TERMS OF USE

Last updated June 8, 2020

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or the entity on behalf of which you have accessed the Site (“you”), and Van Meter Inc., doing business as Van Meter ("Van Meter", “we”, “us”, or “our”). These Terms of Use and the other terms and policies referred to herein govern your access to and use of the https://www.vanmeterinc.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”), including your creation and maintenance of an account and placement of orders through the Site. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE AND THE OTHER TERMS AND POLICIES REFERRED TO HEREIN, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT, NOTICE OR COMMUNICATION ISSUED BY YOU TO VAN METER AT ANY TIME ARE HEREBY OBJECTED TO AND REJECTED BY VAN METER, SHALL BE WHOLLY INAPPLICABLE TO YOUR ACCESS TO AND USE OF THE SITE, AND SHALL NOT BE BINDING IN ANY WAY ON VAN METER. IF YOU ARE ACCESSING OR USING THE SITE ON BEHALF OF AN ENTITY, THEN BY ACCESSING THE SITE YOU HEREBY (A) REPRESENT TO US THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND SUCH ENTITY TO THESE TERMS OF USE AND THE OTHER TERMS AND POLICIES REFERRED TO HEREIN AND (B) ACKNOWLEDGE AND AGREE THAT WE ARE RELYING ON SUCH REPRESENTATION BY PERMITTING YOU TO USE THE SITE.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use and to the other terms and policies referred to herein (including, without limitation, the Terms of Sale, Return Policy and Privacy Policy (each as defined below)) (collectively, the “Additional Terms”) at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use or the “Last updated” date of such Additional Terms, as the case may be, and, except to the extent prohibited by mandatory applicable law, you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use and the Additional Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use and in any revised Additional Terms by your continued use of the Site after the date such revised Terms of Use or revised Additional Terms, as the case may be, are posted.

The Site is hosted in the United States. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Except as discussed in the “Third-Party Websites and Content” Section below, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. The Content and the Marks are provided on the Site on an “AS-IS, WHERE-IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, SECURITY, COMPATIBILITY, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH ARE HEREBY DISCLAIMED BY VAN METER.

Provided that you are eligible to use the Site and subject to your compliance with these Terms of Use, you are hereby granted a non-exclusive, non-transferable, freely revocable right to access and make personal, non-commercial use of the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent, warrant and covenant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use and the Additional Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

It is your responsibility to keep your password confidential, to protect your username and password and to restrict access to your computer and other devices. You are solely responsible for all activities that occur under or through your account, including activities initiated by third parties, whether or not such activities were authorized by you. In no event shall Van Meter have any liability for unauthorized access to your account. If you suspect someone has accessed your account without your authorization, you must contact us immediately. You may not assign or otherwise transfer your account with Van Meter to any other person or entity.

PRODUCTS

We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

All products purchased through the Site are subject to the Van Meter Inc. Standard Terms & Conditions for Online Sales as in effect at the time an order is submitted (the “Terms of Sale”). Please review the Standard Terms & Conditions in their entirety prior to placing an order through the Site.

Safe Drinking Water and Toxic Enforcement Act of 1986, as amended (“Prop. 65”)

Certain products available for purchase on the Site may contain chemicals that the State of California has identified as causing cancer or reproductive toxicity (“Prop. 65 Products”). While Van Meter endeavors to provide to prospective purchasers on the Site the Prop. 65 warnings provided to Van Meter by its suppliers, Van Meter cannot guarantee that the Site contains a Prop. 65 warning for each Prop. 65 Product available for purchase. If you are a California user or resident purchasing products on the Site for personal use, consumption or enjoyment (i.e., you are not purchasing for commercial/industrial use), then you must carefully review our About Proposition 65 page.

PURCHASES AND PAYMENTS

We accept the following forms of payment: - Visa - Mastercard - American Express - Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. You authorize us to obtain updated or replacement payment card expiration dates from your payment provider if your card expires and grant us the right to charge any renewal card issued to you as a replacement. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.

