Debris Optics Application
TERMS OF USE

Please read these Terms of Use carefully before using the Debris Optics mobile application ("App"). By downloading, accessing, or using the App, you agree to be bound by the terms herein, as well as by the terms of the associated End User License Agreement (“EULA” or “License Agreement”). The terms set forth in this Terms of Use and the associated License Agreement shall be referred to herein, individually and collectively, as the “Terms”.

If you do not agree to the Terms, do not use the App.

Volkert, Inc. (“Volkert”), as the developer and licensor of the App,requires assent to the Terms as a condition of its use. The terms provided herein constitute a legally binding agreement between you, whether personally or on behalf of an entity, (in either case referred to as the “User” or “you”) and Volkert which shall govern all access to and use of the App and its services (“Services”).

As User, you agree that by accessing the App and making use of its Services you are acknowledging that you have read, understand, and agree to be bound by all of the Terms. IF YOU DO NOT AGREE WITH ALL OF THE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP IN ANY MANNER AND YOU ARE OBLIGATED TO DISCONTINUE USE OF THE APP IMMEDIATELY

1.1 The Services provided by the App are for use in accordance with the App’s purpose, which is to assist corporate users, partners, contractors, and other authorized individuals or entities in the monitoring, documenting, and managing of debris within designated areas. Use of the App is strictly limited to the authorized purposes, as so defined.

1.2 The App is not held out as being tailored to comply with any industry-specific laws and/or regulations. If your usage and/or interactions would be subject to such laws, you agree to assume sole liability for ensuring your usages comply with any laws or regulations applicable to the work. This App may not be used in any way that would violate the law.

2.1 The App, including its software, design, logos, and content, is the property of Volkert and is protected under intellectual property laws. Any unauthorized use of logos, design features, content arrangement or content, etc. may constitute copyright infringement.

2.2 You, as User, may not modify, copy, reverse-engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works from or updates of, adapt, or attempt to derive the source code of the App or any part of the App, except in accordance with permissions as provided for in the License Agreement.

2.3 Except where otherwise expressly authorized under the Terms, you are forbidden from copying or altering the App or any portion of the App in any way, and you may not distribute the App without prior written consent. You are only allowed to create and store copies for back-up purposes on devices owned or controlled by you, and you may not, at any time, remove any intellectual property notices from such copies. You hereby agree that no unauthorized third parties will be provided access to the App or such copies as may be made in accordance with this section and, if you sell or otherwise transfer control of your device to a third party, you agree to remove the App from the device before doing so. You will be liable for any damages resulting from its failure to comply with the terms of this section.

2.4 Any breach of Volkert’s intellectual property rights will constitute a breach of the Terms and will result in the immediate termination of your right to use the App and its Services and termination of your license under the License Agreement. Further, violation of any obligations set out in this section, or the attempt to perpetrate such infringement, may be subject to prosecution and could result in the award of damages

2.5 You have no rights of creation or ownership in any data which you may enter into the App as part of any data collection duties assigned by Volkert or other authorized entities. In accordance with the intended purpose of the App, all data input by you shall be, at all times and in all forms, fully available to Volkert to use at its discretion, subject to Volkert’s obligations under the Privacy Policy.

3.1 Subject to your full compliance with the Terms, and as set forth in the License Agreement, the terms of which are incorporated fully into this document, Volkert has granted you a nonexclusive, non-transferable, revocable license to access the App and the Services it provides and, where applicable, to download and/or print a copy of any material within the App to which you are entitled to have access in accordance herewith, solely for use in connection with the intent and purpose of the App and your work in furtherance thereof.

3.2 Except as set forth in this section or elsewhere in the Terms, no Services or material produced or data gathered, organized or stored thereunder may be copied, reproduced, uploaded, posted, publicly displayed, republished, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose, without Volkert’s express written permission.

3.3 Volkert reserves all rights not expressly granted to you under the Terms.

4.1 THE APP AND ITS SERVICES ARE PROVIDED “AS-IS’ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VOLKERT MAKES NO WARRANTY THAT THE APP AND ITS SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

4.2 VOLKERT ASSUMES NO LIABILITY FOR THE EFFECTS OF ANY FAILURE OF SERVICES OR HARDWARE MALFUNCTION WHICH MAY IMPACT THE APP OR ITS SERVICES AT ANY TIME. NEITHER DOES VOLKERT MAKE ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT THEREIN.

