VETRO FiberMapTerms of Service

VETRO Website and Services Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE (HEREINAFTER, THE “TERMS”) CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE SERVICES ON THIS WEBSITE. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS. BY USING THIS WEBSITE OR THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THIS WEBSITE OR THE SERVICE.

Last Updated: August 15, 2020 

VETRO, Inc., doing business as VETRO Fibermap (hereinafter “VETRO”, “VETRO Fibermap” or “we” or “us”) provides access through its website at vetro.io  (the “Site”) to tools, features and services (together with the Site, along with associated and successor websites, tools, services, and features, or any part thereof, the “Service”) that help you manage fiber optic network assets and perform related business functions (as permitted by these Terms). 

By executing an Order Form (as defined in Section 1 below), by logging into your VETRO account, or by accessing the Site or by accessing the Service in any manner, you accept these Terms, and any guidelines, rules or operating policies that we may post on this website, including the VETRO Privacy Policy, which are specifically incorporated herein by reference (collectively, the “Agreement”) on behalf of yourself and any business or organization you represent (collectively, “you” or “Customer”). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void. 

We may amend this Agreement from time to time due to changes to the Site or the Service, to account for developments under the law, or for any other commercially reasonable purpose. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will only become effective upon notification to you (by email or by posting on our Site), and if you do not want to agree to any such amendment, you should stop using the Site and the Service and contact us to cancel your account.

  1. Access to the Service.

VETRO shall make the Service available to you via an order form, Statement of Work or other ordering document that references these Terms and sets forth pricing, initial term, and/or other applicable terms and conditions (each, an “Order” or “Order Form”), in all cases pursuant to the terms and conditions set forth in this Agreement and the applicable Order Form. Your access to the Service will terminate upon expiration of the subscription term set forth in the applicable Order or in accordance with any other applicable terms in the Order or this Agreement.

  1. Use of Service.

While using the Service, you will be uploading to the platform, data associated with your network. You are solely responsible for any output or other results obtained as a result of relying on this data in connection with your use of the Service, including the building, management and maintenance of your network. You acknowledge and agree that you shall bear full responsibility for i) the accuracy and completeness of such data, ii) ensuring such data is kept current, and iii) for any output or other results obtained in connection with the use of such data. You further acknowledge and agree that VETRO bears no responsibility for i) the accuracy and completeness of such data, ii) updating such data, and iii) results obtained in connection with the use of such data. You are solely responsible for the accuracy and representation of the components of your Network, and the conveyance of your products and services on the platform. 

Without limiting the foregoing, you acknowledge and agree that any third party using the Service or accessing your Content on your behalf is not a subcontractor or agent of VETRO, and that, as between you and VETRO, you will be responsible for all acts and omissions of your users.  Any act or omission by your user (whether an employee, subcontractor or other third party) which would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by you.  You shall undertake reasonable efforts to make all users aware of the provisions of this Agreement as applicable to such user’s use of the Service, and shall cause users to comply with such provisions.

  1. Restrictions; Limitations on Use; Reservation of Rights.

You agree to comply with the following in connection with your use of the Site and the Service:

  • You will not (i) copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create, or permit, allow, or assist others to create, the source code of the Service, or its structural framework, or (ii) modify or create derivative works of the Service or use the Site or the Service in whole or in part for any purpose except as expressly provided under this Agreement. 
  • You will not post or distribute any materials that are abusive, libelous, defamatory, vulgar, profane, obscene, fraudulent or deceptive; that violate another’s rights (including without limitation any copyrights or other intellectual property rights), confidentiality or privacy; or that harass, threaten, annoy, or are otherwise inappropriate, all as determined by VETRO in its sole discretion.
  • You will refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Site or the Service.
  • You will not upload, post or transmit any file that contains viruses, corrupted files, “Trojan Horses,” or other contaminating or destructive features that may damage someone’s computer; or take any action that imposes an unreasonably or disproportionately large load on our infrastructure or damages or disrupts the functioning of our systems or Service. We reserve the right to impose charges on any user or account holder whose use of our Service we deem to be excessive.
  • You will comply with your company’s online conduct and privacy policies.
  • You will use the Service in compliance with all applicable laws, rules, regulations, and industry standards. You may not use the Site or the Service for any unlawful or discriminatory activities or any other acts prohibited by applicable laws.
  • You will not upload, or use the Service to distribute, private or confidential information if such use or distribution is unauthorized by any party or may violate any applicable laws, rules or regulations.

