The below Terms of Use (the “Terms”) are a binding contract between you and Vernier Software & Technology, LLC dba Vernier Science Education and its affiliates, corporate parent(s), and subsidiaries (collectively, “Vernier,” “us,” “our,” or “we”). These Terms, together with the Vernier Applications Privacy Notice, govern your use of Vernier’s suite of applications, which includes Vernier Video Analysis®, Logger Pro™, LabQuest Viewer®, Vernier Thermal Analysis®, and the Go Direct® Sensor Companion Apps including Vernier Graphical Analysis®, Vernier Graphical Analysis® Pro, Vernier Spectral Analysis®, and Vernier Instrumental Analysis® (collectively, the “Applications”). Please note that Vernier’s Website and Platforms are governed by their own terms of use, not this one.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND VERNIER RELATED TO THE APPLICATIONS.

Questions? We are readily available to help you with individual questions about our Applications—simply email support@vernier.com or call us at our toll-free number: 1-888-837-6437.

1. Acceptance

PLEASE READ THESE TERMS CAREFULLY. By downloading, installing, or using an Application in any manner, you accept and consent to these Terms and all documents incorporated by reference. You can also accept these Terms by clicking to accept or agree to these Terms where that option is made available in any agreement or electronic form. If you are downloading, using, or accessing an Application on behalf of a school district, school, or other legal entity (in each case, a “School”), all references to “you” herein shall include you personally, the School and its Users (defined below) and you represent and warrant that you are authorized to act on behalf of the School and to bind such School to these Terms. These Terms will remain in effect while you use an Application or the Application remains downloaded on your device. If you do not agree to these Terms, do not use any of the Applications in any manner and delete all Applications from all devices.

2. Student Privacy

Vernier designs the Applications to collect minimal or no Personal Information about students or other individual users who access, download, install, or use an Application using your software license key (“Users”). You acknowledge that when the Application is downloaded, installed, or used, Vernier may collect certain information about the devices upon which the Application is installed, and/or require that the Application, and/or certain components thereof, be activated with a software license key. To the extent that any User Personal Information is collected (such as during the Application activation process), the Vernier Applications Privacy Notice shall apply to such collection. 

United States federal laws such as the Family Educational Rights & Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”), and certain U.S. state laws offer privacy protections for children and students. You acknowledge and agree that each School that uses Vernier Applications is responsible for complying with all legal requirements (including FERPA). Vernier is not liable for any noncompliance with such legal requirements by a School or individual educator.

By downloading, installing, accessing, using, and providing information to or through an Application or permitting its Users to do so, you (a) acknowledge that you have read and agree to the Vernier Applications Privacy Notice, (b) consent to all actions taken by Vernier with respect to School’s and your Users’ Personal Information in compliance with such Privacy Notice, (c) represent and warrant that any information you submit to us is truthful and accurate and you will maintain the accuracy of that information, and (d) agree to be solely responsible for securing any and all privacy-related rights and permissions from Users and other individual persons as may be required by regulation, statute, other law, the Vernier Applications Privacy Notice, or your internal policies or guidelines.

3. School and End User License

a. License Grant

Subject to these Terms, Vernier grants you a limited, non-exclusive, non-transferable non-sublicensable, revocable license to access, download, install, and use the Application within the Field of Use (defined below), pursuant to the subscription agreement entered into between you and Vernier (in each case, the “Subscription Agreement”), during the Term of these Terms of Use for the Applications (the “License”). You may not use the Application for any commercial purpose or for any unlawful or wrongful purpose. 

The Application is provided to you under the License, and not sold, to you. Nothing in the License or these Terms is intended to or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of Vernier or any third party, except as expressly provided in these Terms. Vernier reserves all rights not expressly granted herein.

By using the Application and its features, you represent and warrant that (i) any information you submit to us is truthful and accurate, (ii) you will maintain the accuracy of that information, and (iii) your use of the Application 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.

b. School Responsibility for Users

If you are a School, you agree that you: (i) are solely responsible for compliance with these Terms by your Users (ii) are solely responsible for the accuracy of your User count and the School’s account under your Subscription Agreement, and for the accuracy and legality of any and all data collected or input to the Application by the School or its Users, (iii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Application, and notify Vernier promptly of any unauthorized access or use, (iv) use the Application only in accordance with these Terms, application documentation, and all applicable law, and (v) comply with the terms of service of any third party software with which the School uses the Application. Any use of the Application in violation of the foregoing by you or your Users that in Vernier’s judgment threatens the security, integrity, or availability of the Application may result in immediate suspension of access to the Application.

c. Field of Use

You may only use the Application (and may only permit its Users to use the Application for educational and non-commercial purposes on the number of devices set forth in the Subscription Agreement (the “Field of Use”). You agree, represent, and warrant that you and your Users will not use the Application outside of the Field of Use, including, but not limited to taking any of the following actions:

