Terms & Conditions

General Terms and Conditions of Sale – Hardware, Software, and Subscription Services

These Terms and Conditions of Sale are entered into by and between Valcom, Inc. (“Valcom”) and the organization (“Customer”) executing an Order Form or similar form referencing or otherwise incorporating this Agreement (“Order Form”). This Agreement shall be effective as of the “Effective Date” of the first Order Form between Valcom and Customer (“Effective Date”).

1. Defined Terms

1.1 Documentation” means written information (whether contained in user or technical manuals, training Product, specifications or otherwise) pertaining to the Product and made available by Valcom with the Product in any manner (including on CD-ROM, or digital media or internet download).
1.2 “End-User” means the final purchaser that (a) has acquired Product for its own use and not for resale, remarketing, or distribution, or (b) incorporation in its own products, and (c) is an individual or entity located in the Market.
1.3 “Hardware” means product on which the Software or Subscribed Services may be accessed, provided for sale by Valcom.
1.4 “Order Form” means the electronic or physical form acknowledging the ordering of the Product entered into by or on behalf of Integrator and Valcom, incorporating the terms of this Agreement as they exist on the Effective Date.
1.5 “Products” means “Hardware”, “Software”, “Subscription Services”, and “Documentation, collectively. (“Product” shall refer to each respective Product, individually).
1.6 “Product Warranty” shall mean Valcom’s product warranty for the Product set forth in Exhibit A.
1.7 “Integrator-Reseller” shall mean a Customer who is authorized by Valcom to resell Valcom Products.
1.8 “Subscription Services” means each Valcom supplied service to which the Integrator subscribes as set out in an applicable Conditional Acknowledgement (Subscription Service shall refer to each respective service individually).
1.9 “Subscription Service Period” means in respect of each Subscription Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with this Agreement;
1.10 “Fees” means any applicable fees for the Subscription Services paid or to be paid by Customer to Valcom at the frequency and dollar value outlined in an applicable Order Form, and as amended from time to time in accordance with this Agreement.
1.11 “Software” shall include any software, computer program, source code, object code, listing or related material in machine-readable or printed form (including firmware, Applications, all types of media), provided for sale by Valcom.
1.12 “Subscription Services” means each Valcom supplied service to which the Customer subscribes as set out in an applicable Order Form (Subscription Service shall refer to each respective service individually).
1.13 “Warranty Period” shall have the meaning given to it in Exhibit A of this Agreement.

2. ACCEPTANCE OF ORDER. Acceptance of any order is subject to pre-payment or credit approval and acceptance of order by Valcom. Commencement of work or shipment of any part of the material covered by this order constitutes acceptance of all conditions. No claims will be allowed for additional material and/or work except upon written authority from Valcom. No modifications to this order shall be effective unless approved in writing by the Customer’s duly authorized representative and accepted in writing by Valcom.

3. PRICING. Orders are billed at the prices (in US dollars) in effect at the time of order unless a written quote is provided. If a quote is provided, prices are valid for the period specified in the quote. If a quote is provided, but no period is specified, quoted prices will be applicable for thirty (30) days.

4. PAYMENT AND FEES.

4.1 General. All payments due to Valcom for Product purchased by Customer shall be in United States dollars and in accordance with the terms agreed upon between Customer and Valcom. If no payment terms have been agreed upon between Customer and Valcom, or no payment terms are in effect, Customer shall pay for Product purchased under this Agreement at the time of shipment, unless otherwise agreed upon in writing by the Parties.

4.2 Software and Subscription Services. For each Software Service or Subscription Service ordered by Customer, Customer shall pay Valcom the list price at the frequency specified in the applicable Order Form, less any applicable discount the Customer may receive pursuant to an agreement between Customer and Valcom.

