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These inSpec (Powered by Zurn) Terms of Service (“Terms”) govern your access to and use of the online guided configuration experience for building projects, known as inSpec, made available to you by Zurn Industries, LLC (together with its affiliates, “Zurn,” “we,” “us,” or “our”) at a web address designated by Zurn. The website, software, their contents, and all underlying technology are together referred to below as “inSpec.” These Terms apply to all users of inSpec.
CLASS ACTION WAIVER
: By accessing or using inSpec, you agree to give up, and you hereby waive, any rights to participate in a class action lawsuit or representative action with respect to any disputes or claims arising out of or relating to these Terms or inSpec.
1. License; Term.Provided you comply with these Terms, Zurn grants you a limited, nonexclusive, revocable, nonassignable, nontransferable, nonsublicensable license to access and use inSpec solely for your own internal business purposes. As used in these Terms, “inSpec” includes all building project configurations, files, documents (e.g., specification sheets, schedules, and submittal documents), and related content (together referred to below as “Projects”). These Terms begin upon your creation of an inSpec account and will continue in effect until termination in accordance with these Terms. If you do not agree to these Terms, do not create an account.
3. Intellectual Property Rights. inSpec, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, is exclusively the property of Zurn or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Zurn or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. inSpec may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by Zurn to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Zurn. Copyright © 2018 Zurn Industries, LLC. All rights reserved.
4. Compliance with Laws.You are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions with respect to your use of inSpec.
5. Restrictions on Your Use of inSpec.
• You may download and print one copy of inSpec’s visible content for your own internal business purposes, provided you do not modify or delete any copyright, trademark, or other proprietary notices. You may also share Projects and Project documents as described below. You will not otherwise copy, reproduce, display, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of inSpec or any part of inSpec without Zurn’s prior written consent.
• You will not use inSpec for unlawful purposes.
• You will not use inSpec as part of any effort to compete with Zurn or to provide services as a service bureau.
• You will not use inSpec to develop, create, produce, enhance, or add to any database. You will not develop, assist in developing, or have developed on behalf of yourself or any other person any software, technology, or services that compete with or are substantially similar to inSpec. You will not access, use, or analyze inSpec for any purpose that is to Zurn’s detriment or commercial disadvantage.
• You will not submit inaccurate, incomplete, or out-of-date information via inSpec, commit fraud or falsify information in connection with your use of inSpec, or act maliciously against the business interests or reputation of Zurn.
• You will not impersonate or attempt to impersonate another person.
• You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from inSpec for purposes of creating or compiling that content for any purpose other than your authorized use of inSpec as permitted by these Terms.
• You will not access, use, or copy any portion of inSpec, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
• You will not post or send unsolicited messages, chain letters, spam, or junk mail.
• You will not use inSpec to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate inSpec or any computers, hardware, software, system, data, or networks.
• You will not engage in activities that aim to render inSpec or associated services inoperable or to make their use more difficult.
• You will not harass, annoy, intimidate, or threaten any Zurn employees, contractors, agents, or representatives engaged in providing inSpec.
6. Your Account. To sign up for an inSpec account you must request a verification code through our website. You must provide your email address in order to request a verification code. Zurn (or its applicable third-party supplier) will then send you a verification code that you can use to create your inSpec account. You are responsible for maintaining the confidentiality of any information you use in connection with inSpec, including your username and password. You are responsible for all activity on your inSpec account. If you believe someone else has accessed your account, please change your password and notify us immediately at email@example.com. You warrant that all information you provide to us in connection with your access to and use of inSpec is true, accurate, and complete to the best of your knowledge and belief. You will not sell or otherwise transfer your inSpec account to or share your inSpec customer account with any other person. Your inSpec account is personal to you.
7. Account Suspension, Deactivation, and Termination. Zurn may, for any reason and in its sole discretion, suspend, deactivate, or terminate your inSpec account or your use of inSpec, and may terminate these Terms, without notice or liability, including if you breach these Terms, upon any unauthorized use of your username or password, if you act in an abusive manner, if you act in a manner inconsistent with applicable laws or regulations, or if it becomes no longer commercially viable to provide inSpec to you. You may terminate your account at any time by contacting us using the contact information below. You understand that any User-Generated Content (as defined below) you have provided may remain in our back-up systems and may continue to be accessible by those with whom you have shared Projects or Project documents. Upon any termination of your account or these Terms you must immediately stop accessing and using inSpec.
