATION.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User Agreement:
means this End-User Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
means the software program provided by the Company named VT Online.
(referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to V-T Industries Inc., 1000 Industrial Park, Holstein, IA 51025.
Company Property means any and all of the following: the Application, any documentation of the Company and any tangible or intangible property of the Company, including, without limitation, the underlying software of the Application, together with all copies, reproductions, enhancements, modifications, edits, adaptions and derivative works thereof, and all enhancements, modifications, edits, additions, adaptions and derivative works of Content made by or on behalf of the Company.
refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content. Content also includes any and all data, information, content, material or works of authorship that You submit, transmit or make available to the Company, or submit or enter into the Application.
means any device that can access the Application such as a computer, a cellphone or a digital tablet.
Regular Business Hours: Monday-Friday 8:00 a.m. – 4:00 p.m. central time.
means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
By using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not use the Application.
This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company.
The Application is not sold, to You by the Company for use strictly in accordance with the terms of this Agreement. All intellectual property rights are hereby reserved by Company. Nothing in this Agreement shall be interpreted to grant You any rights or licenses under any intellectual property rights owned or controlled by Company.
Right to Access
Scope of Rights
The Company grants You a revocable, non-exclusive, non-transferable, limited right to access and use the Application solely to submit orders to Company and strictly in accordance with the terms of this Agreement.
Your Content; Your Representations and Warranties
You hereby grant to the Company a non-exclusive, sublicensable, transferrable, perpetual, irrevocable, worldwide, royalty-free right and license to use, disclose, host, reproduce, copy, distribute, display, publish, and create derivative works of Content in any and all ways necessary for the provision of the Application and its functionality to You and for all other legitimate business purposes of the Company. You represent and warrant to the Company that: (i) You have, and will maintain at all times, all legal rights necessary to grant the rights and licenses to the Company set forth in this Agreement and to make Content available to the Company for use and distribution permitted in this Agreement; (ii) Content, and the Company’s use and distribution thereof, does not, and will not, violate or infringe upon any copyright, patent, trade secret, trademark, or other intellectual property right, or any proprietary, personal, privacy, or other right worldwide of any other person or entity; (iii) Content was, and will be, collected, created and distributed in compliance with all federal, state, local, or foreign laws, rules, regulations, statutes, ordinances or directives; (iv) Content, and the Company’s use and distribution thereof, does not, and will not, violate any applicable law, rule or regulation; (v) Content does not, and will not, contain any viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (vi) Content is not subject to any “open source license” or “copyleft license”, as those terms are generally understood in the software industry; and (vii) Content does not and will not include any personal information from or about children under the age of 13.
Your Responsibilities; Use Restrictions
You will: (i) prevent all unauthorized access to or use of the Application, and notify Company immediately of any such unauthorized access or use; (ii) fully cooperate with any reasonable investigation by the Company of any outage, security problem or suspected breach of this Agreement; and (iii) comply with all of the Company’s instructions relating to Your access to or use of the Application. The Company will have the right to monitor the use of the Application for purposes of measuring and reporting on usage, and You will respond promptly and truthfully to any reasonable inquiries from the Company to assess the scope of Your use of the Application. You will not use Company Property except as expressly permitted in this Agreement. Any use or disclosure of Company Property not expressly authorized in this Agreement is strictly prohibited. Without limiting the generality of the foregoing, You will not at any time, directly or indirectly, and will not permit any third party to: (a) publish, enhance, or display any compilation or directory based upon information derived from Company Property; (b) use, disclose or access Company Property in violation of any applicable law, rule or regulation; (c) copy, reproduce, modify, or create derivative works based upon Company Property; (d) sell, resell, license, lease, transfer, redistribute, assign or otherwise commercially exploit or make Company Property available to any third party; (e) send, store, submit or upload libelous, unlawful or tortious material or malicious or harmful code on or to the Application; (f) send, store, submit or upload malicious or harmful code on or to the Application; (g) save to the extent strictly necessary for the operation of the Application, send, store, submit or upload any personal information on or to the Application; (h) interfere with or disrupt the integrity or performance of the cloud environment where the Application is deployed; (i) attempt to circumvent security restrictions or protocols for the cloud environment where the Application is deployed;(j) disclose the results of any benchmarking test; (k) remove or modify any proprietary markings or notices on Company Property; or (l) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Application.