Payment for all products purchased through the Site is due in full at the time the order is submitted. You agree to pay all charges at the prices then in effect for your purchases, any applicable sales tax thereon and any applicable shipping fees, and you authorize us to charge your chosen payment provider for (and you authorize your chosen payment provider to pay to Van Meter) any such amounts upon placing your order. Additionally, you agree to pay all charges imposed by your payment provider in connection with purchases made by you through the Site. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

If we do not receive payment from your payment provider, you agree to pay all amounts due upon demand. In addition to the above described amounts, you agree to pay, upon demand, all costs of collection, including attorney's fees and costs (whether or not an action or other formal dispute resolution proceeding is commenced), incurred by Van Meter in connection with collecting amounts due Van Meter.

We reserve the right to refuse or cancel any order placed through the Site, even if we have already requested or received payment; provided, we will promptly return payments received by us for orders that we have elected to refuse or cancel. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

EVO Payments, Inc. is our third-party payment processor. We do not receive any personally identifiable information about you from EVO Payments but we provide EVO Payments with certain personally identifiable information to facilitate your transaction. Your transaction with EVO Payments is strictly between you and EVO Payments. Before transacting with us, you should familiarize yourself with EVO Payments and its privacy policy as then in effect. By placing an order through the Site, you agree that Van Meter shall not have any responsibility or liability whatsoever to you or your affiliates, directors, officers, employees or customers with respect to any damage, loss or expense you may incur in connection with or arising out of (a) your transaction with EVO Payments, (b) the failure by EVO Payments to abide by its privacy policy or (c) the unlawful use of, unauthorized access to or theft of information or data obtained, stored or processed by EVO Payments.

RETURN POLICY

All products purchased through the Site are subject to the Van Meter Inc. Return Policy for Online Sales, as in effect at the time an order is submitted (the “Return Policy”). Please review the Return Policy in its entirety prior to placing an order through the Site.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to (collectively, the “Prohibited Activities”): 1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. 2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. 3. Use a buying agent or purchasing agent to make purchases on the Site. 4. Use the Site to advertise or offer to sell goods and services. 5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. 6. Engage in unauthorized framing of or linking to the Site. 7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. 8. Make improper use of our support services or submit false reports of abuse or misconduct. 9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. 10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. 11. Attempt to impersonate another user or person or use the username of another user. 12. Sell or otherwise transfer your profile or account. 13. Use any information obtained from the Site in order to harass, abuse, or harm another person. 14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise. 15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. 16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site. 17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you. 18. Delete the copyright or other proprietary rights notice from any Content. 19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. 20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site. 21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). 22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. 23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. 24. Use the Site in a manner inconsistent with any applicable laws or regulations.

MOBILE APPLICATION LICENSE

Use License

If you access the Marketplace Offerings via a mobile application, then we grant you a non-exclusive, non-transferable, freely revocable right to install and make personal use of the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not (collectively, the “Use Restrictions”): (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application or any part thereof for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application or for any other product or service we offer; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Marketplace Offerings: (1) the license granted to you for our mobile application is limited to a non-exclusive, non-transferable, freely revocable right to install and make personal use of the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with both (i) the usage rules set forth in the applicable App Distributor’s terms of service and (ii) the Use Restrictions set forth above; (2) we are only responsible for providing such maintenance and support services with respect to the mobile application as are required by applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, (i) you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application and (ii) we will have not liability or obligation to you in connection with any such failure; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application (e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application); and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use do not provide you with any rights, licenses or protections whatsoever with respect thereto. You should review the applicable terms and policies, including terms of use and privacy and data gathering practices and policies, of any website to which you navigate from the Site or relating to any applications or Third-Party Consent you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we shall have no responsibility whatsoever in relation to such purchases, which purchases are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by us or harm caused to us arising from or in connection with your installation or use of or contact with any Third-Party Content or Third-Party Websites.