1. Download, install, or use the Application on any devices on which you do not have permission to operate the Application, or on which the Application cannot be legally and rightfully operated;
2. Use the Application for commercial, industrial, medical, safety-critical, military, or weapons purposes, including, but not limited to, using the Application in, or in association with, the design, construction, maintenance, or operation of any commercial, industrial, medical, safety-critical, military or weapons process, products, service, environments, or systems;
3. Use the Application in connection with doing anything abusive, harmful, threatening, harassing, defamatory, bullying, malicious, discriminatory, deceptive, misleading, unethical, unlawful, or which violates another person’s privacy rights, or which is otherwise objectionable;
4. Modify, translate, adapt, or otherwise create derivative works or improvements of the Application;
5. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
6. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; or
7. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any unauthorized third party.

4. Use Requirements and Limitations

This section is in addition to and not in any way in lieu of the terms and conditions set forth in Vernier’s Legal Center.

a. Technical Requirements

To download and use the Application, you must have a compatible computer or handheld device, internet access (if required by the Application), and the necessary minimum specifications (“Technical Requirements”). The Technical Requirements for Apple iOS devices and Android OS devices can be found on vernier.com. Vernier may upgrade the Application from time to time to add support for new functions and services. The Application 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 the agreement with your mobile network provider will continue to apply when using the Application. Data and messaging charges may apply to your use of the Application or any text messaging or photo sharing features you use via the Application. 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 Application, it will be assumed you have received permission to use the Application from the bill payer.

b. Use Restrictions

You may not use the Application (including the Contents) for any purpose not expressly stated in these Terms, including in any way that is unlawful or might confuse or disparage Vernier. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Application 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 Application. Tampering with the Application, conducting fraudulent activities on the Application, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of access to the Application. The permissions described herein will terminate automatically if you breach any of these Terms. Any other use of the Application, including reproduction of the Content for purposes other than as noted above, without the prior written permission of Vernier, is strictly prohibited.

c. License Key Deactivation

Vernier reserves the right to deactivate, blacklist, disallow, cancel, or discontinue the use of any software license key if Vernier determines, in its sole discretion, that the key has been misused, or for the purpose of enforcing the terms of these Terms, the Subscription Agreement, the Privacy Notice, the Terms of Use, or for any other reason which Vernier, in its sole discretion, deems necessary to preserve its intellectual property and/or commercial rights. Vernier is not obligated to provide refunds, compensation, or replacement license key(s) in any such instance.

d. Updates

From time to time, we may, in our sole discretion, develop and provide updates to the Applications, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Application will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to these Terms.

5. Compliance with Applicable Laws

You agree to at all times comply with all applicable local, state, federal, and foreign laws in using the Application. Vernier makes no representation that the Application complies with legal or regulatory requirements of jurisdictions outside the United States. You acknowledge and agree that you are solely responsible for notifying Vernier if your use of the Application or any component thereof or any provision of these Terms violates any law, regulation, or rule of your locality. Use of the Application from jurisdictions where such access is illegal is prohibited. If you or any User chooses to use the Application from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws. Vernier is not responsible for any violation of law in relation to your use of the Application.

IMPORTANT NOTICE REGARDING YOUR CONSUMER RIGHTS. Nothing in these Terms is intended to or will have the effect of limiting any of your rights under the laws of your country of residence, including rights as to the quality and fitness for the purpose of the Application.

6. Security

You are strictly prohibited from violating or trying to violate the security features of the Application, 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 a virus, 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 the Applications or any use thereof. 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 Applications other than the search engine or search agent we make available on the Application. 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.

7. Intellectual Property

a. Ownership of Application and Contents

In addition to the terms and conditions listed in our Legal Center, unless otherwise expressly indicated, the Applications and the Contents are owned, controlled, or licensed by Vernier or its affiliates. The “Contents” includes, without limitation, the Applications and all of the features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, and software code (except for the FFmpeg multimedia framework used on certain Applications), as well as products, services, and related documentation of the Applications, and our Trademarks (defined in the Website Terms of Use), and other materials available on the Applications. The Contents not owned or controlled by Vernier 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 Application, except as specifically set forth herein. 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 Application as an internal or personal business resource. 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. Vernier and the other licensors of the marks on our Applications reserve all rights with respect to all Contents and all intellectual property.

b. Feedback 

You or your Users may submit comments and suggestions regarding the Application to Vernier, such as improvements, enhancements, and modifications of the Application (“Feedback”). You, on behalf of yourself, your School, and your Users, hereby assign to Vernier all right, title, and interest to all such Feedback and all property rights in the Feedback, including all copyright, patent, trade secret, trademark, and other intellectual property rights. You agree not to give Vernier any Feedback that you have reason to believe is subject to any intellectual property claim or right of any third party, or subject to license terms that seek to require Vernier to license the Application to any third party.

