These Terms of Use (“Terms” or “Terms of Use”) constitute an agreement between you (“you” or the “user”) and Vertical Inspections. (“Vertical Inspections,” “we,” “us” or “our”).  This website and our application (collectively, the “Site”) are owned and operated by Vertical Inspections.  Through the Site, you may have access to a variety of resources and content including, but not limited to: (a) digital representations of materials, web pages, data, messages, text, images, logos, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers and product data sheets (“Materials”); (b) software and software as a service offerings (“Software”); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can access or make available Content (as defined below) (“Interactive Services”).  The Materials, Software and Interactive Services provided through or on the Site are collectively referred to as “Content”.  Access and use of the Site and Content are provided by Vertical Inspections to you on condition that you accept these Terms of Use.  By accessing or using the Site or Content, you signify that you have read, understand, and agree to be bound by these Terms of Use.  If you do not agree to accept these Terms of Use, you may not access or use the Site or Content.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, AND UNLESS YOU OPT-OUT AS SET FORTH IN THAT SAME SECTION, BY ACCESSING OR USING THE SITE OR CONTENT YOU AGREE THAT DISPUTES BETWEEN YOU AND Vertical Inspections WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

We reserve the right at any time to change: (i) the terms and conditions of these Terms of Use; (ii) the Site and Content, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through the Site or the hours that they are available; (iii) any fees or charges, if any, related to the access or use of the Site or Content; and (iv) the equipment, hardware or software required to use and access the Site and Content.

Any changes we make to these Terms of Use will be effective immediately upon posting on the Site.  Please return to the Site periodically to ensure you are familiar with the most current version of these Terms of Use.

1. YOU AGREE TO OUR PRIVACY POLICY

Vertical Inspections has made a commitment to protecting the privacy of those who access or use the Site or Content.  Please review our Privacy Policy, which is incorporated by reference in these Terms of Use.  By accessing or using the Site or Content, you are consenting to and agreeing to be bound by the Privacy Policy.

When you access or use the Site or Content, you consent to receive communications from us electronically via the Site, email, or otherwise.  You agree to provide accurate, current, and complete information about yourself when you access or use the Site or Content and to update such information while you continue to access or use the Site or Content.

To the extent permitted by law, Vertical Inspections reserves the right to automatically process your personal information using technologies that use machine learning and/or artificial intelligence.  You further acknowledge that by using certain aspects of the Site or Content, you may be interacting with functions that involve the use of machine learning or artificial intelligence. 

2. USE OF THIS SITE

If you access the Site or Content from outside of the United States, you do so at your own risk and are responsible for compliance with local, national, or international laws.  In particular, you understand that this Site, Content, or both may not be available in all countries and that you are responsible for ensuring that it is lawful for you to access and use the Site and Content in your location.

Some countries may have laws that forbid participating in the activities we offer on the Site.  These restrictions might include a minimum age for using the Internet or entering into contracts like these Terms of Use.  You are responsible for making sure you can access and use the Site and Content in the location you reside in.  Continuing to access or use the Site or Content represents and warrants to us that you have verified that you are permitted to access and use the Site and Content in your jurisdiction.

3. SPECIFIC CONTENT AND AREAS OF THE SITE

Certain areas and functionalities of the Site or Content have additional rules, guidelines, subscription agreements, license agreements, user agreements or other terms and conditions, including any services plans, ordering documents and exhibits that apply to your access or use of such area of the Site or Content (including terms and conditions applicable to a corporation or other organization and its users) (collectively, “Additional Terms”).  These Additional Terms are hereby incorporated into these Terms by this reference.  If there is a conflict or inconsistency between these Terms of Use and any Additional Terms applicable to a specific area of the Site or Content, the Additional Terms shall have precedence with respect to your access and use of that area of the Site or Content.  

In the event that Software is provided on or through the Site and is not licensed for your use through Additional Terms specific to such Software, you agree that such Software: (a) may only be used for your personal use; (b) may not be modified or altered in any way; and (c) may not be redistributed.

Vertical Inspections may make certain Materials available to you on the Site from time to time.  If you download, access or use any Materials, you agree that such Materials: (i) may only be used for your personal use; (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without Vertical Inspections’s prior written permission; (iii) shall not be submitted to, processed by, or otherwise fed into any artificial intelligence or automated processing software; and (iv) shall only be used in compliance with any Additional Terms accompanying such Materials. 

