PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY USING THE PRODUCTS AND SERVICES PROVIDED BY Valnow dba Valnow, YOU ACCEPT AND AGREE TO THEM. PLEASE ALSO READ OUR PRIVACY POLICY. June 7, 2022

These Valnow Terms of Service (these “Terms”) explain the relationship between Valnow LLC dba Valnow (“Valnow”, “we” or “us”) and you when you use “Valnow Products or Services”. Valnow LLC is a Colorado Limited Liability Company, located at 5345 Arapahoe, Suite 6, Boulder, Colorado 80303.

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM AN AGREEMENT BETWEEN YOU AND Valnow LLC BY USING THE Valnow PRODUCTS OR SERVICES YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT.

IF YOU ARE USING THE Valnow PRODUCTS OR SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND Valnow LLC AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

1. License Grant

The Valnow Products or Services are owned by Valnow LLC and are licensed, not sold, to you. Valnow grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Valnow Products and Services subject to the limitations set forth in these Terms, any and all other terms and policies set forth in the Tuco Tec Products or Services. You acknowledge that the source code for the Valnow Products or Services and other trade secrets embodied in the Valnow Products or Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Valnow.

2. Use of Valnow Products or Services

2.1 Free Trial and Payment

Valnow may offer either a free trial usage of Valnow Products or Services. Following the free trial period, you will be required to prepay for Valnow Products or Services online with your Credit Card.

Valnow Products or Services fees are listed on the website. Valnow reserves the right to change the Fee Schedule anytime.

Online payments:

Valnow does not store or process any of your credit card data but relies entirely on www.paypal.com to handle these functions for online payments.

Your Valnow Products or Services will not be available until payment arrangements have been finalized.

To cancel Valnow Products or Service, use Valnow support email address support@val-now.com to request the cancellation . We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request.

We are not responsible for refund delays.

All payments:

If any payment due Valnow is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.

Refunds:

Refunds are initiated with a two-step process.
Step 1 – You email support@val-now.com your refund request.
Step 2 – Valnow replies to your email acknowledging receipt of the refund process. Until both steps are complete, no refund will be processed.

Refunds will be based on the amount of the initial payment less the single analysis retail purchase price for each of the analyses that were completed prior to Step 2 of the refund process.

Termination:

You can terminate your contract anytime. Send your request using Valnow support email address support@val-now.com.

Unused subscription due to early termination will not be reimbursed.

2.2 Your Responsibilities

You are responsible for providing the equipment and services that you need to access, the Tuco Tec Products or Services. Valnow does not guarantee that the Valnow Products or Services are accessible on any particular equipment or device or with any particular software or service plan.

You are responsible for all activities that occur through your Login Credentials, whether or not authorized by you. Please do not share your Login Credentials with any other person.

You will use the Valnow Products or Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the Valnow Products or Services. You agree that you will not use the Valnow Products or Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the Valnow Products or Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.

The Valnow Products or Services allow you to upload, transmit and use information and other content to and through the Valnow Products or Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content.

Except as specifically permitted in these Terms or expressly authorized in writing by Valnow, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the Valnow Products or Services; (b) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the Tuco Tec Products or Services; or (c) permit any third party to engage in any of the acts described in clauses (a) and (b).

You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Valnow Products or Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the Valnow Products or Services; (y) use any means to discover the source code of the Valnow Products or Services or to discover the trade secrets in the Tuco Tec Products or Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Valnow Products or Services.

You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the Valnow Products or Services.

2.3 Our Responsibilities

Valnow is responsible for providing the Valnow Products or Services in accordance with these Terms and all applicable laws, rules and regulations.

We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the Valnow Products or Services.

Valnow reserves the right but is not obligated to improve, enhance or modify the Valnow Products or Services. We will notify you in advance of changes to the Valnow Products or Services that may significantly adversely affect the manner in which you use the Valnow Products or Services or the manner in which the Valnow Products or Services perform.

Valnow is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, software, services and other materials of third parties with which you may interact when you use the Valnow Products or Services (collectively, “Other Services”). YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.

2.4 Availability

We use commercially reasonable efforts to make the Valnow Products or Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, unscheduled downtime and/or any cause beyond our reasonable control (including without limitation natural disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).

3. Warranties

We warrant that we have validly entered these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the Valnow Products and Services.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE Valnow Products and Services ARE SUPPLIED TO YOU ON AN "AS IS" BASIS AND THAT USE OF THE Valnow Products and Services IS AT YOUR SOLE RISK. Valnow HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE Valnow PRODUCTS AND SERVICES AND THE USE, PERFORMANCE, OPERATION AND SUPPORT THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, ACCURACY, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. TUCO TEC DOES NOT WARRANT THAT (A) THE Valnow PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE Valnow PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE TUCO TEC PRODUCTS AND SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, (D) DEFECTS IN THE Valnow PRODUCTS AND SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY Valnow OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

4. Limitation of Liability

Valnow’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE Valnow Products OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL TUCO TEC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS. IN NO EVENT WILL Valnow BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE Valnow Products OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF Valnow HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that Valnow would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.

5. Ownership

The Valnow Products or Services, including the "look and feel" (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that Valnow owns all right, title and interest in and to the Tuco Tec Products or Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Valnow’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the Valnow Products or Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to Valnow by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Valnow or otherwise relating to the Valnow Products or Services (collectively, “Revisions”), are and will remain the property of Valnow. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Valnow Products or Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Valnow and Valnow may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Valnow any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by Valnow, you will execute any document, registration or filing required to give effect to the foregoing assignment.

6. Indemnification

You agree to indemnify and defend Valnow and its affiliates, directors, officers, employees and agents from and against all Claims brought against Valnow by any third party arising from your use of the Valnow Products or Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. Valnow reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Valnow may be made without Valnow prior written approval.

7. Modifications to Terms

We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Valnow Products or Services after the “Last Revised” date at the top of this page. Your continued access or use of the Valnow Products or Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.

8.Termination

These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the Valnow Products or Services in your possession or control. Termination will not limit any of Valnow’s other rights or remedies at law or in equity.

9. Taxes

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Valnow Products or Services by any authority.

10. Remedies

You agree that a breach or a threatened breach of these Terms will cause injury to Valnow for which money damages will not provide an adequate remedy and Valnow will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

11. Miscellaneous

These Terms may not be modified except by a writing executed by the duly authorized representatives of Valnow. No other act, document, usage, or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by Valnow, but you may not assign them without the prior express written consent of Valnow.

If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.

These Terms, together with our Privacy Policy, contain the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

Please direct questions regarding these Terms to support@val-now.com with “Terms of Service” in the subject line.