8. Free or Trial Subscriptions; Beta Offerings.

Vernier may, in its sole discretion, make free, trial and/or beta offerings of the Application available to you. Because free, trial, or beta offerings are different from paid subscriptions, special terms apply to them.

• Free or Trial Subscriptions; Demonstration Versions. If Vernier makes the Application, or a demonstration version of the Application, available to you on a free or trial basis, it is so that you can use the Application before purchasing a subscription to determine if the Application meets your needs. Free/trial subscriptions to the Application, and any demonstration versions, are subject in all respects to the terms of these Terms, except that Vernier may discontinue the Application or your ability to use the Application or demonstration version at any time, with or without notice to you and without further obligations to you.
• Beta Versions. Vernier may make new versions of the Application available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions of the Application are subject in all respects to the terms of these Terms, except that Vernier may discontinue the Application or your ability to use a Beta Version at any time, with or without notice to you and without further obligations to you. You agree to notify Vernier of all comments or suggestions about the Application, including without limitation any problems and ideas for improvements that come to your attention during its use of the Beta Version. By permitting you to access, download, install, or use a Beta Version, Vernier does not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information.

9. Incorporated Agreements

These Terms are in addition to, and not in lieu of, any additional, separate terms and conditions, license terms, or documentation pertaining to one or more Applications that apply to your download, installation, or use of certain Applications and are provided to you (collectively, “Agreements”). All such Agreements and Legal Center terms and conditions are incorporated herein by this reference and shall be in addition to, and not in lieu of, these Terms. These Terms do not limit or supersede terms and conditions in the Agreements or Legal Center pertaining to your use of the Applications or other Vernier products or services.

10. Third-Party Materials

The Application may comprise, include, display, link to, or otherwise access or make available third-party content (including third-party software code, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). Included in these Third-Party Materials is the Application’s use of the FFmpeg multimedia framework under the GNU Lesser General Public License (LGPL) version 2.1. You acknowledge and agree that Vernier is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Vernier does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. You acknowledge that you are responsible for obtaining all appropriate licenses for the use of any third-party operating system or application. Third-Party Materials and links thereto are provided solely as a convenience and you as a School or otherwise and your Users access and use them entirely at their own risk and subject to such third parties’ terms and conditions. 

11. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATIONS IS AT YOUR SOLE RISK. THE APPLICATIONS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITH ALL FAULTS AND DEFECTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VERNIER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS OR 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 LIMITING THE FOREGOING, VERNIER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATIONS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER PRODUCTS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-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 APPLICATIONS IS ACCURATE, COMPLETE, OR CURRENT. 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

12. Indemnification

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS VERNIER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CONTRACTORS FROM AND AGAINST ANY CLAIMS, SUITS, ACTIONS, DEMANDS, DISPUTES, ALLEGATIONS, OR INVESTIGATIONS BROUGHT BY ANY THIRD PARTY, GOVERNMENTAL AUTHORITY, OR INDUSTRY BODY, AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR ACCESS TO OR USE OF THE APPLICATIONS; (B) YOUR DATA; (C) YOUR BREACH OR ALLEGED BREACH OF ANY WARRANTIES MADE BY YOU HEREIN OR YOUR VIOLATION OF ANY AGREEMENT BETWEEN YOU AND VERNIER; OR (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. VERNIER RESERVES THE RIGHT TO ASSUME CONTROL OF THE DEFENSE OF ANY THIRD-PARTY CLAIM THAT IS SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. This Section 12 shall not apply to the extent that the laws governing a School’s jurisdiction prohibit the School from indemnifying or holding harmless Vernier. 

13. 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, YOUR SCHOOL, OR ANY OTHER PERSON RELATED TO OR ARISING OUT OF USE OF THE APPLICATIONS, 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; OR 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 APPLICATIONS. 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, WHETHER VERNIER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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 YOU OR YOUR 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 FROM OR RELATING TO THE APPLICATIONS SHALL BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU OR YOUR SCHOOL TO VERNIER FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM ARISES OR ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

14. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

You agree that any dispute between you and Vernier arising out of or relating to these Terms of Use, or any agreement referenced herein, the Applications, or any other Vernier services (collectively, “Disputes”) will be governed by the arbitration procedure set forth below. Nothing in these Terms shall be construed as a School’s waiver of governmental immunity as may be applicable under applicable law. This Section 14 shall not apply to the extent that the laws governing a School’s jurisdiction prohibit the School from entering into contracts that contain a term for binding arbitration or waiver of jury trial.