Interactive Services offered through the Site are provided to you by Vertical Inspections solely for your  convenience.  Vertical Inspections is not obligated to provide any technical support for, or participate in, Interactive Services.  Any information regarding Vertical Inspections products or services, including information from Vertical Inspections affiliates, are not an official customer support channel for Vertical Inspections.  If you access or use any Interactive Services through the Site, you agree that such Interactive Services: (i) may only be used for your personal use; (b) Content provided on or through Interactive Services may not be redistributed or used in violation, or with the purpose to violate these Terms of Use; and (c) personal data about other users may not be stored or collected except where expressly authorized by Vertical Inspections.

4. ELIGIBILITY

You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Site or Content; and (c) have full power and authority to enter into these Terms, and in doing so will not violate any other agreement to which you are a party.

5. YOUR ACCOUNT

In order to access and use certain areas and functionalities of the Site and Content, you may need to sign up for, open and maintain an account (your “Account”) with us.  Prior to completing the signup process for your Account, you may be required to confirm your acceptance of these Terms and/or Additional Terms.  If you do not agree to such Additional Terms and/or these Terms of Use, you may not sign up for an Account and you shall not have the right to access or use such areas of the Site and Content.  

WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR ANY UNAUTHORIZED USE OF YOUR ACCOUNT FOR WHICH WE ARE NOT RESPONSIBLE.

Any conduct that in our sole discretion restricts or inhibits anyone else from using or enjoying the Site or Content will not be permitted.  We reserve the right in our sole discretion to remove or edit any content and to terminate your Account for any reason.

If you wish to delete your Account, you can do so at any time, but you will still be bound by your obligations under these Terms.

6. MOBILE DEVICES 

If you use a mobile device to access the Site or Content optimized for mobile viewing, or use a mobile application, the following additional terms and conditions also apply.  

You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage, or other service changes made by your mobile service provider or otherwise.  You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site or Content.  All such charges are billed by and payable to your mobile service provider.  Please contact your participating mobile service provider for pricing plans, participation status and details.  

7. ELECTRONIC MESSAGES

By accessing or using the Site or Content, signing up for services through the Site, creating an Account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) us communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations from us (collectively, “Records”) electronically; and (iii) 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 [email protected].  Agreements and transactions executed prior to this request will remain valid and enforceable.

8. USER CONTENT

You are solely responsible for the content and information (collectively referred to as “User Content”) that you post or upload on the Site including feedback, comments or questions.  By submitting User Content to the Site, you automatically grant Vertical Inspections the royalty-free, perpetual, worldwide, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties.  

User Content uploaded or otherwise communicated on the Site shall comply with all applicable law and regulations and any applicable third party agreements, which you are responsible for knowing and understanding.  All User Content will comply with Section 9 (Code of Conduct).

User Content submitted by you will be considered non-confidential and Vertical Inspections is under no obligation to treat such User Content as proprietary information.  Without limiting the foregoing, you agree that we may access, preserve and disclose your Account and any User Content posted, uploaded, received or otherwise communicated if required to do so by law or with the good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with an enforceable subpoena or other legal process; (ii) enforce these Terms; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service or allow you to access or use the Site or Content in the future; or (v) protect the rights, property or personal safety of Vertical Inspections or its members, employees, agents, affiliates, partners, communities or any other person.

You understand and agree that we, without any obligation to do so, may monitor or review any User Content you post, upload or otherwise communicate through the Site or Content.  We reserve the right to remove any such User Content, in whole or in part, at our sole discretion, that violates these Terms, is likely to harm our reputation, is deemed inappropriate or otherwise poses a risk of harm to any other person.  We reserve the right to deactivate your Account or otherwise prevent your access or use of the Site or Content at any time and for any reason.

Please note that we do not make any representations, warranties or guarantees that: (i) the Site, Content, or any portion thereof, will be monitored (e.g., for accuracy or unacceptable use); (ii) apparent statements of fact will be authenticated; or (iii) we will take any specific action (or any action at all) in the event of a challenge or dispute regarding compliance or non-compliance with these Terms of Use.  We generally do not pre-screen any communications, content or other materials before it is posted, uploaded, transmitted, sent or otherwise made available on the Site or through the Content by you or other users, so you may be exposed to certain communications, content or other materials that is opinionated, offensive, inappropriate, and/or violates these Terms of Use.

