These Website 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 our Website Privacy Notice, govern your use of vernier.com, vernier.science, and other websites and online channels we own or operate (collectively, the “Website”). Any terms we use in these Terms without defining them have the definitions given to them in the Privacy Notice. Vernier may revise these Website Terms of Use at any time by updating this posting without prior notice. Your continued use of the Website following the posting of changes constitutes your acceptance of such changes.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND VERNIER.

Please note that your use of our Applications, Platform, and certain other products, services, and solutions is separately governed by the applicable terms and conditions posted to our Legal Center. 

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

1. Acceptance

PLEASE READ THESE TERMS CAREFULLY. You accept and consent to these Terms and all documents incorporated by reference by clicking to accept or agree to the Terms of Use where this option is made available in any agreement or electronic form or by simply accessing the Website. By accepting these Terms, you acknowledge that you have read and understand our Website Privacy Notice. If you do not agree to these Terms, do not access the Website. If you are accessing the Website on behalf of a school district, school, or other legal entity (in each case, a “School”), (a) you represent and warrant that you are authorized to act on behalf of the School and to bind the School to these Terms and (b) all references to “you” apply to you and to the School. If you do not agree to these Terms, you may not access the Website. 

2. Registration 

You can create an account on the Website to place orders and download Software and resources. You have the option to list your School’s mailing address in your account profile in order to fill out forms on the Website and to allow Vernier to personalize the information we show to you, such as informing you about workshops near your location.

3. Trademarks

Vernier’s trademarks and trade dress, including without limitation the Vernier trademarks listed on our Legal Center and our other names, logos, taglines, trade dress, and other trademarks (collectively, “Trademarks”) are the property of Vernier and may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Vernier. You may not use any meta tags or any other hidden text utilizing a Vernier name, Trademark, or product name without Vernier’s prior written permission. Third-party trademarks and service marks used on our Website are the property of their respective owners, and we use them with their consent. 

4. Website Contents

In addition to the terms and conditions listed in our Legal Center, unless otherwise expressly indicated, the Website Contents are owned, controlled, or licensed by Vernier or its affiliates. “Website Contents” includes, without limitation, the Website and all of its features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, and software code, as well as products, services, and related documentation, our Trademarks, and other materials available on the Website. Website Contents not owned or controlled by Vernier are the property of their respective owners. The Website 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 Website Contents is granted in connection with your use of the Website, 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 Website Contents without the prior written permission of Vernier. You may only display, download, and print in hard copy format the Website Contents for the purposes of using the Website 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 Website 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 Website reserve all rights with respect to all Contents and all intellectual property.

5. License Grant

Vernier grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website, view information contained on the Website, and interact with the Website for your own internal business or personal, non-commercial purposes, subject to these Terms. You may not use the Website for any commercial purpose (other than for transacting business with Vernier) or for any unlawful or wrongful purpose. The Website and its Contents are licensed to you, not sold. Nothing in 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 in these Terms. By using the Website and its features, you represent and warrant that (a) any information you submit to us is truthful and accurate, (b) you will maintain the accuracy of that information, and (c) your use of our Website 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.

6. Use Restrictions

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

7. Website Security

You are strictly prohibited from violating or trying to violate the security features of the Website, such as by: (a) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (b) 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; (c) attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” or (d) 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 Website or any activity being conducted on this Website. 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 Website other than the search engine and search agents that we make available on this Website 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.

8. Links to Third-Party Websites

Links from the Website to third-party websites are provided solely for your convenience. Vernier is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. The inclusion of any linked website on our Website does not imply Vernier’s approval or endorsement of the third-party website. If you click through to another website, you do so at your own risk. When you click on links that take you to external websites, you will be subject to their privacy notices and practices and not ours. Any concerns regarding any such service or resource, or hyperlink thereto, should be directed to the external website’s owner or operator.

9. Incorporated Agreements and Terms

These Terms govern and incorporate the terms and conditions set forth in our Legal Center, along with other terms and conditions as provided in the applicable license terms or documentation pertaining to a specific Solution (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 the terms or conditions in any Agreement.

10. Communications

You may receive service notifications, alerts, emails, or other communications via our online channels related to your use of the Website. You agree to the receipt of these communications to use the Website, and you will not be able to opt out from receiving these messages. Vernier may also send you marketing communications by email, mail, or other methods if you opt in to receive those messages. You can opt out of marketing communications by adjusting your communication preferences on the Website or unsubscribing from our marketing emails. 

By providing your wireless phone number, you consent to Vernier sending you informational text messages related to your use of the Website and the information you request from Vernier. The number of texts we send you will be based on your circumstances and requests. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

11. Consent to Electronic Communications

By creating a profile on the Website or typing your name into any of our electronic forms and indicating your acceptance or submission of information, you consent to (a) our communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at info@vernier.com. Agreements and transactions executed prior to this request will remain valid and enforceable. 

12. Unsolicited Submissions

Please do not send or provide any unsolicited data, reports, studies, ideas, works, materials, proposals, suggestions, content, or the like (all of the foregoing “Unsolicited Submissions”) in any form to Vernier or any of its employees or contractors. This policy is necessary to avoid potential misunderstandings or disputes that may arise if our new products or services or marketing campaigns were to appear similar to an idea submitted by you. If, despite our request that you not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, you understand and agree that the following terms will apply to your submissions: (a) your Unsolicited Submissions and their contents will automatically become the property of Vernier, without any compensation to you; (b) there is no obligation for Vernier to review, consider, or otherwise use the Unsolicited Submissions; (c) Vernier may use or redistribute the Unsolicited Submissions and their contents for any purpose and in any way; and (d) there is no obligation to keep any submissions confidential.

13. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE 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 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 WEBSITE 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 WEBSITE 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 (A) YOUR ACCESS TO OR USE OF THE WEBSITE; (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 14 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 WEBSITE, 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 WEBSITE. 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 WEBSITE SHALL BE LIMITED TO A MAXIMUM OF ONE HUNDRED DOLLARS ($100). 

16. 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 Website, 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.

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 Website 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 Website 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 Website 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 Website 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. 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. 

18. 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 Vernier’s Website, Software or Content. Vernier is owned and operated in the United States. We make no claims that the Website. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website 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 Website 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 Website 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 Website 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.

19. Termination

These Terms will remain in effect while you use the Website. To terminate these Terms, you must discontinue all use of the Website. Vernier may terminate these Terms immediately without notice or penalty if we determine that you have breached these Terms or for any other reason in Vernier’s sole discretion. Upon termination of these Terms (a) the rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Website; and (c) Vernier may delete any data related to your use of the Website and/or any Solution. We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.