Articles

TERMS OF USE

In consideration of VectorNav Technologies, LLC (“VectorNav,” “we,” “us” or “our”) providing you (which term, as used herein, includes you personally and, if you are using this website on behalf of the company or organization on whose behalf we grant you access, such company and organization) access our Internet website, www.vectornav.com (the “Site”), and the information, documents, reports, data, features, functionalities and software that may be offered to you through the Site and the other materials on the Site (collectively, and as such may be revised from time to time by us, the “Content”), you hereby agree to the following terms and conditions (the “Terms of Use”):

GENERAL
www.vectornav.com is owned and operated by VectorNav Technologies, LLC.
Please contact our Sales or Support departments for instructions or questions on how to resolve problems with orders, questions regarding products featured on the Site and any other customer service issues.  Notwithstanding anything to the contrary, becoming a customer does not entitle you to any benefits or rights, unless expressly agreed by us in writing signed by an authorized officer of VectorNav.

PROPERTY RIGHTS IN THE SITE AND CONTENT; INFORMATIONAL PURPOSES AND COMPLIANCE WITH LAW

The Site and the Content are our property and are protected by applicable copyright, patent, trademark and other intellectual property laws.  Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit the Site or the Content in any manner (including electronic, print or other media now known or hereafter developed) without our written consent.  Use of the Site or the Content in violation of these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party is prohibited.  You agree not to use the Site or the Content for any unlawful purposes and comply with any and all requests from us to protect our respective rights in the Site and the Content.  You may use the Site and the Content only for your personal use.  You may download the Content to your computer and print out a hard copy for your reference and internal use and display, but you will not remove any copyright or other notices contained in the Content.  We expressly prohibit the use of devices (including software) designed to provide repeated automated access to the Site and the Content for any commercial purpose except for those expressly authorized by us.  We reserve the right to take any and all measures necessary to prevent such access, including denial or termination of your access to the Site.  If you have any questions about any materials posted on the Site, we urge you contact a VectorNav representative.

HYPERLINKS

In the event you use the Site or the links included on the Site to gain access to any World Wide Web site or any Internet location or a source of information of any company, organization or person other than VectorNav, you acknowledge that such other sites, locations and sources are not under our control and agree that we will not be responsible for any content or links found at any such site, location or source, for your use of such information, or for any such sites, locations or sources use of any information you submit to them.  We provide such links only as a convenience to you, and have not tested any software or verified any content found at such sites, locations or sources.  The fact that we have provided a link to any non-VectorNav site, location or source does not signify our endorsement of the site or its contents.  There are inherent risks in the use of any software and/or content found on the Internet, and you acknowledge that you understand these risks.

NO OBLIGATION TO KEEP INFORMATION CURRENT

We are not under any obligation to update the Content to reflect circumstances that may occur after its initial publication date.  Due to legal restrictions or other reasons, we may not update any Content including to take into account material changes or new information.

NON-VECTORNAV CONTENT; PRODUCTS AND SERVICES MENTIONED ON THE SITE
We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by anyone other than authorized VectorNav employee spokespersons while acting in their official capacities.  We do not review and assume no responsibility for any content received from, or created by, any third parties.  Furthermore, we do not review and assume no responsibility for any products or services mentioned on the Site, whether provided by VectorNav, affiliated companies or unaffiliated third parties.  You agree to make your own independent evaluation of the products and services mentioned on the Site, including their quality.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SITE AND THE CONTENT IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS.  VECTORNAV DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS AND ERROR-FREE UNINTERRUPTED SERVICES.  AS TO THE OPERATION OF THE SITE, VECTORNAV MAKES NO WARRANTY THAT (i) THE OPERATION OF THE SITE WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, OR (iii) DEFECTS, IF ANY, WILL BE CORRECTED.  YOU (AND NOT VECTORNAV) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING THE SITE.  TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON THE SITE, OR ANY OTHER SITE, LOCATION OR SOURCE TO WHICH WE LINK, AND ALL OPERATIONS ON THE SITE ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.  BY USING THE SITE, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD VECTORNAV LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY AND ALL DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, INCLUDING THE ONES THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF CONTENT AVAILABLE ON THE SITE (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE).  NEITHER VECTORNAV NOR ITS AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUCH DAMAGES INCLUDE DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.

YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:

(A) you will not reverse engineer, de-compile or reverse compile any of our technology, including any software or Java applets associated with the Site;

(B) if we grant you access to the Site in your individual capacity, you are of the age of majority; and

(C) you have all consents, rights and authority to provide any and all information transmitted by you to us using the Site, all such information is accurate and complete and we may rely on it.

INDEMNIFICATION

You shall indemnify and hold harmless VectorNav, its affiliates and its and their partners, employees and agents from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of any agreements, representations and warranties contained in these Terms of Use, and/or (ii) your access to and/or use of the Site and/or the Content.

LOCATION; GOVERNING LAW

The Site is published in the United States. You agree that any access to or use of the Site or the Content will be deemed to be entirely at our facility in Richardson, Texas, under and subject to applicable Texas State and United States Federal law, rules and regulations, to the same extent as if you were to physically come to our offices in Richardson and, without assistance or solicitation, copy material contained in our library.  These Terms of Use and all the terms herein will be governed by and construed in accordance with the laws of the State of Texas without giving effect to principles of conflicts of law.  Any such controversy will be submitted exclusively to Federal or state courts in the State of Texas. You consent to personal jurisdiction in any applicable court for purposes of any such litigation.  Any right to trial by jury with respect to any claim or action is hereby waived by all parties to these Terms of Use.

MODIFICATION; TERMINATION

We may at any time and for any reason (a) with or without prior notice to you, modify or discontinue, in whole or in part, any portion of the Site (including the Content or hours of availability) and/or your access to the Site, and (b) upon written notice or posting to the Site, modify these Terms of Use.  These Terms of Use (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms of Use, will survive the termination of your access to, and use of, the Site, and your relationship with us. You agree that if you use the Site and/or the Content after such notification of changes in the Terms of Use, you will be bound by all such changes.

FORCE MAJEURE

Neither we nor any of our affiliates are liable for losses caused directly or indirectly by any of our non-performance as a result of events beyond our control including natural disasters, acts of God, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”).  All of our obligations with respect to the effected elements under these Terms of Use will be suspended for the duration of such Force Majeure Event.

MISCELLANEOUS

These Terms of Use represents the complete statement of the agreement and understanding between you and us regarding your rights to access the Site and to use the Content and supersedes all agreements which you may sign with us, and all representations (whether written or oral), regarding such subject matter.  Except as herein provided, no waiver, modification or amendment of any provision of these Terms of Use will be effective against us unless the same is in writing and signed by one of our authorized officers.  Should any term or provision of these Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect.  Our failure to insist at any time upon strict compliance with any term of these Terms of Use, or any delay or failure on our part to exercise any power or right given to us in these Terms of Use, or a continued course of such conduct on our part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise.  All rights and remedies given to us in this Terms of Use are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity.  These Terms of Use will be binding upon you and your executors, heirs, successors and assigns.  Any and all headings in the text of these Terms of Use are solely for convenience or reference and do not constitute a part of these Terms of Use, nor do they affect the meaning, construction or effect of these Terms of Use. The terms “including” and “includes” as used in these Terms of Use are intended to identify some, but not all, examples relevant to the subject matter and, therefore, should be read as “including, but not limited to” or “includes, but not limited to”.  Neither you nor we may assign or delegate its rights, duties or obligations under these Terms of Use without the prior written consent of the other party.  We may, however, assign these Terms of Use, or any rights or obligations hereunder, to an affiliate, subsidiary or any entity owned, controlled by or under common control with us, or pursuant to a merger, consolidation, change of control or corporate reorganization.  These Terms of Use are in addition to, and do not nullify, any other agreement between you and us governing the conduct of your relationship with us or any other applicable terms and conditions found on the Site.

ELECTRONIC DOCUMENTS

By accessing the Site or using any of the Content, you acknowledge and agree: (i) that you and, where applicable, the company or organization on whose behalf we grant you access to the Site intend to form a legally binding contract between you and VectorNav; (ii) that you have read and agree to the terms and conditions of these Terms of Use; (iii) that you agree and intend that these Terms of Use to be the legal equivalent of signed, written contracts, and equally binding; (iv) that you acknowledge that you have received a copy of these Terms of Use by your viewing a web page containing a hyperlink to the web page where these Terms of Use are displayed or otherwise; and (v) that if you are executing these Terms of Use on behalf of others, you hereby certify that you are an authorized representative, duly authorized, including where applicable, by all required corporate action to act on behalf of such others.

Version Dated:  July 2011