5. INCREASE IN FEES. Product prices are subject to change without notice. Valcom may increase fees for Subscription Services. Valcom agrees to notify Customer of Subscription Services price increases by emailing the Customer’s primary email address on file for their account, 30 days prior to expiration of the current Subscription Services Period

6. TAXES. Customer shall be responsible for all sales taxes, use taxes, withholding taxes, value added taxes, import and export taxes and any other similar taxes imposed by any federal, state, provincial or local government entity or any government entity in the Market of the transactions contemplated by this Agreement, excluding taxes based on Valcom’s net income. When Valcom has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Valcom with a valid tax emption certificate authorized by the appropriate taxing authority. Customer shall pay any penalties and interest assessed by the taxing authority with respect to associated transaction taxes. Valcom is not liable for any taxes related to Customer’s income, revenues, gross receipts, real or personal property, other assets, or personnel.

7. OPEN ACCOUNTS. (a) All orders are subject to credit approval and acceptance by Valcom in its sole discretion; (b) If Customer does not pay the invoiced amount on or before the invoice due date, Customer will, in addition, pay finance charges of one and one-half percent (1.5%) per month on the late balance until paid in full and Valcom reserves all legal rights, including, but not limited to, the right to: (1) withhold shipment of Products until full payment is made; and/or, (2) revoke any credit extended to Customer. Any such action shall not relieve Customer of any of their existing obligations, including the obligation of Customer to pay for all Products received from Valcom. Valcom shall retain a security interest in the Products until final payment is received. Customer is responsible to Valcom for all reasonable attorneys’ fees, court costs, and/or collection agency fees should Customer default or be late on any payments.

8. Packaging and Delivery. Valcom reserves the right to select the manner in which the Product is packaged. Special requirements for packaging will be subject to extra charges, unless otherwise agreed by Valcom in writing. Shipping dates quoted by Valcom are made in good faith but are not guaranteed.

9. SHIPMENT AND RISK OF LOSS. All orders are shipped FOB/EXW, Valcom’s facility in USA. Risk of loss of the products shall pass to the Customer upon delivery to the common carrier. All prices quoted are FOB Valcom’s facility in Roanoke, Virginia, USA. Shipping charges will be added to invoice unless. Customer shall to specify at the time of placing an order whether LTL shipments should be fully insured.

10. Inspection and Acceptance. The Products covered hereby shall be deemed inspected and accepted within ten (10) days after receipt thereof unless a written notice of claim is given by Customer within the ten (10) day period. It is Customer’s duty to promptly file claim with shipping carrier for damaged goods. Valcom will assist the Customer with filing damaged goods claims with the shipping carrier.

11. Product Warranty

11.1 Warranty. Valcom shall provide a product warranty (the “Product Warranty”) with the minimum terms and conditions set forth in Exhibit A, which shall be the only warranty made available and applicable with respect to the products. Such Product Warranty shall be solely for the benefit of the applicable End-User.

11.2 WARRANTIES DISCLAIMER; NON-RELIANCE. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES DESCRIBED IN EXHBIT A, (A) NEITHER VALCOM NOR ANY PERSON ON VALCOM’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; OR (iii) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY VALCOM, OR ANY OTHER PERSON ON VALCOM’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN EXHIBIT A.

11.3 Extent of Liability – Hardware. If the Hardware delivered to an End-User fails to conform with the warranty in clause 11.1, Valcom may discharge the applicable warranty by:

(i) repairing or replacing the defective Product;

(ii) crediting or refunding the amount paid for the defective Product, less any applicable discounts, rebates, or credits; or,

(iii) the expiration of the Warranty Period, if such expiration occurs prior to the applicable claim.

11.4 Extent of Liability – Software. If the Subscribed Services provided to an End-User fail to conform to the warranty in clause 11.1 or any other applicable warranty, Valcom shall at its option

(i) Use reasonable endeavors to correct errors in the Subscribed Services within a reasonable time provided Customer notifies in writing within a reasonable period of time following commencement of the Subscribed Services and provides sufficient information to enable Valcom to reproduce the errors; or,

(ii) Refund the amount payable to Valcom for the current Subscription Services Period.