4.3 TO THE EXTENT PERMITTED BY LAW, VOLKERT EXPRESSLY DISCLAIMS LIABILITY AND RESPONSIBILITY FOR ERRORS, MISTAKES, OR INACCURACIES OF CONTENT WITHIN THE APP, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND RESULTING FROM USER’S ACCESS OF THE APP OR USE OF ITS SERVICES; ANY INTERRUPTIONS OF SERVICES OR UNAUTHORIZED ACCESS OF INFORMATION STORED IN OR UPLOADED TO OR FROM THE APP; ANY VIRUSES, TROJAN HORSES, OR SIMILAR WHICH MAY TRANSMITTED THROUGH THE APP BY ANY THIRD-PARTY; OR ANY OTHER LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF THE APP OR ITS SERVICES OR ANY DATA OR CONTENT POSTED, UPLOADED, TRANSMITTED, TRANSFERRED, OR OTHERWISE MADE AVAILABLE BY VIRTUE OF USER’S USE OF THE APP AND ITS SERVICES.

4.4 AS THE USER, YOUACCEPT ALL RISK ARISING OUT OF USE OF THE APP AND ITS SERVICES.

5.1 TO THE EXTENT PERMITTED BY LAW, VOLKERT AND ITS EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS SHALL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, DATA LOSS, OR OPERATIONAL ISSUES RESULTING FROM THE USE OF OR INABILITY TO USE THE APP.

5.2 WITHOUT LIMITING THE FOREGOING, NEITHER VOLKERT, NOR ANY PARTY INVOLVED IN DEVELOPING, PRODUCING, DELIVERING, OR MAINTAINING THE APP AND ITS SERVICES SHALL BE LIABLE FOR ANY PERSONAL INJURY, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOOD WILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR ANY COST FOR SUBSTITUTE SERVICES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO ACCESS OR USE) THE APP AND ITS SERVICES OR IN CONNECTION WITH THE TERMS, REGARDLESS OF WHAT LEGAL THEORY (SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, CLAIMS IN WARRANTY, CONTRACT, TORT/NEGLIGENCE, PRODUCT LIABILITY, ETC.) UNDER WHICH SUCH CLAIMS MAY BE MADE.

5.3 TO THE EXTENT PERMITTED BY LAW, VOLKERT’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE APP AND ITS SERVICES OR THE TERMS EXCEED THE AMOUNT, IF ANY, YOU HAVE PAID TO VOLKERT FOR USE OF THE APP AND ITS SERVICES OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO VOLKERT IN ASSOCIATION WITH THE USE OF THE APP, THEN ONE HUNDRED DOLLARS ($100).

5.4 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND VOLKERT UNDER THESE TERMS.

5.5 IF YOU ARE NON-EMPLOYEE USER (NOT A VOLKERT EMPLOYEE), YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ANY ADDITIONAL TERMS OR OBLIGATIONS ARISING FROM YOUR OR YOUR ENTITY’S RELATIONSHIP WITH VOLKERT.

6.1 AS USER, YOU HEREBY ACKNOWLEDGE YOUR OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD VOLKERT AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, DEMANDS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE APP, WHETHER SUCH CLAIMS MAY ARISE OUT OF YOUR IMPROPER INSTALLATION, MODIFICATION, OR DISTRIBUTION OF THE APP OR OUT OF YOUR REGULAR USE OF THE APP IN THE COURSE OF BUSINESS, OR OTHERWISE, EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM VOLKERT’S INTENTIONAL MISCONDUCT.

7.1 By accessing the App and using its Services, you represent and warrant that:

• 7.1.1 All information you submit will be true, accurate, current, and complete to the best of your knowledge
• 7.1.2 You will maintain the accuracy of such information and promptly update such information as necessary for it to remain current
• 7.1.3 You have the legal capacity to agree to comply with these Terms
• 7.1.4 You are not under the age of 18;
• 7.1.5 You will not use the App or its Services for any illegal or unauthorized purpose
• 7.1.6 You will not use the App or its Services in such a way as to violate any law or regulation.