a. Informal Dispute Resolution

We want to address your concerns without the use of a formal legal case. Before filing a claim against Vernier, you agree to try to resolve the Dispute informally by contacting info@vernier.com. Vernier will contact you by email as part of a good-faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Vernier may bring a formal proceeding.

b. Arbitration Agreement

You and Vernier each agree to resolve any Disputes through final and binding arbitration. Notwithstanding the foregoing, you can decline this agreement to arbitrate by contacting Vernier at info@vernier.com within 30 days of first accepting these Terms of Use and stating that you (include your first and last name) decline this arbitration agreement. In the absence of such contact, the Arbitration Service of Portland will administer the arbitration and determine payment of fees under its rules. The arbitration will be held in Portland, Oregon, United States, or any other location we agree to. 

c. Exceptions to Agreement to Arbitrate

Either you or Vernier may assert claims, if they qualify, in small claims court in Portland, Oregon, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Applications or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

d. Class Action Waiver

You may only resolve Disputes with Vernier on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

e. Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action related to your use of the Applications must be filed within one (1) year after such claim or cause of action arose, or else the claim or cause of action will be barred forever.

f. Governing Law; Venue

If these Terms are between Vernier and a School, these Terms shall be governed by and construed in accordance with the laws of the state where the School is located and all claims relating to these Terms or use of the Applications shall be instituted exclusively in the federal and state courts of the state where School is located, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. For all other purposes, these Terms shall be governed by and construed in accordance with the laws of the United States and the State of Oregon and all claims relating to these Terms or use of the Applications shall be instituted exclusively in the federal and state courts of the State of Oregon, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. On behalf of yourself and, if applicable, your School, you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts as described in this paragraph.

15. Export Controls

You agree to comply with all applicable laws. Without limiting the foregoing, you agree to comply with all United States export laws, rules, and regulations, including but not limited to Export Administration Regulations, and applicable import laws of your locality (if you are not located in the United States), and you agree not to export the Application or any component thereof without first obtaining all required authorizations or licenses. You shall be responsible for any breach of this Section 15 by you or your Users.

16. U.S. Government Rights

The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

17. No Pledge of Credit

Notwithstanding any contrary provision in these Terms, no provision of these Terms shall be interpreted with respect to a School in a manner that would (a) pledge the credit of the state where the School is located or (b) require the payment of penalties or gratuities where prohibited by law in the jurisdiction where the School is located.

18. Entire Agreement

These Terms and the Agreements incorporated herein (together with the notices, documents, and terms and conditions referenced herein) constitute the entire agreement between the parties with respect to the subject matter hereof. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. Provisions of these Terms that by their nature should survive the termination or expiration of these Terms shall survive. 

19. Term and Termination

Unless terminated earlier in accordance with the terms of these Terms, the Term commences on the date you first download or access the Application, whichever occurs sooner, and continues until your free access expires or your subscription term expires, whichever occurs later. Upon renewal of your subscription or free access, these Terms shall automatically renew for the duration of such renewal term unless terminated earlier in accordance with the terms of these Terms.

Vernier may terminate these Terms upon 30 days’ notice to you, or at any time without notice if it ceases to support the Application, which Vernier may do in its sole discretion or if Vernier learns that you failed to comply with any of the terms and conditions of these Terms or the Subscription Agreement. In addition, these Terms will terminate immediately and automatically without any notice if you or any of your Users violate any of the terms and conditions of these Terms. Upon termination, all rights granted to you under these Terms will also terminate; and you must cease all use of the Application, cause all copies of the Application to be deleted or uninstalled from its Users’ devices, and return or destroy any accompanying documentation in its possession or control. Termination will not limit any of Vernier’s rights or remedies at law or in equity.

20. General Terms

No joint venture, partnership, employment, or agency relationship exists between you and Vernier as a result of these Terms or your use of the Applications. Vernier is owned and operated in the United States. We make no claims that the Applications. Access to the Applications may not be legal by certain persons or in certain countries. If you access the Applications from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. If any provision of these Terms is 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. 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. Vernier reserves the right (but is not required) to remove or disable your access to the Applications at any time and without notice, and at our sole discretion if we determine that your use thereof is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects our Applications or any of our services, and in response may take any action we may deem appropriate. You may not assign, delegate, or transfer these Terms, your rights or obligations hereunder, or your Applications accounts, in any way (by operation of law or otherwise) without prior written consent from Vernier. Vernier 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. Vernier reserves the right to revise these Vernier Applications Terms of Use at any time by updating this posting without prior notice. Your continued use of an Application following the posting of changes constitutes your acceptance of such changes. You are advised to visit this page periodically to determine the then-current Vernier Applications Terms of Use.