11.5 Risk of Loss. Customer shall be responsible for all costs and risk of loss associated with the delivery of any defective Product to Valcom for warranty repair or replacement. Customer shall be responsible for all costs and risk of loss associated with the delivery and return of the repaired or replaced Product to the End User.

11.6 Third Party Products. Customer acknowledges and agrees that the Products purchased by Customer hereunder may contain, be contained in, incorporated into, attached to or packaged together with the products manufactured by a third party (“Third Party Products”). Third Party Products are not covered by the Product Warranty. For the avoidance of doubt, Valcom makes no representations or warranties regarding any Third Party Products.

12 Indemnification. Customer indemnifies Valcom against any loss, damages, injury claims, demands, etc., asserted by or claimed by any third party in connection with or related to Customer’s responsibilities or the products that arise out of the negligent or wrongful acts of the Customer or third parties affiliated with Customer.

13 Repairs and Returns. Per Valcom’s standard product warranty, repairs to Valcom equipment are performed at no charge for a full year from the date it leaves Valcom. This assumes that the product(s) has not been tampered with, improperly used, or physically damaged. Valcom’s responsibility under this warranty is limited to the repair or replacement of defective parts that are returned to the factory.

14 Intellectual Property. Any and all inventions, design, source code, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Valcom as of the date of the order shall be and remain the sole and exclusive property of Valcom. All rights and ownership of any software and firmware incorporated in products or otherwise supplied to Customer shall remain the sole and exclusive property of Valcom and/or its third-party providers. The drawings, text, product depictions, logos, content, product descriptions, and organization of Valcom’s website, brochures, and users manuals are proprietary to Valcom and protected by intellectual property laws, including but not limited to United States Copyright law and United States Trademark law. Valcom owns copyrights in these referenced works, as well as, the selection, arrangement, coordination and structure of the arranged content and works. Use of Valcom Products, documentation, and/or web site does not give Customer or any third party a right to modify, reproduce, transmit, publish, publicly display, adapt, or create derivative works or in any way exploit any of the materials and content contained within these works.

15 Custom Products, Product Modifications, and Services. Customer understands that when Customer pays Valcom to modify products or to build custom versions of products, the resulting products are built upon a foundation of hardware, firmware, etc., that have taken Valcom many years to develop. Customer agrees that Valcom will maintain ownership of product design, firmware, software, documentation (including users manuals) etc., related to the services provided, including all modifications, upgrades and enhancements thereto made to products during the term of the order.

16 Acceptable Use. Valcom products are robust and reliable when used for their intended purposes. Valcom’s products may not be used for any application involving illegal activity.

17 Product Documentation. User manuals and other documentation for products are available through Valcom’s support team to be reached at phone number 540-563-2000. Product documentation can only be used for the sole purpose of installing, operating, and supporting Valcom products. Customer agrees to comply with Valcom copyrights and understands that manuals must remain fully intact. No part or parts of the manual can be copied, extracted, modified, or changed without written permission from Valcom.

18 Force Majeure. Neither Party shall be liable for failure to perform (except with respect to payment obligations) solely caused by: (A) unavoidable casualties, flood, fire, or earthquake, (B) delays in delivery of materials not caused or preventable by the affected party, (C) embargoes, (D) government orders, law, or actions, (E) acts of civil or military authorities, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, (F) acts by common carriers, (G) emergency conditions (including weather conditions) incompatible with safety or good quality workmanship, (H) strikes, labor stoppages or slowdowns, or other industrial disturbances, (I) national or regional emergency, or (J) any similar unforeseen event that renders performance commercially implausible. If an event of Force Majeure occurs, the Party injured by the other’s inability to perform may elect one of the following remedies: (a) to terminate this Agreement in whole or in part; or (b) to suspend the Agreement, in whole or in part, for the duration of the Force Majeure circumstances.

19 Governing Law. This Agreement, including all exhibits and other attachments attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, United States of America, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia.

