ABOUT US CAPABILITIES PROJECTS CONTACT US WEBSITE TERMS OF USE Download PDF Version Last modified: 01/22/2020 Acceptance of these Terms of Use These terms of use are entered into by and between you and VEI Solutions, Inc. (“VEI Solutions”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”) and VEI Solutions’ Privacy Policy at https://www.veisolutions.com/privacypolicy which is incorporated herein by reference (“Privacy Policy”) govern your access to and use of www.veisolutions.com, including any content, functionality and services offered on or through www.veisolutions.com (the “Website”) and social media accounts, pages, and other applications (“Social Media Accounts”) Please read these Terms of Use carefully before you start using the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use, and our Privacy Policy https://www.veisolutions.com/privacypolicy , each of which are incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. These Terms of Use apply to visitors of the Website and Social Media Accounts, any subscribers of VEI Solutions’ publications, newsletters, or notifications, any users, viewers, subscribers, or purchasers of our products or services, and any of our other customers, clients, members, and partners (all of whom may be referred to as “you” in in these Terms of Use). The Website is offered and available to users who are 18 years of age or older. By using the Website, you represent and warrant that you are of legal age to form a binding contract with VEI Solutions and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. Changes to these Terms of Use We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective and binding on you immediately when posted. Continued use of the Website after any such change is deemed to be acceptance of such change. You are expected to periodically check these Terms of Use for updates. Accessing the Website We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users. You are responsible for: Making all arrangements necessary for you to have access to the Website; and Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them. To access the Website or some of the resources it offers, you may be asked to provide certain details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to the Website, including but not limited to the use of any interactive features on the Website, is governed by our Privacy Policy https://www.veisolutions.com/privacypolicy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Intellectual Property Rights The Website or Social Media Accounts contain trademarks, trade names, content, features, functionality, video, audio, images, displays, works of authorship, text, files, photos, designs and other material of VEI Solutions (“VEI Solutions Content”). VEI Solutions Content and all Intellectual Property Rights (defined herein) thereto are protected by United States and international copyright, trademark, patent, trade secret and other proprietary or Intellectual Property Rights laws and VEI Solutions or its licensors is and shall at all times remain the sole and exclusive owner of the VEI Solutions Content and all Intellectual Property Rights thereto. VEI Solutions hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the VEI Solutions Content (excluding any software code) solely for your business use in connection with viewing or using the Website or Social Media Accounts. Except as expressly authorized by VEI Solutions, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Website or Social Media Accounts, or the VEI Solutions Content, in whole or in part. In connection with your use of the Website or Social Media Accounts, you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Website or Social Media Accounts other than as specifically authorized herein is strictly prohibited. The technology underlying any of the Website or Social Media Accounts is the property of VEI Solutions, our affiliates, licensors, and/or contractors. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Website or Social Media Accounts. Any rights not expressly granted herein are reserved by VEI Solutions. These Terms of Use permit you to use the Website for your business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the VEI Solutions Content or any of the material on our Website or Social Media Accounts, except as follows: Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; You may store files that are automatically cached by your Web browser for display enhancement purposes; You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution; and If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. The name “VEI Solutions” and all other VEI Solutions marks, logos, product and service names, designs, and phrases that we use on the Website or in connection with our products and services are trademarks, service marks, or trade dress of VEI Solutions or its affiliates or licensors. You may not use such marks without the express written prior permission of VEI Solutions. Other company, product, and service names and logos used and displayed through the Website or Social Media Accounts may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to VEI Solutions and may not be used by you without permission. Any use of such marks, or any others displayed on through the Website or Social Media Accounts, will inure solely to the benefit of their respective owners. You may not access or use any part of the Website, or any services or materials available through the Website, for any commercial purpose other than for the transaction of business with VEI Solutions. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. Prohibited Uses You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); use the Website if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using the Website; manipulate or interfere with any other user’s posting or content on or use of the Website; For the purpose of exploiting, harming or attempting to exploit or harm minors in any way, including by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards in these Terms of Use (see below); To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; To impersonate or attempt to impersonate VEI Solutions, a VEI Solutions employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm VEI Solutions or users of the Website or expose them to liability; Impersonate another person or otherwise misrepresent your affiliation with a person or entity; Hide or attempt to hide your identity; or Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes. Additionally, you agree not to: Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website; Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, except with the prior express permission of VEI Solutions; Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; Use any device, software or routine that interferes with the proper working of the Website or imposes an unreasonable or disproportionately large load on our infrastructure; Upload, introduce, or distribute invalid data, Trojan horses, logic bombs, viruses, worms, or any other technologies or materials that is malicious or technologically harmful; Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; Otherwise attempt to interfere with the proper working of the Website; Interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; Export or re-export any VEI Solutions application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions; Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to VEI Solutions including, without limitation, reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to VEI Solutions; Infringe any Intellectual Property Rights that belong to third parties or post content that does not belong to you; Commercialize any VEI Solutions application or any information or software associated with such application, except with the prior express permission of VEI Solutions; Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; Harvest or otherwise collect information about users, including account names, from the Website; or Circumvent any technical measures we use to provide the Website. User Submissions The Website or Social Media Accounts may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, or other interactive features that may allow you to submit, post, or upload various forms of media content and written communications, including, without limitation, text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials, as well as suggestions, ideas, comments, likes, questions, events, updates, or other information (collectively, “Submissions”). All of your Submissions will be considered non-confidential and non-proprietary and must comply with these Terms of Use. VEI Solutions reserves the right to remove or edit any of your Submissions, but does not regularly review Submissions (including Submissions by you or other users). You agree to pay for all royalties, fees, and any other monies owing any person by reason of and otherwise be fully responsible for your Submissions (including the legality, reliability, accuracy, and appropriateness of your Submissions). VEI Solutions takes no responsibility and assumes no liability for any Submissions provided by you or any third party. Content Standards Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Submissions must not: contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; infringe any Intellectual Property Rights or other rights of any other person; violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy; be likely to deceive any person; promote any illegal activity, or advocate, promote, or assist any unlawful act; cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy or be otherwise injurious to any other person; impersonate any person, or misrepresent your identity or affiliation with any person or organization; involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; be materially unrelated to the industry/market applicable to the VEI Solutions community; or consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam” or unsolicited commercial electronic messages. Ownership of Submissions You represent and warrant that (a) you own the Submissions posted by you or otherwise have the right to grant the license set forth above, (b) the posting and use of your Submissions do not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights or any other rights of any person, and (c) the posting of your Submissions does not result in a breach of contract between you and a third party. By displaying or publishing any Submissions, you hereby grant to VEI Solutions a non-exclusive, fully paid and royalty-free, worldwide, sub-licensable (through multiple tiers) license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Submissions and all Intellectual Property Rights contained therein, including, without limitation, distributing part or all of such Submissions in any media formats through any media channels. To the fullest extent permitted under applicable law, you waive your right to enforce against VEI Solutions, our assignees, our sub-licensees, and their assignees your Intellectual Property Rights in your Submissions in connection with our, those assignees’, and those sub-licensees’ use of such Submissions. Monitoring and Enforcement You agree that VEI Solutions has the right, but not the obligation, to (a) monitor at any time, for any reason at its sole discretion, all Submissions and other material and content posted on or through the Website or Social Media Accounts, or the usage of the Website or Social Media Accounts; (b) take any action (without prior notice) with respect to any Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such Submission violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or Social Media Accounts, or the public, or could create liability for VEI Solutions, including, without limitation, reviewing, censoring, deleting, or prohibiting the transmission or receipt of any Submissions; and/or (c) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use. During monitoring, data may be examined, recorded, copied, and used by VEI Solutions. Use of the Website or Social Media Accounts by you, authorized or unauthorized, constitutes consent to such foregoing monitoring. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website or Social Media Accounts. YOU WAIVE AND HOLD HARMLESS VEI SOLUTIONS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. Deleted Submissions Deleted Submissions may be stored by VEI Solutions in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your Submissions. In other words, VEI Solutions is not a backup service. VEI Solutions will not be liable to you for any modification, suspension, or discontinuation of the Website or Social Media Accounts, or the loss of any Submissions. Other Content While we try to offer reliable data, we cannot promise that any Submissions or other content provided through the Website or Social Media Accounts will always be available, accurate, complete, and up-to-date. You agree that VEI Solutions is not responsible for examining or warranting any Submissions or other content provided by other users or third parties through the Website or Social Media Accounts, and you will not attempt to hold us liable for any inaccuracies. It is your responsibility to review and verify any Submissions or other content provided by other users’ or third parties’ submissions and activities. The Submissions or other content provided through the Website or Social Media Accounts may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings and not to create any derivative works based on such Submissions and other content. If you have any concerns about inappropriate or unsafe Submissions or Submissions that otherwise violate these Terms of Use, you may report such Submissions by sending us written notice in accordance with these Terms of Use. After reviewing reported items, we’ll take them down if we believe necessary. Reliance on Information Posted The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The Website may include content provided by third parties, including without limitation, materials provided by our business partners and product and pricing information provided by our suppliers. All content, statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by VEI Solutions, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of VEI Solutions. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. We do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Copyright Infringement Policy VEI Solutions respects the intellectual property of others and desires to offer a website that contains no content that violates those rights. These Terms of Use require that information posted by users be accurate, lawful and not in violation of the rights of third parties. To promote these objectives, VEI Solutions provides a process for submission of complaints concerning Submissions posted by others on the Website or Social Media Accounts. Please note that whether or not we disable access to or remove content, VEI Solutions may make a good faith attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that VEI Solutions has received notice of an alleged violation of Intellectual Property Rights or other content violation. VEI Solutions reserves the right to remove any Submissions or content in its sole discretion until VEI Solutions receives proper notice that a dispute has been fully resolved. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of users, or groups as the case may be, who infringe or repeatedly infringe the rights of others or otherwise post unlawful content. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice. Notice of Copyright Infringement Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), VEI Solutions has implemented procedures for receiving written notification of claimed infringements. VEI Solutions has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may send us a written notice identifying the copyright infringement, which contains: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description specifying the location on the Website or Social Media Accounts of the material that you claim is infringing; your email address and your mailing address and/or telephone number; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; a true and correct copy of a Copyright Registration Certificate issued by an appropriate governmental unit with respect to the copyrighted work upon which the claim is based; and a true and correct copy of the deposit of the copyrighted work submitted by you to the appropriate governmental unit in connection with the your application to register the copyrighted work. Please submit your notice to our designated copyright agent: Golan Christie Taglia LLP c/o VEI Solutions 70 W. Madison, Suite 1500 Chicago, Illinois 60602 Attention: Beverly Berneman baberneman@gct.law Counter-Notice If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice, pursuant to Sections 512(g)(2) and (3) of the DMCA. You may send us written notice identifying your counter-notice regarding a claim of copyright infringement, which contains: your physical or electronic signature; identification of the material removed or to which access has been disabled; a statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified; your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the judicial district of COOK COUNTY, ILLINOIS if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent. Please submit your counter-notice to VEI Solutions’ designated copyright agent to the address specified above. Social Media Accounts Policy Generally Your use or viewing of or access to VEI Solutions’ Social Media Accounts, such as social networking pages or profiles, blogs, and file sharing sites (i.e., Facebook, Twitter, LinkedIn, Instagram), is subject to these Terms of Use, the Privacy Policy, and the terms of use of the applicable social media platform. VEI Solutions may post links, offers, or other information or statements on its Social Media Accounts. VEI Solutions reserves the right to discontinue any of the Social Media Accounts at any time. No Representation or Warranty The information presented on or through the Social Media Accounts is made available solely for general information purposes. We do not represent or warrant the accuracy, completeness, usefulness, timeliness, currentness, or reliability of such information. You agree and acknowledge that your review of all content on the Social Media Accounts is at your own risk, and you should not rely on any information or advice presented on or through the Social Media Accounts. Any reliance you place on such information or advice is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our social media accounts, or by anyone who may be informed of any of its contents. In addition, you agree that VEI Solutions is not responsible, and shall have no liability to you, with respect to any information on the Social Media Accounts, even if it is defamatory, offensive, or illicit. No Endorsement VEI Solutions does not endorse, support, sanction, encourage, verify, or agree with the comments, opinions, or statements posted on the Social Media Accounts. Any online information or material, including advice and opinions, are the views and responsibility of those making the comments. Also, please keep in mind that if VEI Solutions follows another user’s account, “likes” another page, re-tweets, “favorites,” shares, or otherwise re-posts another user’s content, such an action does not constitute an endorsement. Content on Social Media Accounts All comments submitted or posted on the Social Media Accounts are considered Submissions and subject to the terms, conditions, requirements, and restrictions concerning Submissions as outlined above. In addition, VEI Solutions reserves the right to review, delete, edit, or move any Submissions on the Social Media Accounts and/or to block any social media follower in its discretion. Use of Social Media Accounts The Social Media Accounts are not the appropriate place to resolve issues, complaints, or suggestions about individual sales and service experiences of our products and services. This does not mean we do not want to hear about such issues, but these types of concerns are best handled by trained representatives. If you’re interested in sharing comments or feedback outside the scope of the Social Media Accounts, you can send a message through our “Contact Us” page at https://veisolutions.com/contact-us/. Comments may be forwarded to other VEI Solutions departments and personnel to ensure appropriate follow-up. Changes to the Website We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. Information About You and Your Visits to the Website All information we collect on the Website is subject to our Privacy Policy https://www.veisolutions.com/privacypolicy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Links from the Website If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Geographic Restrictions The owner of the Website is based in the state of Illinois in the United States. We provide the Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you are acting on your own initiative at your own risk and are responsible for compliance with local laws. Disclaimer of Warranties You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VEI SOLUTIONS NOR ANY PERSON ASSOCIATED WITH VEI SOLUTIONS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER VEI SOLUTIONS NOR ANYONE ASSOCIATED WITH VEI SOLUTIONS REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. VEI SOLUTIONS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Limitation on Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VEI SOLUTIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF VEI SOLUTIONS OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, MANAGERS, AGENTS AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM: YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SOCIAL MEDIA ACCOUNTS; THE VEI SOLUTIONS’ CONTENT OR OTHER GUIDANCE PROVIDED BY VEI SOLUTIONS DEFECTS IN OR ANY INACCURACIES CONTAINED IN THE WEBSITE OR SOCIAL MEDIA ACCOUNTS; DELAYS OR DISRUPTIONS IN THE WEBSITE OR SOCIAL MEDIA ACCOUNTS; VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE WEBSITE OR SOCIAL MEDIA ACCOUNTS]; GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE WEBSITE OR SOCIAL MEDIA ACCOUNTS; DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE WEBSITE OR SOCIAL MEDIA ACCOUNTS; THE CONTENT, ACTIONS OR INACTIONS OF THIRD PARTIES, INCLUDING ANY SUBMISSIONS POSTED ON OR THROUGH THE WEBSITE OR SOCIAL MEDIA ACCOUNTS OR THE MISREPRESENTATIONS OF ANY THIRD PARTY; A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT OR THE WEBSITE OR SOCIAL MEDIA ACCOUNTS OR BREACH OF ANY OF THESE TERMS OF USE; OR YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OF USE, THE PRIVACY POLICY, OR ANY OTHER AGREEMENTS. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE TOTAL LIABILITY OF VEI SOLUTIONS TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR ACCESS TO OR USE OF THE WEBSITE OR SOCIAL MEDIA ACCOUNTS] EXCEED, IN THE AGGREGATE, $100.00. Some jurisdictions do not allow the exclusion of damages, so such exclusions may not apply to you. The limitation of liability set forth above shall only apply to the extent permitted by applicable law. Indemnification You agree to indemnify and hold harmless VEI Solutions, its affiliates, licensors and service providers, affiliated companies and their respective officers, directors, employees, contractors, managers, agents, licensors, suppliers, successors and assigns (“Indemnified Parties”) from and against any claims, liabilities, damages, judgment, award, losses, costs, expenses or demand (including reasonable attorneys’ and experts’ fees and costs) made by any party due to or arising out of or relating to your (a) breach of these Terms of Use, (b) improper use of the Website or Social Media Accounts, or (c) breach of any law or the rights of a third party. VEI Solutions shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that VEI Solutions, at its option and expense, may participate and appear on an equal footing with you. You shall not settle any claim or demand without the written consent of the Indemnified Parties, with such consent not to be unreasonably withheld or delayed. Governing Law and Jurisdiction By accessing the Website or Social Media Accounts, you agree that these Terms of Use and your use of the Website or Social Media Accounts shall be governed exclusively by the laws of the State of ILLINOIS without regard to conflict of laws principles, regardless of your location when accessing the Website or Social Media Accounts. These Terms of Use are entered into and performed in ELK GROVE (COOK COUNTY), ILLINOIS USA. These Terms of Use do not give rise to personal jurisdiction over VEI Solutions, either specific or general, in jurisdictions other than ILLINOIS and VEI Solutions makes no representation that the Website or Social Media Accounts are appropriate or will be available for use in other locations. If you use a site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Website or Social Media Accounts and third party content. Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE OR SOCIAL MEDIA ACCOUNTS OR OUR PRODUCTS AND SERVICES MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Dispute Resolution The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in ELK GROVE, ILLINOIS. Except as otherwise determined by VEI Solutions in its sole discretion, all disputes or claims arising out of or relating to these Terms of Use shall be settled by arbitration, to be conducted by a single arbitrator in ELK GROVE, ILLINOIS by and in accordance with the then effective commercial rules of the American Arbitration Association; provided that the arbitrator shall not have authority to issue injunctions. The proceedings shall be conducted only in the English language. Judgment upon the award may be entered in any court having jurisdiction thereof. Other legal proceedings, if any, shall be initiated and maintained in COOK COUNTY, ILLINOIS. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens. Attorneys’ Fees and Costs If any litigation or other court action, arbitration, or similar adjudicatory proceeding is commenced by any party to enforce its rights under these Terms of Use against the other party, all fees, costs and expenses, including, without limitation, cost of arbitration, reasonable attorneys’ fees and court costs, incurred by the VEI Solutions, if it is the prevailing party in such litigation, action, arbitration or proceeding, shall be reimbursed by you; provided, that if VEI Solutions prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by VEI Solutions on an equitable basis. Waiver and Severability No waiver by VEI Solutions of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition now or in the future, and any failure of VEI Solutions to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect. No Partnership No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by these Terms of Use. Assignment You may not assign or transfer these Terms of Use or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without VEI Solutions’ prior written consent. In the event of a permitted transfer, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for VEI Solutions to assign these Terms of Use, you hereby appoint the officers of VEI Solutions as your attorney-in-fact to execute all documents necessary to consummate such novation. Survival All provisions in these Terms of Use regarding representations and warranties, content, indemnification, disclaimers and limitations on liability shall survive any termination of these Terms of Use. Force Majeure Any delay in the performance of any duties or obligations of VEI Solutions will not be considered a breach of these Terms of Use if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of VEI Solutions, provided that VEI Solutions uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable. Language If a translation of these Terms of Use into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Terms of Use are provided to you in a language other than English, VEI Solutions does so solely for your convenience. Entire Agreement These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and VEI Solutions with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. Your Comments and Concerns This website is operated by VEI Solutions, Inc. VEI Solutions, Inc. 1800 Howard St Suite A Elk Grove, IL 60007 All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: dataprotectionoffice@veisolutions.com. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. 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