You agree that VETRO may establish general practices and limits concerning use of the Site or the Service. We reserve the right to modify, revise, suspend or discontinue any functionality in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Service in any manner. If we discontinue any functionality in its entirety that you are using, we will provide you with advance notice and an opportunity to cancel your account.
VETRO will at all times solely and exclusively own all right, title, and interest in and to this Site and the Service, and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted.

  1. Content and Use of Content.

You agree that all user information, text, data, software, sounds, photographs, audio, audiovisual, video, artwork, graphics, messages, feedback, data, comments, suggestions, and other content of any nature that are submitted, maintained, created, customized, or transmitted to, via, through, or in connection with the Site or the Service by you (collectively, the “Content”) are the sole responsibility of the person or entity making such Content available for use with the Service. Accordingly, you, and not VETRO, are entirely responsible for the Content you create, customize, or transmit through or in connection with the Service. You represent and warrant that you have the applicable rights necessary to post or upload your Content to the Service and permit use of the Content in connection with the Service. You will indemnify, and hold harmless, VETRO and any users of the Site or the Service for any claims, damages or other liability arising as a result of use of the Content rights granted herein or your breach of such representation and warranty. As between you and VETRO, you will retain all right, title and interest in and to the Content in the form provided to us. Subject to the terms of this Agreement, you hereby grant to VETRO a non-exclusive, worldwide, royalty-free right (a) to collect, use, copy, store, transmit, distribute, display, publicly perform, modify and create derivative works of the Content, in each case solely to the extent necessary, to provide the Service and any related services to you and to enhance the Service; and (b) to use Aggregated Data for its business purposes including, but not limited to, developing, publishing and commercializing benchmarks, predictive models, predictive analytics, and measures based on Aggregated Data. As used herein, “Aggregated Data” shall mean Content that is (i) anonymized such that it does not identify any individual person, and (ii) combined with the data of other users or additional data sources. Our rights with respect to Aggregated Data will survive any expiration or termination of this Agreement. We retain all intellectual property rights in the Aggregated Data.

  1. Professional and Support Services

5.1 Support Services.  VETRO will provide the support services for the Service in accordance with its standard support offerings for a particular Service ordered under an Order Form, provided that all fees due under this Agreement have been paid.  Such support services will only be provided solely to your designated representatives in accordance with VETRO policies.  The Parties acknowledge and agree that VETRO will have no obligation to provide support to Customer with respect to use of the Service other than according to the Service documentation or the terms of this Agreement. 