9. CODE OF CONDUCT

You are prohibited from posting or otherwise communicating to us, or any other user: 

(a) any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, defamatory, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity); 

(b) any violent, vulgar, obscene, pornographic, or otherwise sexually explicit material; 

(c) material that harms or reasonably can be expected to harm any person or entity; infringes on any right of a third party including (i) copyright, patent, trademark, trade secret or other proprietary or contractual rights, (ii) rights of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) personality or publicity; or (iii) any confidentiality obligation;

(d) material that is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, harassment, theft, or conspiracy to commit any criminal activity;

(e) anything that (i) does not generally pertain to the designated topic or theme of the Site or the Content; (ii) violates any specific restrictions applicable to the Site or Content, including age restrictions and procedures; or (iii) is antisocial, disruptive, or destructive, including anything that can be construed as “spamming,” “flooding,” or “trolling,” as those terms are commonly understood and used on the Internet; or 

(f) anything that: (i) expresses or implies that any statements you make or actions you take are endorsed by us; (ii) impersonates another person (including celebrities); (iii) indicates that you are a Vertical Inspections employee or representative of Vertical Inspections; or (iv) attempts to mislead users by indicating that you represent Vertical Inspections or any of Vertical Inspections’s partners or affiliates.

10. INTELLECTUAL PROPERTY 

The Site, Content, any other materials or information downloaded, and all intellectual property pertaining to or contained on the Site (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by Vertical Inspections or third parties; all rights, title, and interest will remain the property of Vertical Inspections and/or such third-party owner, as applicable.  All Content is protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws.

You are authorized to view and retain a copy of pages of the Site only for your own personal, non-commercial use.  You may also view and make copies of relevant documents, pages, images, or other materials on the Site for the purpose of transacting business with us.  You may not tokenize copies of the pages of the Site or any other content on the Site.  You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, or in any way distribute or exploit the Site or Content, or any portion of the Site or Content, for any public or commercial use, without our prior express written consent.  Additionally, you agree that you: (a) will not remove or alter any author, trademark, other proprietary notice, or legend displayed on the Site (or printed pages produced from the Site), and (b) will not make any other modifications to any documents obtained from the Site other than in connection with completing information required to transact business with Vertical Inspections.

11. INTELLECTUAL PROPERTY INFRINGEMENT

Vertical Inspections respects the intellectual property rights of others, and we ask you to do the same.  Vertical Inspections may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site and Content to users who infringe the intellectual property rights of others.  If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Site and/or Content, please provide Vertical Inspections’s designated agent the following information:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Identification of the copyrighted and/or trademarked work claimed to have been infringed, or if multiple works at a single online location are covered by a single notification, a representative list of such works at that location.

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Vertical Inspections to locate the material.

(d) Information reasonably sufficient to permit Vertical Inspections to contact you as the complaining party, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted.

(e) A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Vertical Inspections’s agent for notice of claims of copyright or trademark infringement can be reached [email protected].  

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We will notify you that we have removed or disabled access to copyright-protected material that you provided if such removal is pursuant to a valid Digital Millennium Copyright Act, 17 USC Section 512 et seq. (“DMCA”) take-down notice that we have received.  If you receive such notice from us, you may provide us with a counter-notification, in writing, to Vertical Inspections’s designated agent that includes all of the following information:

(a) Your physical or electronic signature;

(b) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

(c) A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

(d) Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Vertical Inspections may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

12. TERMINATION OF REPEAT INFRINGERS

Vertical Inspections maintains a “three strike” repeat infringer policy.  Accordingly, Vertical Inspections shall terminate the account or access of any User of the Site whose account has had materials removed pursuant to compliant DMCA takedown notices or other infringement notifications (which are not otherwise restored through a DMCA counter-notification) on three or more occasions.  For clarity, a “strike” constitutes a set of one or more concurrently sent DMCA takedown notices regarding a User’s content.  Vertical Inspections reserves the right, at its sole discretion, to terminate the account or access of any user of the Site who is the subject of DMCA or other infringement notifications.

13. AVAILABILITY

We cannot and do not promise that the Site or Content will be uninterrupted, secure, or error-free.  We reserve the right to interrupt/suspend this Site or Content, or any part thereof, with or without prior notice for any reason.  

