Terms of service

Introduction.

These Terms of Use (this “Agreement”), which is a legal agreement between you (“You” or “you”) and automation valley, a company doing business as “Automation valley” (“Automation valley”), shall govern Your use of and access to the Application (as defined below) and the Website (as defined below). By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content, downloading the Application, or simply by making any use of the Application and/or Website, You (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Automation valley that (i) You are at least 18 years of age and have the authority to enter into this Agreement (either on your own behalf or by having a parent or legal guardian agree to the terms set forth herein on your behalf), (ii) this Agreement is binding and enforceable against You, (iii) to the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity, and (iv) You have read and understand Automation valley Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the “Privacy Policy”), and agree to abide by the Privacy Policy. Automation valley may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement at the Website or within the Application. You should check the Website, the Application, and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.

1 Purpose.

The purpose of this Agreement is to establish the terms and conditions under which Automation valley, a marketplace operated by automation valley company grants you access and use of Automation valley technology, software, and/or services through the Website and/or Application. Our platform serves as a marketplace for industrial automation parts, such as PLCs, HMIs, VFDs, Sensors, and more. As a subscription-based model, we offer both free plans and subscription options, and we do not charge commissions for transactions. References to “Website” shall mean the website currently located at www.aut-valley.com, and references to “Application” shall mean any mobile application made available by Automation valley either in app stores such as iTunes Store or Google Play, or any other similar store where mobile applications can be acquired. In addition, Automation valley has established partnerships with various third parties to provide additional products and services on the platform, including financing, lubricants, and metals. Our Services are described within various pages of the Website and/or Application. We encourage you to review these pages to gain a comprehensive understanding of the Services and the objectives of the Automation valley platform. Access to the Website and/or Application for the aforementioned purposes is sometimes referred to herein as the “Purpose”.

Automation valley is not a manufacturer, retailer, or re-seller with respect to industrial automation parts, such as PLCs, HMIs, VFDs, Sensors, and other products or services listed on the Website or within the Application. Rather, Automation valley is an online and/or mobile platform designed to connect buyers and sellers of these goods and services. We do not endorse or recommend the products or services of any particular company or manufacturer. Automation valley is not your agent,

nor are we an agent for any of the companies that list products and/or services on the platform. Our role is administrative in nature, providing a listing service that enables direct transactions between buyers and third-party vendors or resellers. Automation valley shall not be held liable in any way for the condition of any product, the performance of any service, or any other action taken by these third-party vendors. You agree that Automation valley shall not be liable for any damages or costs of any type arising out of or in any way connected with your purchase and/or use of any industrial automation parts or services on the platform. More specifically, Automation valley provides the Services and the platform so that sellers may offer industrial automation parts for sale and buyers may place offers to purchase these items directly with the seller. As such, Automation valley is neither a principal interested in the transactions nor an agent of the buyer or seller. Automation valley does not have the power to transfer title to any assets offered by sellers on the platform. Since Automation valley is not a party to any transaction, we do not make, and should not be construed as having made, any representation or warranty of any kind concerning any of the offered assets, including without limitation any representation or warranty regarding the quality, safety, or legality of the offered assets, or the truth or accuracy of any offerings. Additionally, Automation valley makes no representation or warranty of any kind as to the willingness or ability of either a buyer or seller to complete a sale. Buyers and sellers are solely responsible for independently verifying the background and credit-worthiness of those parties with whom they enter into, or with whom they prospectively will enter into, a transaction, as well as the condition or any description of an asset involved in a prospective transaction. Furthermore, in the event of any controversy or dispute regarding any transaction conducted through the use of the Services, the Website, or the Application (a “Dispute”), you hereby release Automation valley, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors, and assigns (the “Released Parties”), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs, or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If you are a California resident, you hereby waive your rights under Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Automation valley expressly reserves the right to discontinue, suspend, or terminate the offering of one or all of its Services at any time.

2 License.

Automation valley hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use Automation valley software platform (the “Application”) as made available at the Website and/or via mobile application during the Term (as defined below) solely for the Purpose. Automation valley may, from time to time, update or modify the Application, release new versions of the Application, or create new modules related thereto, each of which may, at Automation valley discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder, including, without limitation, access to the Application or password-protected portions of the Website.

3 Certain Restrictions.

At Automation valley, the information you provide serves to deliver the relevant Services to you, either directly or through third-party service providers. We may also share aggregated data with third parties for marketing and demographic analysis. Rest assured, this data does not contain any of your personally identifiable information. Some of our Services may be provided in collaboration with partner companies, affiliates, or other entities. To ensure the delivery of these Services, it might be necessary to share your personal information with such entities. However, these parties are only permitted to use personally identifiable information for the purpose of providing the Services. Should you prefer not to have your data shared, you can opt out by refraining from using that specific Service. Furthermore, Automation valley may disclose account or personal information when there is reason to believe that such disclosure is essential to identify, contact, or take legal action against someone who may be causing harm to Automation valley rights, property, other users of the Website or Application, or anyone else who might be affected by such actions

4 Certain Responsibilities.

You shall be solely responsible for: (i) all Posted Information you post on the Website and/or input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules, and regulations at all times; and (iv) maintaining all passwords and access codes to the Application and/or Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application and/or Website. You acknowledge that once a message, content, or any Posted Information is submitted or posted on the Website or the Application, You may not be able to withdraw or delete it.