5.2 Professional Services.

      1. General.  Any professional or consulting services (“Professional Services”) shall be set forth in an Order Form or a document signed by you and VETRO identifying a given type of services to be provided or otherwise made available by VETRO (a “Statement of Work” or “SOW”) pursuant to this Agreement, including, by way of example, installation, networking services, additional training, configuration and/or customization of the Service. Except as set forth in an SOW, each SOW shall be subject to the terms and conditions of this Agreement, including the payment terms set forth in Section 11.  
      2. Change Orders. Customer may at any time request a modification to the Professional Services by written request to VETRO specifying the desired modifications. VETRO shall, within a reasonable time following receipt of such request, agree to such request in writing, or, if applicable, submit an estimate of the cost for such modifications and a revised estimate of the time for performance of the Professional Services pursuant to the change request. If accepted in writing by Customer, such modifications in the SOW shall be performed under the terms of this Agreement.  Modifications in any SOW shall become effective only when a written change request, an amendment to a SOW, or a new SOW is executed by authorized representatives of both parties.  
      3. Additional Supply.  Where a SOW provides a supply of hours of Services for a specific fee for use during a specific time period (for example, annually), the Services must be used during that time period and will not be available following that time period.  Unless otherwise stated in the SOW, such Services may not be “carried over” following the specified time period. In the event Customer desires additional hours of Services, exceeding the number specified in the SOW for the specified fee, Customer shall be charged for each additional hour at the rate set forth in the SOW.
      4. Suitability. VETRO shall assign employees and subcontractors with qualifications suitable for the Professional Services described in the relevant SOW. VETRO may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors. 
      5. Customer Responsibilities.  Customer shall make available in a timely manner at no charge to VETRO all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources of Customer reasonably required by VETRO for the performance of the Professional Services.  VETRO’s delayed performance of the Professional Services shall be excused to the extent such delay is caused by Customer’s failure to timely provide such information or resources or perform any of Customer’s other responsibilities set forth in the applicable SOW.  Customer shall be responsible for and assumes the risk of, any problems resulting from, the content, accuracy, completeness, and consistency of all such data, materials, and information supplied by Customer.  You acknowledge and agree that in connection with the delivery of Professional Services, VETRO bears no responsibility for i) the accuracy and completeness of the data used by you, ii) updating such data, and iii) results obtained in connection with the use of such data.
      6. Nonsolicitation.  Customer acknowledges and agrees that the employees and consultants of VETRO who perform the Services are a valuable asset to VETRO and are difficult to replace. Accordingly, Customer agrees that, during the Term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, it shall not solicit for employment any VETRO employee or consultant who performs any of the Services for Customer.
  1. Account and Passwords.

You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on the Site and in connection with the use of the Service, and agree to update such information if it changes. You are responsible for statements made and actions taken through your use of the Service and through use of your password. You expressly acknowledge that unauthorized access to the Service is a breach of this Agreement and may also violate the law. You agree not to access our Service by any means other than through the interfaces we provide. You will not falsely identify the source of any communications or materials, or deliberately mislead anyone as to your identity (including impersonating a representative of VETRO). You agree to immediately notify us of any actual or suspected unauthorized use of your user name and/or password.

  1. Privacy Overview.

VETRO respects the privacy of visitors to, and users of, the Site and the Service. Information collected from users of the Site and the Service is subject to VETRO’s Privacy Policy. Please see VETRO’s Privacy Policy at https://www.vetrofibermap.com/privacy-policy/ (the “VETRO Privacy Policy”) for more information on the collection and use of such information. You acknowledge and agree that the VETRO Privacy Policy, including, but not limited to, the manner in which VETRO collects, uses and discloses your personally identifiable information and non-personally identifiable information, is incorporated into, a part of, and governed by these Terms. By accepting these Terms, you agree to all of the terms of the Privacy Policy.

  1. Data Retention and Security.

You agree that VETRO has no responsibility or liability for the deletion or failure to store any Content. Without limitation of the foregoing or any of its other obligations under this Agreement, VETRO agrees that for as long as VETRO controls, possesses, stores, transmits or processes User Data (as defined in Section 11 below), VETRO will establish, employ and maintain reasonable and industry standard data security measures that include technological, physical, administrative, organizational and procedural controls designed to: (1) protect User Data from unauthorized or unlawful use, alteration, access or disclosure, (2) ensure the availability of VETRO’s systems, and (3) prevent unauthorized access to, and unauthorized use of, VETRO’s systems.

  1. Service Levels and Interruption.

VETRO will use commercially reasonable efforts to provide the Service in accordance with the then-current Service Level Agreement available at https://vetrofibermap.com/service-level-agreement (the “Service Level Agreement” or “SLA”) . Notwithstanding anything to the contrary herein, we reserve the right to amend the Service Level Agreement at any time and to temporarily modify, suspend or discontinue our Service (or any part of thereof) with or without notice if we reasonably believe such action is necessary for effective operation of the Service, including the avoidance of an actual or potential security breach. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.

  1. Integration with or Use of Third Party Software of Services

You are solely responsible for compliance with applicable terms and conditions associated with any third party software or service with which you integrate with, or use, the Service, and you expressly warrant that you have the all rights necessary to integrate with, or use, the Service in connection with such third party software or service..

