These Vernier Connections® Terms of Use (“Terms”) are a binding contract between you and Vernier Software & Technology, Inc. dba Vernier Science Education and its affiliates, corporate parent(s), and subsidiaries (collectively, “Vernier,” “us,” “our,” or “we”). These Terms, together with our Vernier Connections® Privacy Notice, govern your use of Vernier’s web-based platform Vernier Connections® (the “Platform”). THESE TERMS INCLUDE A CLASS ACTION WAIVER AND ARBITRATION PROVISION THAT GOVERNS DISPUTES BETWEEN YOU AND VERNIER RELATED TO THE PLATFORM.

Questions? We are available to help you with your questions about the Platform. 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 accessing or using the Platform 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 accessing or using the Platform 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 or any of your Users access or use the Platform. If you do not agree to these Terms, do not use the Platform in any manner. 

2. User Access

Students, instructors, and other end users who access the Platform through your subscription (“Users”) may only access the Platform through the User’s account on the School’s learning management system (“LMS”). By permitting your Users to access or use the Platform, you (i) acknowledge that you have read and agree to the Vernier Connections® Privacy Notice, (ii) consent to all actions taken by Vernier with respect to the School’s and its Users’ Personal Information in compliance with such Privacy Notice, (iii) represent and warrant that any information you submit to us is truthful and accurate and you will maintain the accuracy of that information, and (iv) 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 Privacy Notice, or your policies or guidelines.

Additionally, you agree to: (a) these Terms in their entirety; (b) be responsible for compliance with these Terms in all respects by each of your Users; (c) be responsible for the accuracy and legality of any data or other content input to the Platform by your Users; and (d) use the Platform only in accordance with these Terms and applicable law. You agree to these Terms on behalf of yourself, both individually and on behalf of your School, and your Users. Any use of the Platform in violation of the foregoing by you or your Users will be considered a material breach of these Terms.

3. Student Privacy

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 the Platform 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 educators.

Users access the Platform through the School’s LMS. By integrating the Platform into its LMS, the School consents to the Privacy Notice on behalf of its students, instructors, and other end users, and the School is responsible for determining and obtaining any additional consent for students, including parental consent, that may be required under FERPA, COPPA, or other applicable privacy laws. The School, not Vernier, is responsible for obtaining any legally required User or parent or guardian consent to use the Platform. 

4. 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 and use the Platform within the Field of Use (defined below), pursuant to the terms and conditions of your subscription to the Platform as set forth in these Terms (the “License”). You may not use the Platform for any commercial purpose (other than for transacting business with Vernier) or for any unlawful or wrongful purpose. The Platform 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.

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, and the accuracy and legality of any data, including Personal Information, which is input to the Platform by any and all Users associated with the School, (iii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify Vernier promptly of any unauthorized access or use, (iv) use the Platform only in accordance with these Terms, Platform documentation, and all applicable law, and (v) comply with the terms of service of any third party software with which the School uses the Platform. Any use of the Platform in violation of the foregoing by you or your Users that in Vernier’s judgment threatens the security, integrity, or availability of the Platform may result in immediate suspension of access to the Platform.

c. Field of Use

You may only use the Platform (and may only permit its Users to use the Platform 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 Platform outside of the Field of Use, including, but not limited to taking any of the following actions:

1. Access or use the Platform on any devices on which you do not have permission to operate the Platform, or on which the Platform cannot be legally and rightfully operated;
2. Use the Platform for commercial, industrial, medical, safety-critical, military, or weapons purposes, including, but not limited to, using the Platform in, or in association with, the design, construction, maintenance, or operation of any commercial, industrial, medical, safety-critical, military or weapons process, products, services, environments, or systems;
3. Use the Platform 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 Platform;
5. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform;
6. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof; or
7. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any unauthorized third party.