14. ACCESS TO THE INTERNET

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use the Site and or Content, and you shall be solely responsible for all charges and fees related thereto.

Please note that the Internet is not a fully secure medium and any communication may be lost, intercepted or altered.  Vertical Inspections is not liable for any damages related to communications to, or from, this Site or Content.

15. CURRENCY OF SITE

Vertical Inspections cannot and does not guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Site and or Content.  We have the right, but not the obligation, to correct any errors, inaccuracies or omissions and to change or update the Site or Content at any time, without prior notice to you.

16. LINKS TO OTHER SITES AND SERVICES

This Site or Content may contain links to outside services and resources, the availability and content of which Vertical Inspections does not control.  The inclusion of these links does not imply that Vertical Inspections monitors or endorses these sites.  We are not responsible for examining or evaluating, and we do not warrant the offering of these services and resources or the content of these websites.  We do not assume any responsibility or liability for the actions, products, and content of these and any other websites.  Any concerns regarding any such services or resources should be directed to the service or resource.

17. SECURITY

Vertical Inspections makes no warranty whatsoever to you, express or implied, regarding the security of the Site or Content, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Site or Content.  Vertical Inspections is not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access.  You are required to notify us of any unauthorized use of the Site or Content by using the contact information in the “Contact Information” section below.

Due to technical difficulties with the Internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Site or Content provided on or through the Site.  Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Site or Content provided on or through the Site.  Vertical Inspections recommends that you install appropriate anti-virus or other protective software.

Vertical Inspections SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SOFTWARE, COMPUTER VIRUSES OR OTHER DESTRUCTIVE, HARMFUL OR DISRUPTIVE FILES OR PROGRAMS THAT MAY INFECT OR OTHERWISE IMPACT YOUR USE OF YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE SITE OR CONTENT OR YOUR DOWNLOADING OF ANY CONTENT. 

18. SEVERABILITY/NO WAIVER

If any provision of these Terms of Use is found to be unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.  Vertical Inspections’s failure to enforce the strict performance of any provision of these Terms or Additional Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

Sections 17 (Security), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 22 (Termination), and 23 (Arbitration Provision and Class Action Waiver) will survive any termination or expiry of these Terms of Use.

19. DISCLAIMERS

Spectora offers certain services to inspectors on a subscription-basis (such users, the “Inspectors”) for their internal business use.  If you are a customer of an Inspector, you are solely responsible for your agreements and relationships with Inspectors.  You acknowledge that Spectora is neither an inspector nor is in the business of providing inspections.  Spectora is not responsible in any way for the provision of inspections or any other services offered by Inspectors.  Spectora merely operates the Site and provides services that may aid Inspectors in performing inspections and interacting with their customers. 

INSPECTORS ARE NOT INDEPENDENT CONTRACTORS, EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF SPECTORA. SPECTORA DOES NOT EMPLOY INDIVIDUALS TO PERFORM INSPECTIONS.  YOU HEREBY ACKNOWLEDGE THAT SPECTORA DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR INSPECTORS’ PERSONAL WORK OR INSPECTIONS, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK AND INSPECTIONS PERFORMED BY INSPECTORS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

THE SITE AND CONTENT ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  SPECTORA DOES NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL MEET YOUR REQUIREMENTS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPECTORA, OR THROUGH THE SITE OR CONTENT SHALL CREATE ANY WARRANTY REGARDING THE SITE OR CONTENT NOT EXPRESSLY STATED IN THESE TERMS.  YOUR USE OF THE SITE AND CONTENT IS SOLELY AT YOUR OWN RISK.  YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SITE AND CONTENT MAY BE PROVIDED BY SPECTORA FROM TIME TO TIME.  

These Terms were written in English (US).  Any translated version is provided solely for your convenience using third party translation services such as Google Translate.  You understand and agree that Spectora in no way controls or is responsible for any third-party product or service accessed through the Site.  

WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OF TRANSLATIONS OF THE SITE OR CONTENT.  PLEASE SEEK INDEPENDENT TRANSLATION SERVICES TO VERIFY ANY INFORMATION ON WHICH YOU RELY.  NOTHING STATED, POSTED, OR AVAILABLE THROUGH THE SITE OR CONTENT IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, AN OFFICIAL AND VERIFIED TRANSLATION.  