20 Compliance with Laws. Valcom will use its best efforts to comply with all federal, state and local laws and regulations governing Valcom’s Products. Customer agrees that it will specifically comply with; (i) the export/re-export laws of the United States, as promulgated by the U.S. Department of Commerce including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended; (ii) the applicable export/re-export or import controls imposed by foreign countries; and (iii) all applicable laws and regulations imposed by any competent authorities including, without limitation, the U.S. Department of Commerce, and any controls or regulations of the U.S. Foreign Corrupt Practices Act and the anti-boycott regulations of the U.S. Department of State.

Customer shall, at its own expense, be solely responsible for complying with all applicable laws, statutes, rules, regulations and ordinances with respect to the distribution of the Products and Customer’s performance under this Agreement. Customer shall obtain and maintain, at its own expense, all necessary approvals, licenses, and permits required to market, sell, or distribute the Products in the Market and perform its obligations under this Agreement. If Customer receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the Products, the marketing, sale, or distribution thereof, or the transactions contemplated by this Agreement, Customer shall promptly notify Valcom of such notice or violation, and Customer shall immediately take all necessary steps to cease such violation and comply with the applicable law, statute, rule, regulation or ordinance.

21 Waiver. The failure of either party to enforce any provisions herein shall not be construed to constitute a waiver of such provision or of the right of such party to enforce each and every such provision

22 Survival. If a court finds any of these provisions unenforceable, the remaining provisions remain enforceable.

23 Cancelation. Customer may not cancel order after it is placed unless approved in writing by Valcom. Custom products are non-cancelable, non-returnable.

24 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, except in those instances where removal or elimination of such invalid, illegal, or unenforceable provision or provisions would result in a failure of consideration under this Agreement, such invalidity, illegality, or unenforceability shall be severed and shall not affect any other provision hereof. Furthermore, the severed provision shall be replaced by a provision which comes closest to such severed provision, or part thereof, in language and intent, without being invalid, illegal, or unenforceable.

25 CONFLICT. To the extent any conflict between the terms of these general terms and conditions of sale and any other agreement between customer and Valcom, the terms of this Agreement shall apply. In the event of any conflict in respect to the provisions of our Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority): 

(I) ANY PRODUCT SPECIFIC TERMS;
(II) ANY APPLICABLE ENTERPRISE SERVICES AGREEMENT;
(III) ANY OTHER WRITTEN, SIGNED, AGREEMENT BETWEEN THE PARTIES AS OF, OR AFTER, THE EFFECTIVE DATE OF THIS AGREEMENT.
(IV) VALCOM’S SUBSCRIPTION SERVICES TERMS OF RESEALE AGREEMENT;
(V) THESE GENERAL TERMS AND CONSIDTIONS OF SALE;
(VI) ANY OTHER WRITTEN AGREEMENT BETWEEN THE PARTIES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT;
(VII) ANY OTHER VERBAL AGREEMENT BETWEEN THE PARTIES.

Acceptance of the Terms of Use

These terms of use are entered into by and between you, as a user of the Website, and Valcom, Inc. (“Valcom,” “we,” or “us”). 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 Valcom.com, including any content, functionality and services offered on or through Valcom.com, such as Potter Academy (academy.pottersignal.com) (collectively, the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, by registering for this Website, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.valcom.com/about-us/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. No one under age 13 may provide any personal information on the Website. Valcom does not knowingly collect personally identifiable information from children under the age of 13.

This Website is offered and available to users who are an adult in their state of residence and are qualified to enter into and form binding contracts under applicable law. In the event you are accessing the Website on behalf of a company, organization, government, or other legal entity, you represent that you have full authority and power to enter into these Terms of Use on behalf of such company, organization, government, or other legal entity. You agree to these Terms of Use on behalf of yourself and the applicable company, organization, government, or other legal entity that you represent. By agreeing to these Terms of Use, including by your use of the Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

General

All material on the Website is information of a general nature and does not address the circumstances of any particular building, system, configuration or product, nor is it intended to provide advice on the installation of a product in a specific location. Nothing on the Website constitutes specific product installation advice, nor does any information on the Website constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. No action should be taken or omitted to be taken in reliance upon information on this Website. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstance.

