Terms and Conditions

TERMS OF USE (TOU)- For Validu

Last Updated on February 1, 2017

All terms in bold and italicized text are defined in Article 1 below.   Please read these Terms of Use or TOU carefully, because they are a binding agreement between You and Validu.

BACKGROUND

Validu is a startup business enterprise dedicated to providing businesses with a valuable Technology for managing compliance with corporate policies and regulatory requirements.  A Licensee organization can utilize the Validu Technology to track and record the presence of third-party Participants at events involving one or more Subscribers.

TERMS AND CONDITIONS GOVERNING USE OF THE WEBSITE AND APP

This TOU governs how You use the Website that sets forth the provisions of this TOU. You automatically agree to the terms and conditions of this TOU and to our Privacy Policy simply by logging onto the Website or by downloading an App. Should You become a Subscriber to the Technology, You and your organization will also be subject to the terms and conditions set forth in the Subscription Agreement

The terms and conditions set forth in this TOU can be changed at any time and for any reason by Validu.

ARTICLE 1: DEFINITIONS.  All terms in bold and italicized text are defined below. 

1.01 "Agreements" means collectively the Privacy Policy, the TOU, and the Subscription Agreement.

A. "Privacy Policy" means this "Privacy Policy" as set forth on the Website.

B. "Subscription Agreement" means the "Subscription Agreement" as set forth on the Website

C. "TOU" or "Terms of Use" means the "Terms of Use" as set forth on the Website.

1.02 "Data" means collectively: (1) information that is submitted to the Software from an End User; and/or (2) information that is created by the Technology utilizing information that is submitted to the Software from an End User.  Data can include but is not limited to Biometric Information, Contact Information, Event Information, Feedback, and Account Information.

A. "Biometric Information" means Data relating to measurable physical characteristics such as fingerprints that can be used to identify the identity of a human being. The Technology uses Biometric Information to identity Participants attending events with Subscribers

B. "Contact Information" means Data that pertains to ways of communicating. Contact Information can include phone numbers, e-mail addresses, social media IDs, and

C. "Event Information" means Data pertaining an event by one or more Subscribers and one or more Participants.    Examples of Event Information include a location, a date, a time, and the identity of Participants and Subscribers present at the event.

D. "Feedback" means Data from an End User that is provided regarding the functioning of the Technology and the End User's experience with the Feedback.

E. "Account Information" means Data relating to the business account between a Licensee (and its Subscribers) and Validu.  Login IDs and passwords are examples of Account Information.

1.03 "Party" means a legal person such as an individual human being or a business or other form of organization. Examples of

A. "End User" means a human being or organization that is interacting with the Technology.  End Users can include Subscribers, Participants,

1. "Licensee" means an organization using the Technology subject to a Subscription Agreement to monitor attendance at events involving its personnel.  A Subscriber is an individual accessing the Technology on behalf of a Licensee

2. "Participant" means a human being whose attendance at an event hosted by one or more Subscribers is recorded using the Technology.  The specific identity of Participants can be identified through the use of Biometric Information.

3. "Subscriber" means a human being interacting with the Technology on behalf of a Licensee.

4. "Visitor" means a person accessing the Technology who is not a Licensee, not a Participant, and not a Subscriber. Visitors can access the Website and even download an App, but they are not authorized to use the functionality of the Technology to monitor the attendance of Participants at events

5. "You" means the specific End User interacting with the Technology.

B. "Validu" means Validu, LLC, a Michigan limited liability company identified by the ID Number of E72339 on the official Department of Licensing and Regulatory Affairs LARA database for Michigan business entities.  The registered service address for Validu is 31325 Harper Avenue in St. Clair Shores, Michigan 48082.

1.04 "Technology" means collectively the Website and the App, and any Software that can be accessed through the Website and the App.  Validu and its suppliers hold all IP Rights in the Technology.

A. "Software" means collectively all of the object code components (including but not lmited to the HTML on the Website) that is accessible to End Users

B. "Website" means the www.validu.net homepage, and all web pages accessible through that homepage that share the same domain name.

C. "App" means software applications that are intended to be downloaded and run on computing devices such as a smart phones, tablets, laptop computers, desktop computers, or other similar general purpose or specialized computing devices.

D. "IP Rights" means all cognizable proprietary rights under U.S. law. IP rights include but are not limited to patent rights, copyrights, trade mark rights, trade dress rights, and trade secrets.

ARTICLE 2: ACCESS RIGHTS AND RESTRICTIONS

2.01 Grant.  Validu and its suppliers grant You a nonexclusive and nontransferable right to access the the Website and the App.

2.02 Prohibited Activities.  EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU SHALL NOT: (a) COPY COPYRIGHTED MATERIAL PROVIDED ON THE WEBSITE AND/OR THE APP; (b) ENGAGE IN DENIAL OF SERVICE ATTACKS TO DISRUPT THE WEBSITE; (c) ATTEMPT TO UPLOAD MALWARE ONTO THE WEBSITE AND/OR THE APP; (d) USE THE WEBSITE AND/OR THE APP TO DISSEMINATE UNLAWFUL, MISLEADING, MALICIOUS, OR DISCRIMINATORY COMMUNICATIONS; OR (e) ENGAGE IN SPAMMING, PHISHING, OR SIMILAR ACTIVITIES TO OR ON BEHALF OF THE WEBSITE, THE APP, AND/OR VALIDU.

2.03 Reservation of Rights.  By using the Website and/or the App, You acknowledge and agree that all intellectual property rights to the Technology and all IP Rights are retained by Validu and/or its suppliers.  Except for the access grant provided in Section 2.01 above, Validu or its suppliers retain ownership of all IP Rights in the Website and Technology.

2.04 Access to Functionality.  This TOU does not provide You (or any organization that You are affiliated with) with the ability to capture information about the identity of Participants attending events hosted by one or more Subscribers.  Access to that functionality requires the execution of Subscription Agreement between You and Validu.

ARTICLE 3: WARRANTY DISCLAIMERS AND DAMAGES EXCLUSIONS

3.01 Disclaimer of Warranties.  The Website is provided to you on an “AS IS” basis.  ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND QUIET ENJOYMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.  ALL EXPRESS AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

3.02 Damages Exclusions.  IN NO EVENT WILL VALIDU OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE EVEN IF VALIDU OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

ARTICLE 4: GENERAL PROVISIONS

4.01 Export Regulations.  This Website and/or the App, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that it is your responsibility to obtain licenses to export, re-export, or import content relating to the Website.

4.02 Privacy.  Your use of the Website and your interactions with Validu may involve the conveyance of information about you to Validu.  Validu shall handle all such information in a manner that is consistent with the Privacy Policy.  Validu may update its Privacy Policy from time to time at the sole discretion of Validu.

4.03 Disputes.  Validu is a responsible corporate citizen and Validu engages to resolve problems in a friendly, professional, and timely manner.  In the event that litigation between You and Validu does occur, such a dispute shall be exclusively governed by and construed in accordance with the laws of the State of Michigan, as if fully performed within the state and without regard to conflict of law principles.   Any litigation pursuant to this TOU must be brought exclusively in the state courts of Oakland County or the federal courts in the Eastern District of Michigan. 

4.04 Severability.  If any portion hereof is found to be void or unenforceable, the remaining provisions of this TOU shall remain in full force and effect.

4.05 Contact Us.  If you have any questions or concerns about this TOU, please feel free to contact Validu at support@validu.net. If you believe that any subject matter displayed on the Website and/or the App infringes or misappropriates the IP Rights of yours or any third party, please feel free to contact Validu at support@validu.net.