5. Subscription and Payment

a. Your Subscription

Your purchase of access to and use of the Platform for your School and Users is available on an annual subscription basis at the seat count level selected by you when you subscribe. Your subscription begins on the date you subscribe to Platform access and continues for twelve (12) months unless a different subscription term is agreed to in writing between you and Vernier (“Subscription Term”). Your subscription does not automatically renew at the end of the Subscription Term. Delivery of your subscription occurs when Vernier makes the Platform available to you via your LMS, login credentials, or other access key (“Delivery”). Vernier may accept or decline your subscription for any reason until the date of Delivery, after which your subscription is non-cancellable during your Subscription Term. Seat count upgrades or downgrades may be available to you during your Subscription Term upon your request and subject to approval by Vernier. 

b. Fees

You agree to pay the fees associated with your subscription and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the School address you list when you subscribe. You are required to pay the subscription fees for the Subscription Term in full upon Delivery. Fees for renewal Subscription Terms are due at the time of renewal. Invoices and receipts will be delivered to the email address associated with your account. It is your responsibility to maintain a valid and up-to-date email address on your account. All fees are quoted in United States dollars. 

c. Payment

You hereby expressly authorize Vernier to charge your payment method upon each subscription and renewal period for the fees due hereunder, along with any sales and use taxes and any late fees or interest (as described below). If you arrange to make payments by check and you do not pay your invoice within 28 days from the invoice due date, we will charge your payment method for the outstanding balance past due. You represent and warrant that the payment information you provide to Vernier is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. 

If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Platform. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. The provisions of this Section 6 shall not apply if and to the extent prohibited by the laws governing the School’s jurisdiction.

6. 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 access and use the Platform, you must have a compatible computer or handheld device, internet access, and the necessary minimum specifications posted to vernier.com (“Technical Requirements”). The Platform may request certain privacy permissions from time to time. You acknowledge that the terms of the agreement with your mobile network provider will continue to apply when using the Platform. Data and messaging charges may apply to your use of the Platform on a mobile device. You may also incur third-party charges. You accept responsibility for any such charges that arise. If you are not the billpayer for the device being used to access the Platform, it will be assumed you have received permission to use the Platform from the billpayer.

b. Use Restrictions

You may not use the Platform 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 Platform or any portion of it 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 Platform. Tampering with the Platform, conducting fraudulent activities on the Platform, and all other illegal activities are prohibited and may subject a User to legal action and/or termination of access to the Platform. The permissions described in this Section 6 will terminate automatically if you breach any of these Terms. Any other use of the Platform, including reproduction of the Content for purposes other than as noted above, without the prior written permission of Vernier, is strictly prohibited.

Vernier reserves the right to suspend or terminate your access to the Platform if Vernier determines, in our sole discretion, that you or one of your Users has misused the Platform, for the purpose of enforcing the terms of these Terms, or for any other reason which Vernier, in our sole discretion, deems necessary to preserve our intellectual property and/or commercial rights. Vernier is not obligated to provide refunds, compensation, or replacement license key(s) in any such instance.

c. Updates

Vernier may choose to develop and provide updates to the Platform, which may include upgrades, bug fixes, patches, other error corrections, or new features (“Updates”), at a schedule determined by Vernier in our sole discretion. 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. Platform updates may occur automatically, or you may be prompted to update your Platform access. You agree to promptly complete all Updates and you acknowledge and agree that our Platform 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 Platform and be subject to these Terms.

7. Compliance with Applicable Laws

You agree to at all times comply with all applicable local, state, federal, and foreign laws in using the Platform. Vernier makes no representation that the Platform 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 Platform or any component thereof or any provision of these Terms violates any law, regulation, or rule of your locality. Use of the Platform from jurisdictions where such access is illegal is prohibited. If you or any User chooses to use the Platform 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 Platform.

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 Platform.

8. Security

You are strictly prohibited from violating or trying to violate the security features of the Platform, such as by:

• Accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
• Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing.
• Attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.”
• Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of this Site or any activity being conducted on this Site. You further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents that we make available on this Site and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

