TERMS OF USE

 

The HydroVu site is owned by In-Situ, Inc. (“In-Situ,” “we,” “us,” or “our”).  These Terms of Use contain the terms and conditions that govern your access to and use of the In-Situ HydroVu website and are a binding agreement between In-Situ, Inc. and you or the entity you represent (“you,“ “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you access the site.  If you do not agree to these Terms of Use, please do not use the site. You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. In-Situ reserves the right, at our discretion, to change, add, remove or otherwise modify portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of the site following the posting of changes to these Terms of Use means you accept those changes.

Ownership

We acknowledge that the raw data obtained from the In-Situ monitoring devices purchased or leased by you and transferred into the site shall remain your property.  Except as expressly provided in the previous sentence, all content included on the site, including text, graphics, images, logos, audio or video clips, digital downloads, data compilations and software, is the property of In-Situ or In-Situ’s content suppliers or licensors and protected by the laws of the United States and other countries and international treaties. The compilation of all content on the site is the property of In-Situ and is protected by the laws of the United States and other countries and international treaties. Marks indicated on the site are registered trademarks of In-Situ. All other trademarks that are not owned by In-Situ that appear on the site are the property of their respective owners.

License and Site Use

In-Situ grants you a limited license to access and make use of the site. In addition, you have the right to sub-license the use of the site to your customers; provided, that, all use by your customers will be governed by these Terms of Use.  In accordance with these Terms of Use, you and/or your customers are permitted to download and/or export the data prepared by the HydroVu services presented on the site. Except as expressly provided herein, the site (or any derivative work version of it), its contents, and any member or account information may not in any form or by any means now known or hereafter developed be reproduced, displayed, downloaded, uploaded, published, repurposed, posted, distributed, transmitted, resold, or otherwise exploited for any commercial purpose without In-Situ’s prior express written consent. All rights not expressly granted to you above, including ownership and title, are reserved by us and not transferred or licensed to you.  In the event that you sub-license the use of the site to your customers, you acknowledge that you are authorized to bind your customers to these Terms of Use, or, in the alternative, your customers have acknowledge in writing that they are bound by these Terms of Use.

Your Account

If you or your customers use the site, you are responsible for maintaining the confidentiality of membership and account information, usernames, passwords and IDs that may be required to use the site from time to time (“Account Information”) and for restricting access to your computer or other devices, and you agree that you are responsible for all activity that occurs under or with the use of your Account Information. In-Situ reserves the right in its sole discretion to refuse access to the site or services provided through it, or terminate accounts and usage rights.

Availability

The HydroVu services and the site rely upon the availability of cellular, satellite, internet and other forms of electronic communications.  You acknowledge that these varying forms of electronic communications are provided by third parties and are susceptible to periodic outages that are beyond our control.  YOU AGREE TO NOT HOLD US RESPONSIBLE FOR DAMAGES OR DELAYS CAUSED BY DISRUPTIONS TO THE COMMUNICATIONS OR HOSTING SERVICES. You are also encouraged to download your information from the site on a regular basis in order to avoid potential loss of information.

Disclaimer

THE SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IN-SITU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN-SITU DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN-SITU DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INFORMATION ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  IN ADDITION, IN-SITU DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE PRIVACY OR SECURITY OF ANY INFORMATION ON THE SITE.

Indemnification

You are entirely responsible for maintaining the confidentiality and security of your Account Information and for all activities that occur under your account. You agree to indemnify, defend and hold In-Situ and its providers harmless from and against any third-party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments and expenses (including, but not limited to, reasonable attorney’s fees and other reasonable costs of defense or enforcing your obligations hereunder) resulting from or arising out of any breach of any of your representations or misuse of the site. You shall use your best efforts to cooperate with us in the defense of any claim.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL IN-SITU BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY IN-SITU SITE OR MATERIALS OR FUNCTIONS ON ANY SUCH SITE, EVEN IF IN-SITU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT OR TORT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU OVER THE PREVIOUS TWELVE MONTHS.

Termination

These Terms of Use are effective until terminated by either party. Access to the site may be terminated immediately without notice from us if, in our sole discretion, you and/or your customers fail to comply with (i) any term of these Terms of Use or (ii) any other terms or conditions set forth in any other agreement between you and In-Situ. Upon such termination, you must cease use of the site. You may terminate at any time by discontinuing use of the site.  In-Situ will maintain your information on the site for a period of twenty-four months following termination.  In the event that you require access to your information after termination, additional data retrieval rates will apply.

General Provisions

By visiting the site you and/or your customers agree that the Terms of Use shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law, and that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in Colorado and you hereby consent and submit to the venue and personal jurisdiction of such courts for the purposes of such action. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement between us relating to the use of the HydroVu site.  Notwithstanding the foregoing, in no event shall these Terms of Use be deemed to terminate or replace the terms and conditions of any other written agreement executed by you and In-Situ unless specifically set forth therein.

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