WE DO NOT WARRANT THAT THE SITE, CONTENT AND THE SITES SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT.  IF YOUR ACCESS OR USE OF THE SITE OR CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

Please note that some jurisdictions do not allow the disclaimer of certain representations or warranties, so the disclaimer in this Section 19 will apply to you to the extent permitted by applicable law.

20. LIMITATION OF LIABILITY

YOU AGREE THAT NONE OF THE PROTECTED PARTIES (AS DEFINED BELOW) SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR ACCESS AND USE OF THE SITE AND/OR CONTENT.  YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR ACCESS OR USE OF THE SITE AND/OR CONTENT.

NOTWITHSTANDING THE FOREGOING PARAGRAPH AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, FOR ANY CLAIM, COST, DAMAGE, OR LOSS ARISING OUT OF OR RELATING TO THE SITE AND/OR CONTENT, INCLUDING FOR ANY WARRANTIES THAT MAY NOT BE EXCLUDED, SHALL NOT EXCEED $10.00 (TEN DOLLARS) (USD) (THE “LIABILITY CAP”).  SPECTORA AND YOU AGREE THAT THE LIABILITY CAP SHALL INCLUDE ALL FORMS OF DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages.  In such jurisdictions, our liability is limited to the greatest extent permitted by law.

21. INDEMNIFICATION

You will defend, indemnify, and hold Vertical Inspections, each third-party service provider, their respective affiliates, subsidiaries, and parent companies, and their respective officers, directors, employees, agents, information providers, and partners (collectively, the “Protected Parties”) harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to (a) your conduct with respect to the Site or Content and/or (b) any violation (or alleged violation) of these Terms by you or any other person accessing the Site or Content on your behalf.  Under no circumstance will Vertical Inspections be liable for damages of any kind that result from your use of, or the inability to use, the Sites or Content.  

Please note that some jurisdictions limit the extent to which a party may indemnify another.  As such, this provision will apply to you to the extent permitted by applicable law.

22. TERMINATION

You acknowledge and agree (i) that Spectora may, in its sole discretion, discontinue providing or limited use and/or access to the Site and Content in whole or in part at any time and without notice, and (ii) that Spectora shall not, in any event, be responsible to you or any third party in any way should you be unable to access or use the Site and/or Content at any time or from time to time.  We may terminate these Terms of Use for convenience with no notice to you.

Upon termination of these Terms of Use, you shall immediately cease and desist from all use of this Site and Content.

23. ARBITRATION PROVISION AND CLASS ACTION WAIVER

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF USE.

Agreement to Arbitrate.  Except as otherwise explicitly provided in this Arbitration Provision, Vertical Inspections, together with its parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Transaction Parties”) and you can elect to resolve any past, present, or future dispute or claim (“Dispute”) arising from or relating in any way to (i) the use of the Site or Content, (ii) these Terms of Use, or (iii) the relationship between you and any Transaction Party in connection with any of the foregoing that cannot be resolved directly between you and a Transaction Party, by binding arbitration under the Consumer Arbitration Rules (“the Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court.  (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with the use of the Site and the Content or any of the foregoing on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in the same proceeding or a related proceeding.) 

“Dispute” Defined.  Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims which arose before the date of your use of the Site, including, but not limited to, any dispute or claim arising before the date you accessed the Site or the Content or agreed to these Terms of Use and any dispute or claim relating to (by way of example and not limitation): (i) the use, denial, or termination of the Site and/or the events leading up thereto; (ii) any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Transaction Party; (iii) any product or service provided by or through a Transaction Party or third parties in connection with the use of the Site or the relationship between you and a Transaction Party and any associated fees; (iv) a Transaction Party’s use or failure to protect any personal information you give a Transaction Party in connection with the use of the Site or your relationship with the Transaction Party; (v) enforcement of any and all of the obligations a party may have to another party in connection with the use of the Site or agreement governing the same; or (viii) compliance with applicable laws and/or regulations.

Exceptions to “Dispute.”  Notwithstanding any of the foregoing: (i) disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about these Terms of Use or your agreements governing the use of the Site or with Transaction Parties as a whole are for an arbitrator and not a court to decide; (ii) any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision; and (iii) any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected.  Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

Governing Law.  The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision.  There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms of Use and any agreement governing the use of the Site and the Content.  The arbitrator shall apply applicable statutes of limitations and honor privilege rules.  Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction.  No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

JURY TRIAL WAIVER. YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.