8. Sharing Projects and Project Documents. You understand that you, alone, are responsible any Projects you configure, create, arrange, or develop using inSpec. inSpec allows you to share access to your Projects via email with other inSpec users at your company (i.e., anyone who uses the same email domain as you do). For this reason, please make sure you use your company email address when signing up for inSpec. Those recipients will be able to use the link in that email to view, edit, and save any Projects you send them and will be able to share access to those Projects (and to certain Project documents) with others, whether or not they have an inSpec account. inSpec also allows you to share links to certain types of Project documents (e.g., specification sheets and P-schedules) via email with individuals who do not have the same email domain as you do, regardless of whether or not that person has an inSpec account. Those recipients will be able to view and download the Project documents you send them. The emails generated when you choose to share Projects or Project documents with others may not be encrypted and we cannot guarantee that those emails or their links are completely secure. As such, there is some risk that information and links contained in those emails (including access to Projects and Project documents) may be misdirected, disclosed to, or intercepted by unauthorized third parties. By choosing to share Projects or Project documents with others, you accept and consent to these risks. Please note that the links generated when you choose to share Projects or Project documents via email with others will only work for a limited period of time. Recipients who need to access Projects or Project documents after those links expire should download the applicable documents using the provided link. Additionally, please keep in mind that, once recipients have access to Projects or Project documents that you share with them, you will not have any control over how or with whom those recipients may decide to further share those Projects or Project documents. If you delete or modify Projects or Project documents in inSpec, you understand that the unmodified versions may remain in our back-up systems and that individuals with whom you have shared or who have otherwise accessed those unmodified Projects or Project documents may continue to have access to and use them.
9. Additional Terms for Zurn Sales Reps. If you are a Zurn sales representative (“Sales Rep User”) and are using inSpec in your capacity as a Zurn sales representative, then these Terms are incorporated into the sales representative agreement in place between you and Zurn. To the extent any provision of that agreement conflicts with any provision of these Terms with respect to your access to or use of inSpec, the sales representative agreement will control. You will not disclose to any person or entity any confidential information of any inSpec user or other actual or prospective Zurn customer to which you have access via inSpec, including without limitation Projects and Project documents. Additionally, inSpec allows Sales Rep Users to share full access to Projects via email with others, even if they do not use the same email domain as you do. As discussed above for inSpec users generally, you understand that, when you share access to Projects, the recipients will be able to view, edit, and save any Projects you send them and will be able to share access to those Projects (and to certain Project documents) with others, whether or not they have an inSpec account.
10. User-Generated Content.
A. inSpec allows you to create, transmit, upload, distribute, and otherwise provide designs, data, text, images, and other content via inSpec, including for purposes of generating and sharing Projects and Project documents, and to respond to content other users have shared with you (together, “User-Generated Content”). User-Generated Content is neither generated nor controlled by Zurn. Zurn is not responsible for any User-Generated Content. You are responsible for all User-Generated Content that you provide and for the legality, originality, and appropriateness thereof. Please keep in mind that the User-Generated Content you provide may be available to other inSpec users as described above.
B. By providing User-Generated Content you warrant that you are the creator or owner of that User-Generated Content or that you otherwise have the rights, permissions, and consents necessary to provide that User-Generated Content to us. By providing User-Generated Content, you agree not to claim that any use of that User-Generated Content by us or any third party infringes or violates your or any other person’s intellectual property rights or other rights. You retain any copyright or other intellectual property right you may have in User-Generated Content that you provide, subject to the license granted to Zurn below.
C. User-Generated Content is not monitored. Zurn reserves the right to, but does not have the obligation to, at any time and for any reason, review, prescreen, edit, modify, and delete User-Generated Content. Zurn has no obligation to archive or otherwise store any User-Generated Content.