9. Intellectual Property

a. Ownership of Platform and Contents

In addition to the terms and conditions listed in our Legal Center, unless otherwise expressly indicated, the Platform is owned, controlled, or licensed by Vernier or its affiliates. The Platform includes, without limitation, the Platform 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, as applicable), as well as products, services, and related documentation of the Platform, and our Trademarks (defined in the Website Terms of Use), and other materials available on the Platform. Components of the Platform not owned or controlled by Vernier are the property of their respective owners. The Platform is protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary rights laws and international conventions. No license to or regarding any of the Platform is granted in connection with your use of the Platform, 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 component of the Platform without the prior written permission of Vernier. You may only display, download, and print in hard copy format components of the Platform for the purposes of using the Platform as an internal or personal business resource. Only a duly authorized officer of Vernier may grant permission or a license to use the Platform or any component thereof; 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 Platform reserve all rights with respect to the Platform and all intellectual property.

b. Feedback

You or your Users may submit comments and suggestions regarding the Platform to Vernier, such as improvements, enhancements, and modifications of the Platform (“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 Platform to any third party.

c. Reports

Vernier may, from time to time, use non-personal data collected through the Platform to generate reports and studies. Vernier uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of Vernier. You hereby assign any rights you may have to such reports, studies, and all data contained therein to Vernier in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All non-personal data we collect will be treated as nonconfidential and nonproprietary. Vernier shall be under no obligation of any kind with respect to such non-personal data and shall be free to reproduce, make derivative works from, use, disclose, and distribute the reports to others without limitation. Additionally, Vernier may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information.

10. Free or Trial Subscriptions; Beta Versions

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

1. Free or Trial Subscriptions; Demonstration Versions. If Vernier makes the Platform, or a demonstration version of the Platform, available to you on a free or trial basis, it is so that you can use the Platform before purchasing a subscription to determine if the Platform meets your needs. Free/trial subscriptions to the Platform, and any demonstration versions, are subject in all respects to the terms of these Terms, except that Vernier may discontinue the Platform or your ability to use the Platform or demonstration version at any time, with or without notice to you and without further obligations to you.
2. Beta Versions. Vernier may make new versions of the Platform available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions of the Platform are subject in all respects to the terms of these Terms, except that Vernier may discontinue the Platform 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 Beta Version, 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 or use a Beta Version, Vernier does not grant any additional rights to you under any copyrights, patents, trademarks, or trade secret information.

11. Incorporated Agreements

Vernier may provide you with additional notices, documentation, or terms and conditions applicable to your access to or use of the Platform (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 Platform or other Vernier products or services.

12. Third-Party Materials

The Platform may comprise, include, display, link to, or otherwise access or make available third-party content (including third-party software code, data, information, application, 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 FFmpeg multimedia framework under the GNU Lesser General Public License (LGPL) version 2.1, as applicable. 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. 

13. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS 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 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 PLATFORM 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. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THE PLATFORM 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. 

14. 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 (I) YOUR ACCESS TO OR USE OF THE PLATFORM; (II) YOUR DATA; (III) YOUR BREACH OR ALLEGED BREACH OF ANY WARRANTIES MADE BY YOU HEREIN OR YOUR VIOLATION OF ANY AGREEMENT BETWEEN YOU AND VERNIER; OR (IV) 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.

15. 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 PLATFORM, 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 PLATFORM. 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 PLATFORM SHALL BE LIMITED TO THE FEES PAID BY YOU TO VERNIER FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM ARISES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

16. Dispute Resolution

PLEASE READ THIS 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 VERNIER. 

You agree that any dispute between you and Vernier arising out of or relating to these Terms or any agreement referenced herein, the Platform, 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. The provisions of this Section 16 shall not apply if and to the extent prohibited by the laws governing the School’s jurisdiction. 

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 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 United States city where you live or work. 

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 Platform 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 Platform 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 Platform 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 Platform 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.

17. 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 Platform 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.

18. U.S. Government Rights

The Platform 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 Platform 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.

19. 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 so as 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. 

20. Term and Termination

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

Vernier may terminate these Terms upon thirty days’ notice to you, or at any time without notice if it ceases to support the Platform, 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 Platform, cause all copies of the Platform 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.

21. 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 Platform. Vernier is owned and operated in the United States.  Vernier makes no claims that the Platform is lawful in any other jurisdiction. If you access the Platform 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 Platform 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 Platform 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 Platform 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 Platform Terms of Use at any time by updating this posting without prior notice. Your continued use of the Platform following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then-current Platform Terms of Use.