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company. You acknowledge and agree that You claim no proprietary rights in the Application. If You are deemed to have any right, title or interest in or to the Application, including any intellectual property right, You hereby irrevocably assign to the Company all right, title and interest, including all intellectual property rights, in and to the Application or any other intellectual property rights. The Application may be used only in accordance with the terms and conditions of this Agreement. All pending and/or registered trademarks and service marks, and other graphics, logos, and trade names used by the Company in connection with the Application, and any other products or services offered by the Company are the trademarks of the Company.
The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.
Modifications to the Application
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.
Updates to the Application
The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
Maintenance and Support
The Company does not provide any maintenance or support for the use of the Application. To the extent that any maintenance or support is required by applicable law, the Company shall be obligated to furnish any such maintenance or support.
Term and Termination
This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement.
Upon termination of this Agreement, You shall cease all use of the Application.
Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You of any of your obligations under the present Agreement.
The following Sections shall survive any termination or expiration of this Agreement: Interpretation and Definitions, Acknowledgment, Your Content; Your Representations and Warranties, Your Responsibilities; Use Restrictions, Intellectual Property, Indemnification, No Warranties, Limitation of Liability, Severability and Waiver, Product Claims, United States Legal Compliance, Force Majeure, Governing Law, and Entire Agreement.
Use of the Application requires a password. You agree to treat any passwords that are issued to You as confidential information. If you discover or have reason to believe that your password has been stolen or otherwise compromised, you agree to contact Us immediately during Regular Business Hours. We may accept as authentic any orders or other information received through use of your password. You shall be liable for any unauthorized use of your password.
You are solely responsible for any Device that you use to access the Application and we will not be liable for any errors or delays due to your inability to access the Application caused in whole or in part by your Device.
Any order received by Us through the Application will be acknowledged by Us via email. If you do not receive an acknowledgment of your order, please contact us immediately. We will not be liable for any damages or delays resulting from a failure to receive your order through the Application for any reason.
You agree to indemnify, defend and hold the Company and its parents, subsidiaries, and affiliates, and its and their respective officers, employees, agents, partners licensors, successors and assigns harmless from and against any and all claims, demands, suits, actions, proceedings, litigation, investigations, subpoenas, damages, settlements, costs, liabilities, losses, fines, penalties, and expenses of any nature whatsoever (including, but not limited to, reasonable legal fees), due to or arising out of your: (i) use of or access to the Application; (ii) actual or alleged violation of this Agreement or any law or regulation; (iii) violation of any right of a third party; (iv) Content; or (v) negligent or willful act or omission.
THE APPLICATION IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, 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, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS 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.
WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF THE COMPANY'S PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE APPLICATION, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE APPLICATION; OR (IV) THAT THE APPLICATION, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF THE COMPANY ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW. TO THE EXTENT ANY WARRANTY EXISTS UNDER LAW THAT CANNOT BE DISCLAIMED, THE COMPANY SHALL BE SOLELY RESPONSIBLE FOR SUCH WARRANTY.
Limitation of Liability
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE CUMULATIVE LIABILITY OF THE COMPANY AND ANY OF ITS SUPPLIERS UNDER OR RELATED TO THIS AGREEMENT, THE APPLICATION OR ANY TRANSACTION CONTEMPLATED HEREUNDER SHALL NOT IN THE AGGREGATE EXCEED THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION OR THROUGH THE APPLICATION OR 100 USD IF YOU HAVEN'T PURCHASED ANYTHING THROUGH THE APPLICATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRIVACY, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTION, OR PERSONAL INJURY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE APPLICATION, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE APPLICATION, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF THE COMPANY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Severability and Waiver
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
The Company does not make any warranties concerning the Application.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Changes to this Agreement
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.
In no event will Company be liable to You, or be deemed to have breached this Agreement or any other agreement between the parties hereto, for any failure or delay in performing its obligations under this Agreement or such other agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to failures of the internet, computer systems or communications networks, pandemics, epidemics, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
The laws of the State of Iowa shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
This Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.
If you have any questions, You can contact us at one of the following during Regular Business Hours:
Brandi Sharkey: 888-287-8356 ext. 11431, [email protected]
Diana Sexton: 800-827-1615 ext. 10255, [email protected]
Bonnie Stevenson: 800.827.1615 ext. 10364, [email protected]