8.1 You may not access the App or use its Services for any purpose other than that for which Volkert has made the App and its Services available. In particular, the App and its Services may not be used in connection with any commercial endeavors, except those that are specifically endorsed and approved by Volkert.

8.2 As a User, you hereby agree that you will not:

• 8.2.1 Systematically retrieve data or other content from the App to create or compile a collection, database, or directory without written permission from Volkert;
• 8.2.2 Reverse-engineer, disassemble, deconstruct, attempt to derive the source code, or decrypt the App;
• 8.2.3 Make any modification, adaptation, translation, enhancement, or derivative work from the App;
• 8.2.4 Circumvent, disable, or otherwise interfere with security related features of the App;
• 8.2.5 Make the App available to unauthorized third parties or make the App and its Services available over a network or otherwise permit use by multiple devices or users simultaneously;
• 8.2.6 Use the App in efforts to create an application, service, or other product which would be, either directly or indirectly, a competitor of the App;
• 8.2.7 Engage in any automated use of the App’s systems, such as using scripts, data mining, robots, or similar data gathering and extraction tools;
• 8.2.8 Interfere with or create an undue burden on the App or its Servies or the networks connected thereto;
• 8.2.9 Attempt to impersonate another user;
• 8.2.10 Use the App or its Services as part of any effort to compete with Volkert or otherwise use the App and its Services or content for any revenuegenerating activity or commercial enterprise;
• 8.2.11 Attempt to bypass any measures designed to prevent or restrict access to the App or its Services or any portion thereof;
• 8.2.12 Make improper use of Volkert’s support services or submit false reports of abuse or misconduct.
• 8.2.13 Delete the copyright or other proprietary rights notice from any portion of the App;
• 8.2.14 Upload or transmit any type of virus that would interfere with the use or function of the App or its Services or would modify, alter, interfere with, or or disrupt the App’s functioning or its Services (or attempt to do so); or
• 8.2.15 Utilize the App or its Services in a manner that would constitute a violation of any laws or regulations applicable thereto.

9.1 Volkert reserves the right to make changes or modifications to the Terms as deemed necessary in Volkert’s sole discretion. Changes will be communicated through the updating of the “Last Updated” date on these Terms, and you hereby waive any right to receive specific notice of each such change.

9.2 As User, you acknowledge your responsibility to periodically review the Terms to stay informed as to the implementation and nature of any updates. Your continued use of the App after the posting date of such modifications shall be deemed sufficient to indicate your awareness of and acceptance of any changes which may be made through such revisions.

10.1 As User, you acknowledge that Volkert cannot guarantee that the App and its Services will be available at all times. Hardware, software, or other problems are an unavoidable part of the mobile application landscape, and such may result in delays, interruptions, or errors. You hereby agree that Volkert shall have no liability for any loss, damage, or inconvenience caused by your inability to access the App or use its Services at any time, regardless of the reason and whether such occurs with or without notice to you. Nothing in these Terms shall be construed to obligate Volkert to maintain and/or support the App or its Services or to supply any updates or corrections in connection with its use.

10.2 Although the App may perform regular back-ups of data which you may enter, transmit, or upload in association with your use of the App and its Services, you, as the User, are solely responsible for all data you upload, enter, add, or transmit in relation to any activity undertaken in the use of the App and its Services. As User, you hereby agree that Volkert shall have no liability to you for any loss or corruption of any such data and waive any right of action against Volkert or its employees, agents, officers, and affiliates, which may arise from such a loss or such corruption of data.

11.1 In addition to all rights of Volkert to terminate the license to use the App and its services which you have been granted under the incorporated License Agreement, and without limiting any other provisions set forth in the Terms, Volkert, in its sole discretion, reserves the right, without the need to provide notice and without incurring any liability to you or others, to deny access to and/or use of the App and its Services to any person without the need to provide a reason for such termination or restriction of use. Such termination may be implemented for any reason or no reason, including without limitation, breach of warranty, representation, or any of the Terms, or violation of any applicable law or regulation. Volkert reserves the right to terminate your use of the App and/or its Services, take possession of any data currently or previously uploaded to the app by you for purposes of completing any work assigned by Volkert or authorized entities associated therewith, and/or delete your account and any information it deems necessary, without warning and at Volkert’s sole discretion.

