VAS Terms of Service

1.0    Updates to the Services and TOS.  lnContext Solutions and its licensors reserve the right to modify, suspend or terminate the Services without notice.   In addition, lnContext Solutions and its licensors may modify the TOS without prior notice and such modifications will become effective immediately upon posting on the Site. You agree to review the posted TOS periodically to determine if modifications have been made. By continuing to use the Services after modifications are posted, you will be deemed to have accepted the modified Terms of Service.

2.0    User Representations and Warranties. You warrant and represent that (i) all data and other materials transmitted  to  lnContext  Solutions  and  its  service providers  in  connection  with  the  Services  (“User Content”) shall be free of viruses and other destructive or disruptive code, (ii) that all such User Content shall be free of information, images, logos, trademarks or other materials that may violate any applicable law or regulation, infringe or misappropriate any intellectual property right, or otherwise harm or injure any person, entity or the property thereof, and {iii) that you have sufficient right, title and interest to transmit, store, copy, use and display all User Content in connection with the Services.

3.0    Intellectual Property. lnContext Solutions and its licensor(s) own and retain all proprietary rights to the Services, the Services, and all associated software, copyrights, trademarks, brands, service marks, patents or other proprietary rights under law, including all intellectual property conceived during and in the course of performing the Services. You are permitted to use the Services only as specifically authorized herein.  The Services are the subject of pending patent application(s), and you are granted a limited right to use such Services only in conjunction with the Authorized Application and in accordance with the TOS. 

4.0    Other Software Components. The Services utilize software and other copyrighted materials licensed from third parties.  Acknowledgments, licensing terms and disclaimers applicable to such software may be found at https:/Nas.3m.com/Account/ThirdPartyList, and are incorporated by reference in the TOS.   Your acceptance of the TOS constitutes agreement to the terms and conditions therein.  If you are accessing the Services through a mobile application or are utilizing application plug-ins or other software provided in conjunction with the Service, any additional terms and conditions accompanying such software shall apply.

5.0        Disclaimer of Warranty.  lnContext Solutions, ITSELF AND ON BEHALF OF ITS   LICENSORS AND SERVICE PROVIDERS, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THE WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING, A CUSTOM OR USAGE OF TRADE. WITHOUT  LIMITING  THE   FOREGOING,  lnContext  Solutions,  ITS LICENSORS  AND   SERVICE PROVIDERS, MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B)  THE  SERVICES  WILL  BE  UNINTERRUPTED, TIMELY,  SECURE, OR  ERROR-FREE,  (C)  THE RESULTS THAT MAY  BE OBTAINED FROM  THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR {D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SERVICES, , WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.  USE OF THE SERVICES, INCLUDING THE UPLOADING OF USER CONTENT, THROUGH THE AUTHORIZED APPLICATION IS DONE AT YOUR OWN RISK.

6.0         LIMITATION  OF  LIABILITY. TO  THE  MAXIMUM  EXTENT  PERMITTED  BY  LAW,  lnContext Solutions, ITS LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION,DIRECT, SPECIAL, INCIDENTAL,INDIRECT,OR CONSEQUENTIAL  DAMAGES   (INCLUDING,  WITHOUT  LIMITATION,  DAMAGES  FOR  ™INJURY, LOSS OF  BUSINESS PROFITS, BUSINESS INTERRUPTION,  LOSS  OF  DATA,  LOSS OF BUSINESS OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF lnContext Solutions,   ITS   LICENSORS  AND/OR   SERVICE   PROVIDERS   HAVE  BEEN   ADVISED   OF THE POSSIBILITY  OF  SUCH  DAMAGES. IN  ANY  EVENT  THE  CUMULATIVE  LIABILITY  OF  lnContext Solutions, ITS LICENSORS AND/OR SERVICE PROVIDERS ARISING FROM THE SERVICE OR THE TOS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.0    Usage Data.  Certain information regarding your use of the Services (“Usage Data”) is captured and transmitted to lnContext Solutions and its service providers. You acknowledge and agree that this Usage Data may be collected and used by lnContext Solutions and its service providers to provide you with services and support, and for research, marketing, analysis and testing purposes.

8.0     User Content.  You grant lnContext Solutions and its service providers a worldwide, perpetual, non­ exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform the User Content in connection with the Services, and to provide the same or similar services to third parties provided that lnContext Solutions and its service providers shall use such User Content for analysis only and shall not distribute, display or perform such User Content to third parties. You understand that lnContext Solutions and its service providers, in performing the required technical steps to provide the Services to Authorized Users, may (a) transmit or distribute User Content over various public networks and in various media; and (b) make such changes to your User Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit lnContext Solutions and its service providers to take these actions.

9.0    Indemnification.   You agree to indemnify  and hold  lnContext Solutions, its parents, subsidiaries, affiliates,  service  providers,  licensors,  officers  and  employees,  harmless  from  any  liabilities,  claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (a) your use or misuse of the Service, (b) the violation of laws, rules, regulations or the TOS, or (c) infringement by User  Content, of any intellectual property or any other right of any person or entity. lnContext Solutions  and its  service providers  reserve the  right, at  their  own expense, to  assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

10.0  Dispute Resolution.  Any disputes arising from the Services, this Agreement, and the subject matter thereof will be resolved in accordance with the laws of the State of Minnesota, without regard to its conflicts of law rules. Any litigation will be brought only in the state or federal court located in Ramsey County, Minnesota, and the Parties consent to the personal jurisdiction of such courts.    EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY CLAIMS OR DISPUTES HEREUNDER. ANY LAWSUIT OR OTHER ACTION, REGARDLESS OF FORM, INCLUDING, WITHOUT LIMITATION, AN ACTION FOR BREACH OF WARRANTY, MUST BE COMMENCED WITHIN ONE YEAR AFTER THE LATER OF: (A) DATE ON WHICH THE WARRANTY CLAIM OR OTHER CAUSE OF ACTION OCCURRED; OR (B) DATE ON WHICH THAT PARTY KNEW OR SHOULD HAVE KNOWN OF SUCH WARRANTY CLAIM OR OTHER CAUSE OF ACTION.

11.0  International Use.  The Services may be subject to United States export control regulations or the export control regulations of other countries. You agree to comply strictly with all applicable export control laws, and assume sole responsibility for obtaining licenses to export or re-export as required.

12.0  Third Party Beneficiaries.  You acknowledge that the Services may be provided by third party service providers, in whole or in part, and agree that such service providers are intended to be the beneficiaries of this Agreement with the right to enforce the terms of the Agreement directly against you.

13.0  General.  lnContext Solutions and its service providers will not be responsible for any delay providing the Services due to conditions beyond their reasonable control. If any provisions in the TOS are, for any reason, held invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, such provisions will  be  deemed  severable  and  such  invalidity, illegality  or  un-enforceability will  not  affect  any  other provisions, all of which will be enforced. The TOS shall constitute the entire agreement and understanding between  the  parties  concerning  the  subject  matter  hereof  and  supersedes all  prior  agreements  and understanding of the parties with respect thereto. No Party has relied on any warranty or other statement not included herein. No change or modification will bind the Parties unless it is a written document executed by an authorized representative of 3M. Failure by either Party to require strict performance will not be a waiver of a Party’s right subsequently to require such strict performance.  All   representations, warranties, indemnifications, and other covenants contained herein will survive to the full extent necessary to protect the Party in whose favor they run.  This Agreement may not be transferred or assigned without the express, written consent of lnContext Solutions.   All amendments to this Agreement shall be in writing expressly referencing this Agreement, executed by an authorized representative of lnContext Solutions.