WE DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THIRD-PARTY WEBSITES OR THIRD-PARTY CONTENT (ALL OF WHICH ARE PROVIDED ON OR MADE AVAILABLE OR ACCESSIBLE FROM THE SITE ON AN “AS-IS, WHERE-IS” BASIS) (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, SECURITY, COMPATIBILITY, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH ARE HEREBY DISCLAIMED BY VAN METER. YOU AGREE THAT WE SHALL IN NO EVENT HAVE ANY LIABILITY OR OBLIGATION IN CONNECTION WITH OR ARISING FROM YOUR ACCESS, INSTALLATION OR USE OF ANY THIRD-PARTY WEBSITES OR THIRD-PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH OR ARISING FROM ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, SPYWARE OR THE LIKE WHICH MAY BE TRANSMITTED BY, THROUGH OR FROM ANY THIRD-PARTY WEBSITE OR THIRD-PARTY CONTENT.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates applicable law or regulation or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.

Notwithstanding any other provision of these Terms of Use: (1) we reserve the right to modify the appearance and functionality of the Site and to discontinue or suspend the availability the Site, in each case, at any time and without prior notice; (2) we do not have any obligation to make the Site or any part thereof available to you during any specified time or for any specified duration; and (3) we will have no liability to you for any downtime or discontinuance of the Site, or any part thereof, whether scheduled, unscheduled or otherwise.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: (the “Privacy Policy”). By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy, as in effect at the time of your use, which is incorporated into these Terms of Use.

TERMINATION OF USE/ACCESS

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.

We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use, the Additional Terms and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of Iowa applicable to agreements made and to be entirely performed within the State of Iowa, without regard to its conflict of law principles that would lead to the application of the laws of a jurisdiction other than the State of Iowa. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use and the Additional Terms.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use, the Site or your use thereof (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate the resolution of any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration or any other formal proceeding, which informal negotiations shall, at a minimum, include at least one (1) face-to-face meeting in Linn County, Iowa by and between a senior executive officer of each Party (provided, the refusal or failure by one Party to attend such meeting shall not prevent the other party from initiating arbitration or other formal proceeding). Such informal negotiations commence upon written notice of a Dispute from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, rather than in court. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, as modified by these Terms of Use and the Additional Terms, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Linn County, Iowa. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning mandatory informal negotiations and binding arbitration (provided, the Party bringing such Dispute may, at its election, submit such Dispute to the binding arbitration provided for above): (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations that you have violated any of the Use Restrictions or engaged in any of the Prohibited Activities set forth herein; (c) any claim for injunctive relief; and (d) any action brought by Van Meter arising from your failure to timely pay any amount allegedly due to Van Meter in connection with any products ordered through the Site.

Restrictions; Jurisdiction & Venue

THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS BETWEEN THE PARTIES. TO THE FULL EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT (A) NO DISPUTE RESOLUTION PROCEEDING BETWEEN THEM SHALL BE JOINED WITH ANY OTHER PROCEEDING; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted only in the state and federal courts located in Linn County, Iowa, and the Parties hereby consent to, and waive all defenses of, and objections with respect to, lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS, WHERE-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, THE CONTENT AND THE MARKS AND YOUR ACCESS, INSTALLATION AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SECURITY AND COMPATIBILITY. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE ASSUME NO, AND YOU AGREE THAT WE SHALL HAVE NO, LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO, INSTALLATION OF AND/OR USE OF THE SITE, THE CONTENT, THE MARKS OR ANY THIRD-PARTY SITE OR THIRD-PARTY CONTENT, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OTHER INFORMATION TECHNOLOGY INFRASTRUCTURE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN (WHETHER AS A RESULT OF A THIRD-PARTY’S MALICIOUS ACTIVITY OR AS A RESULT OF ACCIDENT, THE NEGLIGENCE OF ANY PERSON OR ENTITY OR OTHERWISE), (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, SPYWARE OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR SUBSIDIARIES OR AFFILIATES OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OWNERS OR AGENTS (COLLECTIVELY, THE “VMI PARTIES” AND EACH A “VMI PARTY”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, OUT-OF-POCKET LOSSES, LOST PROFIT, LOST REVENUE AND LOSS OF DATA, OR OTHER DAMAGES ARISING FROM OR IN ANY WAY RELATED TO YOUR ACCESS TO, INSTALLATION OF AND/OR USE OF THE SITE, THE CONTENT OR THE MARKS (INCLUDING, WITHOUT LIMITATION, YOUR (1) PLACEMENT OF ORDERS THROUGH THE SITE, (2) CREATION AND MAINTENANCE OF AN ACCOUNT WITH US AND (3) PROVISION OF INFORMATION OR DATA TO US), EVEN IF WE HAVE BEEN ADVISED OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES (the “Liability Exclusion”).