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 Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

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 at any time. 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 both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access certain areas of the Website, you may be asked to create a user account and provide personal information, including but not limited to your e-mail address, passwords, your name, and your address. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by these Terms of Use and our Privacy Policy, and you consent to all actions we take with respect to your information consistent with these Terms of Use and our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to accept responsibility for all activities that occur under your account, user name, or password. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

From time to time, Valcom may restrict your access to some parts of the Website, or the entire Website, due to, for example, bandwidth limitations, usage limitations, storage limitations, download limitations, and other limitations. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

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 Valcom, 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.
Notwithstanding the foregoing, between you and Valcom, information that you submit or upload to the Website is owned by you, but remains subject to our Privacy Policy. You consent to all actions we take with respect to your information consistent with these Terms of Use and our Privacy Policy. You hereby grant Valcom a world-wide, royalty-free, non-exclusive, and irrevocable license to access and use information that you submit or upload to the Website in an aggregate and de-identified manner.
These Terms of Use permit you to use the Website solely to view information about the products and services offered by Valcom for your informational use or as expressly authorized by Valcom. 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:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this 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 stop immediately and you must, at our option, return or destroy any copies of the materials you have in your possession or control. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any trademark displayed on the Website without the prior express written permission of Valcom. Your misuse of the trademarked name or logo of Valcom, or any menus, labels, or other content of the Website, is strictly prohibited. You are also advised that Valcom will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution. Valcom reserves all rights pertaining to the Website.

Trademarks

Valcom’s name, its trademarks, the Valcom logo and all related names, logos, product and service names, designs and slogans are trademarks of Valcom or its affiliates or licensors. You must not use such marks without the prior express written permission of Valcom. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

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:

• 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).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with Valcom’s content standards or these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate Valcom, a Valcom employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• 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 Valcom or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• 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.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• 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.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Copyright Infringement

You should assume that everything you see, read or access on the Website is copyrighted and owned by Valcom unless otherwise noted, and may not be used except as provided in these Terms of Use without the prior express written permission of Valcom. If you believe that your work has been copied and is accessible on this Website in a way that constitutes copyright infringement, you may notify Valcom by providing us with the following in writing:

• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Valcom to locate the material;
• Your name, address, telephone number and email address;
• A statement by you that you have a good faith belief that the disputed use is infringing and not authorized;
• A statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
• The electronic or physical signature of the copyright owner or a person authorized to act on the copyright owner’s behalf.

Valcom reserves the right to remove content alleged to be infringing without prior notice and at Valcom’s sole discretion, without liability to you. To submit a notification of claimed infringement, please contact Valcom’s designated agent at the following address:
Valcom, Inc.
5614 Hollins Road
Roanoke, Virginia, 24019

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.

This 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 Valcom, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Valcom. 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.

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.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our Website or other transactions for the sale of goods formed through the Website, or resulting from visits made by you, are governed by these Terms of Use unless expressly governed by any other terms and conditions of sale.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our prior express written consent.

Links from the Website

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.

Geographic Restrictions

The owner of the Website is based in the State of Virginia in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VALCOM NOR ANY PERSON ASSOCIATED WITH VALCOM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER VALCOM NOR ANYONE ASSOCIATED WITH VALCOM REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, VALCOM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL VALCOM, 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, 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 limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the site.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Valcom, 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 out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

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 Virginia without giving effect to any choice or conflict of law provision or rule (whether of the State of Virginia 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 District Court for the Western District of Virginia or the courts of the State of Virginia sitting in Roanoke County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Valcom of any term or condition set out 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 Valcom 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.

Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Valcom regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Website.

Communications

You consent to receive electronic communications from Valcom and you acknowledge that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.
This Website is operated by Valcom, Inc., 5614 Hollins Road, Roanoke, Virginia, 24019.