D. If you provide User-Generated Content, you grant Zurn a perpetual, irrevocable, transferable, assignable, sublicensable, royalty-free, fully paid-up, worldwide license to copy, reproduce, implement, modify, adapt, reformat, prepare derivative works of, store, publish, perform, display, license, sell, exploit, and otherwise use and distribute (in all media and distribution methods now known or later developed) that User-Generated Content. You understand that this license allows us to make User-Generated Content you provide to other persons and entities, including other users of inSpec, and to develop and market products and services with no compensation paid to you.
11. Availability. Any features, materials, products, or services made available through inSpec are subject to availability. Zurn may change inSpec and the features, materials, products, and services made available through inSpec at any time without notice or liability.
INSPEC IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. ZURN MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL, DATA, AND OTHER INFORMATION ON INSPEC (EXCLUDING ANY USER-GENERATED CONTENT) IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY CAN BE GUARANTEED. ZURN DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF INSPEC. ZURN DOES NOT WARRANT OR GUARANTEE THAT INSPEC WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN INSPEC WILL BE CORRECTED, OR THAT INSPEC OR THE SERVERS THAT MAKE INSPEC AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. ZURN IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON INSPEC. ZURN DOES NOT WARRANT THAT INSPEC WILL ALLOW YOU TO COMPLY OR ENSURE YOUR COMPLIANCE WITH ANY REGULATORY PROGRAMS OR APPLICABLE LAWS OR REGULATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZURN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO INSPEC, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, NONINFRINGEMENT, AND ANY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. ZURN HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION. WE DO NOT WARRANT OR ENDORSE ANY USER-GENERATED CONTENT. ALL USER-GENERATED CONTENT IS SOLELY THE REPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER-GENERATED CONTENT. WE MAKE NO REPRESENTATION THAT INSPEC IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS OR USE INSPEC FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS. YOUR USE OF INSPEC IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM INSPEC, AND ANY OTHER DAMAGE THAT MAY BE INCURRED. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM ZURN OR IN ANY MANNER FROM INSPEC CREATES ANY WARRANTY.
13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZURN, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “ZURN PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH INSPEC OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, INSPEC (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO INSPEC), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A ZURN PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING INSPEC. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL ZURN PARTIES’ LIABILITY TO YOU EXCEED $100, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Indemnification. You will indemnify, defend, and hold harmless Zurn Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys’ fees) that arise out of or in connection with your access to or use of inSpec, your misuse of or reliance on any Projects or Project documents, data, or other information or documentation downloaded or otherwise obtained from inSpec, your submission of information (including personal information) using inSpec, your provision of User-Generated Content, your violation of or noncompliance with applicable laws or regulations, or your breach of these Terms. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
16. Force Majeure. Zurn will not be liable to you for any delay or other failure to perform under these Terms that is due to causes beyond Zurn’s control, including without limitation acts of God, acts of a public enemy, terrorism, civil disorders, acts of the United States of America or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, and other extraordinary elements of nature, telecommunications failures, internet failures and other similar causes and events.
17. Audit. Zurn and its designated representatives may, at their expense, audit, examine, and make copies of data, documents, information, and other records in your possession or control that relate to or concern inSpec in order to determine your compliance with these Terms.
18. Feedback. Zurn welcomes comments regarding inSpec. If you submit comments or feedback to us regarding inSpec, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
19. Governing Law. These Terms are governed by the laws of the state of Wisconsin, without regards for its conflict of law principles. Venue is exclusively in the state or federal courts, as applicable, located in Milwaukee County, Wisconsin, with respect to any dispute arising under these Terms unless otherwise determined by Zurn in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts.
20. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent.
21. Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Zurn, except that our affiliates are third-party beneficiaries of these Terms.
23. Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of inSpec.
24. Notices. All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered United States mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email. Please print or otherwise save a copy of these Terms and all notices, consents, and other communications for your reference.
25. Contact Us. Please direct any questions and concerns regarding these Terms or inSpec to us at:
Zurn Industries, LLC
511 West Freshwater Way
Milwaukee, WI 53204