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE ADDITIONAL TERMS AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROTECTION OF A VMI PARTY CONTAINED HEREIN OR THEREIN, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE VMI PARTIES ARISING FROM OR IN ANY WAY RELATED TO YOUR ACCESS TO, INSTALLATION OF AND/OR USE OF THE SITE, THE CONTENT OR THE MARKS (INCLUDING, WITHOUT LIMITATION, YOUR (1) PLACEMENT OF ORDERS THROUGH THE SITE, (2) CREATION AND MAINTENANCE OF AN ACCOUNT WITH US AND (3) PROVISION OF INFORMATION OR DATA TO US) (WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OR OTHER TORT OF ONE OR MORE OF THE VMI PARTIES, OR OTHERWISE) EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING (the “Liability Limitation”). For the avoidance of doubt, the Liability Limitation is not merely a ‘per-claim’ or ‘per-occurrence’ limitation on liability; rather, the Liability Limitation is an aggregate limitation on all liability for all claims, causes of action and occurrences, whether related or unrelated and regardless of when arising.

YOU ACKNOWLEDGE AND AGREE THAT THE LIABILITY EXCLUSION AND LIABILITY LIMITATION SET FORTH ABOVE SHALL APPLY REGARDLESS OF THE FORM OF ACTION, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF THE ACTUAL OR ALLEGED CAUSE OF YOUR DAMAGE OR LOSS (WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OR OTHER TORT OF ONE OR MORE OF THE VMI PARTIES, OR OTHERWISE).

YOU AGREE THAT YOU SHALL NOT, AND YOU HEREBY WAIVE ANY RIGHTS YOU MAY NOW OR HEREAFTER HAVE TO, BRING ANY CLAIM (WHETHER AS A DIRECT CLAIM, CROSS-CLAIM, COUNTER-CLAIM, DEFENSE OR OTHERWISE) OR ACTION AGAINST ANY VMI PARTY MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT, CIRCUMSTANCE OR INCIDENT UPON WHICH SUCH CLAIM OR CAUSE OF ACTION IS BASED.

THE FOREGOING IS INTENDED AS A COMPLETE ALLOCATION OF THE RISKS BETWEEN THE PARTIES. BECAUSE THE BARGAIN STRUCK AND THE PRICE PAID REFLECT SUCH ALLOCATION, YOU AND VAN METER HEREBY AGREE THAT THESE EXCLUSIONS AND LIMITATIONS UPON REMEDIES WILL NOT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify and hold each VMI Party harmless from and against any and all losses, damages, reasonable attorneys’ fees and expenses (whether incurred by a VMI Party in connection with defending a third party claim or in connection with enforcing its rights and protections under these Terms of Use or under the Additional Terms (including enforcement of this right to defense and indemnification against you)), liabilities, third-party claims and third-party demands incurred by, suffered by or asserted against any VMI Party as a result or arising out of: (1) your use of the Site (including the use of the Site by anyone using your account, whether or not authorized by you); (2) your breach of these Terms of Use or of the Additional Terms; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any third-party claim, action, or proceeding which is subject to this indemnification upon becoming aware of it, provided, our failure to do so shall not limit your obligations hereunder.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, we have no obligation to store your data and you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use, the Additional Terms and any other policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable under applicable law, that provision or part of the provision shall be enforced to the maximum extent allowed by applicable law and shall be deemed severable from these Terms of Use to the extent unlawful, void or unenforceable under applicable law and shall not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use, the Additional Terms or your use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Mailing Address
Van Meter, Inc.
850 32nd Avenue SW
Cedar Rapids, IA 52404
United States
Phone: 1-800-247-1410