  1. Feedback.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the Service, VETRO or its business (collectively, the “Feedback”) shall become the property of VETRO without any compensation or other consideration payable to you by us, and you do so of your own free will and volition. We may, in our sole discretion, use the Feedback in whatever form or derivative in connection with the Site, Service, or our business or other products or services. You hereby assign all rights in any Feedback to us and, as applicable, waive any moral rights.

  1. Fees, Payment Terms, and Taxes

11.1 Subscription Fees.  Unless otherwise stated in the Order Form, the applicable subscription fee associated with your use of the Service (the “Subscription Fee”) will remain fixed during the applicable Subscription Term unless you: (i) exceed the Subscription Tier, as specified in the Order Form, (ii) upgrade products or base packages specified in the Order Form by notifying us in writing or amending the Order Form, or (iii) subscribe to additional features or products in accordance with these Terms and the Order Form. Once increased as specified herein, your Subscription Fee will not decrease over the then-current Subscription Term. Fees related to professional services engagements will be paid in accordance with the terms outlined in the accompanying SOW, and if not specified in the SOW, these Terms. 

11.2 Fees for Other Services. Fees for Professional Services will be set forth in an SOW or Order Form.  Unless otherwise set forth in the applicable SOW or Order Form, all professional services will be provided on a time and materials basis.

11.2 Payment Terms. You will be invoiced as set forth in the applicable Order Form and/or SOW. Unless otherwise specified in an Order Form or SOW, you will pay all invoices in accordance with the “due upon receipt” payment term; based upon the invoice date. All payments will be made in U.S. currency by check or wire transfer of immediately available funds to the account designated in writing by us. All payments are non-refundable. Late payments shall accrue interest until paid at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by law, whichever is less. If any amount is not paid when due hereunder, we will be entitled to recover from you the costs and expenses incurred in connection with collecting the same (including without limitation costs of investigation and attorney fees).

11.3 Taxes. Fees charged do not include sales, use, value added, withholding, excise or similar tax. You will pay or, if paid by us, reimburse us, for all such taxes based on these Terms or fees payable hereunder (but not any taxes based upon our gross revenues or net income), together with any interest on such taxes if not attributable to our delay.

  1. Use of Name.

We may include your name in our published customer lists, but will not issue a press release or any other publicity referring specifically to you without your prior written consent. 

  1. Warranty Disclaimer; Remedies; Release. YOU EXPRESSLY AGREE THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE OR THE SERVICE AND ANY RELIANCE BY YOU UPON THE SITE OR THE SERVICE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR COMPLETELY SECURE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES (INCLUDING THE SOCIAL MEDIA PLATFORMS). IN ADDITION, WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR (B) ANY CAMPAIGN, CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS.

NO CLAIM MAY BE ASSERTED BY YOU AGAINST VETRO MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE OR THE SERVICE SHALL BE FOR VETRO TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE OR THE SERVICE. TO THE EXTENT APPLICABLE LAW PERMITS, YOU RELEASE VETRO FROM ANY CLAIMS OR LIABILITY RELATED TO (A) ANY CONTENT POSTED ON, OR OBTAINED IN CONNECTION WITH USE OF, THE SITE OR IN ANY MATERIALS YOU SEND USING THE SITE OR THE SERVICE, (B) THE CONDUCT OF ANY OTHER VETRO CUSTOMERS OR THEIR RETAILERS OR CUSTOMERS AND (C) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).

  1. Limitation of Liability.

EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF VETRO, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EVEN IF VETRO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, (I) SHALL VETRO OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PARTNERS AND PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “VETRO”) BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND (II) THE MAXIMUM AGGREGATE LIABILITY OF VETRO TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY VETRO TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

You agree that VETRO has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

  1. Indemnification.

You agree to indemnify and hold harmless VETRO and its affiliates, licensors, agents, business partners and third party suppliers and providers, and our and their officers, directors, shareholders, employees, and agents, from and against any claim, demand, or investigation, including reasonable attorneys’ fees, made by any third party relating to or arising from your Content, your Campaign(s), your use of the Site or Service, your conduct, your actual or alleged breach of this Agreement, or your actual or alleged violation of any law, rule, regulation, industry standard or right of a third party. You agree to provide VETRO with prompt written notice in the event of any such claims or actions. VETRO reserves the right, at its own expense, to assume exclusive control of any matter otherwise subject to indemnification by you, but doing so will not excuse your indemnity obligations under this Agreement. In addition, you acknowledge and agree that VETRO has the right to seek damages when you use the Site or the Service for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that VETRO is required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Service, VETRO may, in its sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.

