END USER LICENSE AGREEMENT

Last Modified: 9-1-2022
  1. Acceptance of the Terms of Use. These terms of use are entered into by and between you and Ad Astra Integrity Measurement Systems and its brand Invary (collectively, “Company,” “Ad Astra,” “we,” us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference(collectively, these “Terms of Use”), govern your access to and use of www.invary.com,including any content, functionality and services offered on or through this website (collectively, the “Website”).
    Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Notice, incorporated herein by reference and made part of these Terms of Use. If you do not want to agree to these Terms of Use or the Privacy Notice, you must not access or use the Website.
  2. Changes to the Terms of Use.We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Websites following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page periodically, so you are aware of any changes, as they are binding on you.
  3. Accessing the Website. We reserve the right to withdraw or amend this 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, including registered users.
    You are responsible for:
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    a) Making all arrangements necessary for you to have access to the Website.
    b) Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
  4. Intellectual Property Rights.The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

    These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
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    a) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
    b) You may store files that are automatically cached by your Web browser for display enhancement purposes.
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    You must not:
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    a) Modify copies of any materials from this site.
    b) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
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    You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

    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 the 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. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Ad Astra. 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.
  5. Trademarks.The Ad Astra name and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors including, but not limited to, Invary. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
  6. 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:
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    a) 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).
    b) To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
    c) To transmit or procure the sending of any advertising or promotional material [without our prior written consent], including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation.
    d) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
    e) 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 the Company or users of the Website, or expose them to liability.
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    Additionally, you agree not to:
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    a) 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.
    b) 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.
    c) 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.
    d) Use any device, software or routine that interferes with the proper working of the Website.
    e) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    f) 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.
    g)Attack the Website via a denial-of-service attack or a distributed denial-of- service attack.
    h) Attempt to interfere with the proper working of the Website.
  7. 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.

    Our Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Ad Astra, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Ad Astra. 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.
  8. Changes to the Website.We may update the content on this 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.
  9. Privacy Practices.All information we collect on the Website is subject to our Privacy Notice. By using the Websites, you consent to all actions taken by us with respect to your information in accordance with our Privacy Notice.
  10. Links to External Websites.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 this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  11. Disclaimer of Warranties.AD ASTRA DOES NOT WARRANT THAT ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR THAT THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THIS WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY PRODUCTS OR SERVICES RELATED TO OR OTHERWISE OFFERED THROUGH IT, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT. AD ASTRA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED ON OR THROUGH THE WEBSITE.
    YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, PRODUCTS AND SERVICES RELATED TO SUCH WEBSITES, AND LINKED WEBSITES. AD ASTRA DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.
  12. Limitation on Liability.TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL AD ASTRA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, ANY PRODUCTS OR SERVICES OFFERED OR PURCHASED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  13. Indemnification.You agree to defend, indemnify and hold harmless Ad Astra, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising directly or indirectly out of or in connection with: (i) your use or misuse of the Website;(ii) your breach of these Terms of Use or our Privacy Notice;(iii) your violation of law; or (iv) your infringement of third party intellectual property rights or privacy rights.
  14. Governing Law and Jurisdiction.All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims),shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule (whether of the State of Kansas or any other jurisdiction).
    Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Kansas, in each case located in the City of Lawrence and County of Douglas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.
  15. Arbitration.We will try to work in good faith to resolve any issue you have with the Website, including products or services purchased through the Website, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.
    You and Ad Astra agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use, or your use of the Website shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery considering the issues involved and the amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Ad Astra are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Ad Astra.
    If you desire to assert a claim against Ad Astra, and you, therefore, elect to seek arbitration, you must first send to Ad Astra, by certified mail, a written notice of your claim (“Notice”).The Notice to Ad Astra should be addressed to: Ad Astra, Attn: LEGAL NOTICE, 2029 Becker Dr., Lawrence, KS66047 (“Notice Address”).If Ad Astra desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the mostrecent address we have on file or otherwise in our records for you. A Notice,whether sent by you or by Ad Astra, must (a) describe the nature and basis ofthe claim or dispute; and (b) set forthspecific relief sought (“Demand”). If Ad Astra and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ad Astra may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Ad Astra or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Ad Astra receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than USD $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Ad Astra and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Ad Astra’s last written settlement offer made before an arbitrator was selected (or if Ad Astra did not make a settlement offer before an arbitrator was selected), then Ad Astra will pay you the amount of the award or USD $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorney’s fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided bylaw.
    YOUAND AD ASTRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR ORITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ad Astra agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
    If this Agreement to Arbitrate provision is found to be unenforceable, then: (i)the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (ii) exclusive jurisdiction and venue for any claims will be instate or federal courts located in and for Douglas County, Kansas. Both Ad Astra and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.
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  16. Waiver and Severability.  No waiver by the Company 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, and any failure of the Company 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 the Terms of Use will continue in full force and effect.
  17. Entire Agreement. The Terms of Use and our Privacy Notice constitute the sole and entire agreement between you and Ad Astra 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.
  18. Contact Us. If you have any questions about these Terms of Use, please contact us at:
    Ad Astra Integrity Measurement Systems, Inc.
    2029 Becker Dr.
    Lawrence, KS 66047
    Tel.: (785) 832-2821


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