11.2 If Volkert terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name or the name of a third party, even if you may be legitimately acting on behalf of a third party, without prior written permission from Volkert.

11.3 In addition to terminating your account, Volkert reserves the right to take any legal action it deems appropriate, including the pursuit of civil, criminal, and injunctive relief, without limitation.

12.1 In any dispute, controversy, or claim related to the Terms or the license granted hereby brought by either User or Volkert (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate the dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations will be deemed to have commenced upon written notice of dispute from one Party to the other.

12.2 If the Parties are unable to resolve said dispute through informal negotiations, the dispute will be finally and exclusively resolved through binding arbitration. USER AND VOLKERT BOTH HEREBY WAIVE ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. The Parties’ arbitration fees and share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Mobile County, Alabama.

12.3 The Parties agree that any arbitration shall be limited to the dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a classaction basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

12.4 If, after exhaustion of the process set forth hereunder for any reason, a dispute progresses to litigation, the Parties agree that the case shall be commenced or prosecuted in the state and federal courts located in Mobile County, Alabama , and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

13.1 This App may integrate with third-party services or platforms. Use of such services is subject to the terms and conditions of those providers.

13.2 External users must adhere to these Terms and to any additional agreements governing their relationship with Volkert. Where a conflict may arise between the Terms and any such additional agreements, with respect to the usage of the App and its services, the Terms set forth herein shall govern.

14.1 You hereby consent to receiving electronic communications in relation to the App and this Agreement and agrees that all notices, disclosures, and other communications provided electronically by Volkert will be considered sufficient to satisfy any legal requirements with respect to providing the same in writing. You also agree to the use of electronic signatures and to use of electronic means of delivery of all notices, policies, and transactional records completed on relation to the App, the Terms, and any agreements associated with them and hereby waive any rights or requirements under any laws, regulations, statutes, rules, ordinances or similar in any jurisdiction which may require an original signature or delivery or retention of non-electronic notice or records.

15.1 In the event that you wish to file a complaint or concern or make a suggestion for improvement with regard to the App or its Services, or should you require further information regarding the App or its Services, Volkert may be contacted at the following email address: legal@volkert.com

15.2 You hereby acknowledge that by sending Volkert any idea or suggestion for improvement, or questions, comments, or constructive feedback which may lead to the development or implementation of such improvements or any modifications to the App or its Services, you are assigning to Volkert all intellectual property rights in such submission and any resulting improvements, modifications, technological advancements, or similar which may result, directly or indirectly, from such suggestion. You also agree that Volkert shall have immediate and full ownership of the material included within such submissions and be entitled to unrestricted use, commercial or otherwise, of same without any requirement for acknowledgement of or compensation to you.

16.1 Entire Agreement. The Terms set forth herein, in conjunction with any policies or additional operating rules posted by Volkert with respect to the App and its Services, constitute the entire agreement between you and Volkert with respect to the App and its Services.

16.2 Non-Waiver. Any failure of Volkert to enforce or exercise any right or provision set forth hereunder shall not be deemed to establish a waiver of that right or provision in any manner with respect to the relationship created hereunder.

16.3 Severability. If any provision of the Terms is found to be unlawful, unenforceable, or void, that provision shall be deemed severed from the remainder of the Terms and such severance will in no way impact the enforceability or validity of the remaining provisions herein.

16.4 Assignment. Volkert is free, at any time, to assign its rights or obligations with respect to the App and its Services and the relationship created between you and Volkert by agreement to the Terms.

16.5 Construction. You hereby agree that the Terms herein shall not be construed against Volkert by virtue of Volkert’s drafting of such Terms.

By using the App, you are affirmatively acknowledging that you have read, understand, and are freely agreeing to all Terms included within and incorporated into this document.