  1. Subscription Term and Termination.

16.1 Subscription Term. As used herein, “Subscription Term” means the initial term of your subscription, as specified on your Order Form(s), and each subsequent renewal term, (if any). Unless otherwise specified in the applicable Order Form, the initial term and any subsequent renewal term shall automatically renew for successive periods equal in length to the initial term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or then-current Renewal Term. The Initial Term and any Renewal Term(s) are collectively referred to as the “Term.” VETRO fees associated with this contract are subject to change upon renewal.

16.2 Termination. In addition to any other rights and remedies set forth herein, VETRO can terminate these Terms or your access to the Service (i) at any time, without prior notice and at our sole discretion, for your willful misconduct, malicious behavior, or your actual, apparent, threatened or alleged breach of Section 3 of these Terms; or (ii) your failure to make any necessary payments within ten (10) days of our written notice to you of your breach of payment obligations under this these Terms. In addition, either party may terminate these Terms by written notice to the other if the other party has failed to cure a material breach within thirty (30) days of receipt of notice of such breach. Upon termination of these Terms: (i) we will cease providing you with the Service and your access to the Service shall terminate; (ii) you will return to us all copies of any documentation and any other of our confidential information in your possession; and (iii) you will immediately pay all amounts owed. Upon termination of these Terms by you as set forth above due to a material breach by VETRO, VETRO will refund any prepaid and unused Subscription Fees for the Service as of the effective date of such termination.

  1. Restricted Persons; Export.

You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, you are a “Restricted Person” if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Site or the Service is (a) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (e) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within 24 hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you; provided, however, for the avoidance of doubt, you will remain liable to us for any outstanding obligations hereunder. You agree that you shall not utilize the Site or the Service to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Site or the Service, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

  1. Copyright Policy and Takedown Procedures; Copyright Agent

If you believe that any of the Content or materials appearing on or transmitted through the Service infringe your copyright or other intellectual property, please send a notice to us at the address specified in this section below. Your notice should contain the following: a physical or electronic signature of a person (i.e., the claimant) that is the copyright owner or authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that complained of use of the material is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and indicating that “under penalty of perjury” the claimant is the copyright owner or authorized to act on the copyright owner’s behalf. VETRO maintains a policy to respond promptly to claims of copyright infringement, to remove, or disable access to, infringing material and to terminate use of our Service, or take other appropriate action, against repeat infringers. VETRO’s designated agent to receive notification of copyright issues relating to the Site or the Service is as follows:

Chief Executive Officer

VETRO, Inc.

480 Congress Street, 3rd Floor

Portland, ME 04101

Use this contact information solely for notices under this Copyright Policy. All other notices, comments, or other communications under this Agreement should be sent to the contact stated under “Communications” below.

  1. Miscellaneous.

21.1 Communications. (i) all communications (except as noted under Copyright Policy) should be sent to: VETRO, Inc. Attn: CEO, 480 Congress Street, 3rd Floor, Portland ME 04101. If you have any questions about this Agreement, or would like to report any inaccuracies or errors, please contact us by email at finance@vetrofibermap.com (ii) we may include your name in our published customer lists, but will not issue a press release or any other publicity referring specifically to you without your prior written consent.

21.2 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

21.3 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Maine. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Cumberland County, Maine.

21.4 Full Force and Effect and Further Assurances. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.

21.5 Assignment. You may not assign this Agreement or all or any portion of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion.

21.6 Force Majeure. We are not liable for any default or delay in the performance of any of our obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond our reasonable control, including fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for us to perform our obligations hereunder.

21.7 Third Parties; No Agency. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever. Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.

21.8 Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.

21.9 Headings. The heading of each section of this Agreement are for convenience only and have no legal or contractual effect.