5 Automation valley Rights.

Automation valley shall be entitled, at its sole discretion, to: (i) remove or cancel any Posted Information that Automation valley deems to be offensive, illegal, inaccurate, contrary to any agreement or contract, or inappropriate in any way, and Automation valley shall not be liable to You or any other party on account of any such decision; (ii) review all Posted Information to ensure that it complies with all applicable rules and policies; or (iii) suspend, restrict, and/or terminate, without notice of any kind, Your access to the Application or Your Automation valley Website account for any reason. Notwithstanding the foregoing, Automation valley shall not be required to review or monitor any Posted Information entered into the Application or otherwise posted by You on the Website, and You shall be solely responsible for the veracity and accuracy of all such data, content, and information

6 Fees.

The fees for the products and services offered on the Website or through the Application, including listing industrial automation parts and accessing specific services provided by Automation valley, are outlined in various sections of the Website, within the Application, or in a separate document. To utilize the Services, you agree to pay these fees based on your chosen options. These fees are to be paid as specified on the Website or Application. By accepting this Agreement, downloading the Application, or using any Services, you agree to pay all applicable fees to Automation valley. Please note that all fees are non-refundable once paid. Automation valley reserves the right to cancel your subscription if necessary.

7 Term and Termination.

This Agreement shall remain in effect until one of the following occurs: (i) either party provides written or electronic notice of termination to the other party (after which you will no longer have access to non-public sections of the Website or use the Application), or (ii) Automation valley decides to terminate your access to the Application or Website, with or without prior notice (the “Term”). Upon the termination of this Agreement, for any reason, your access to the Application and any other non-public parts of the Website will be revoked. Moreover, if Automation valley determines, at its sole discretion, that you have violated this Agreement, engaged in fraudulent activities, breached any applicable policies, or failed to meet Automation valley standards, Automation valley may, at its discretion, in addition to other remedies available under this Agreement and/or the law, terminate, cancel, or suspend your access to the Application. This action may include the removal of your ability to submit Posted Information within the Website or Application, for any duration. Automation valley is not liable for the return of any Posted Information upon termination or suspension of your access to the Application or Website, including information you entered into the Application or Website.

8 Intellectual Property.

1. a) Ownership. The ownership of trademarks, patents, copyrights, and other intellectual property rights held by each respective party before the date of this Agreement shall remain with that party. This Agreement does not grant any rights to the other party’s intellectual property, except as explicitly stated herein. Specifically, (i) you retain sole ownership of all Posted Information entered into the Application or posted by you; and (ii) Automation valley owns the name ” Automation valley,” the Website, the Application, and all related intellectual property, including source code, object code, software, content, copyrights, trademarks, and patents. Any suggestions, bug-fixes, error-fixes, or other communications you provide to Automation valley regarding the Application or the Website become Automation valley exclusive property upon submission. Automation valley may post feedback about users within the Application and/or Website, both positive and negative. Any third-party software included in the Application remains subject to the ownership of its respective suppliers. b) Use of Posted Information. In exchange for using the Website and/or Application, you grant Automation valley an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform, and display any Posted Information you contribute to the Website, submit to Automation valley, or post through the Application. This license extends to using your Posted Information alone or as part of other works, in any form or media, now known or developed in the future. Automation valley can also sublicense these rights through multiple tiers of sublicensees as part of providing the services described in this Agreement. Users of the Application and/or Website are granted the right to access and review your Posted Information in connection with their use of the Application and/or Website. Furthermore, you waive any claims of moral rights or attribution with respect to your Posted Information against Automation valley and its users. Automation valley reserves the right to display advertising or other content in various locations within the Website and/or Application, including next to your Posted Information.

9 Confidentiality; Non-Solicitation.

You agree to maintain the confidentiality of all confidential information belonging to Automation valley. This confidential information shall be used solely for the purpose of utilizing the Application and shall not be disclosed to any third party, except as required under this Agreement and subject to confidentiality standards at least as protective as those outlined herein. You are required to exercise a level of care to prevent the disclosure of Automation valley confidential information that is equivalent to the care you exercise for safeguarding your own similarly important confidential information. This care standard must not be lower than a reasonable level considering industry norms. During the Term of this Agreement and for one year thereafter, you shall not engage in any direct or indirect activities aimed at soliciting, enticing, persuading, or inducing any individual who is currently employed by Automation valley or has been employed by Automation valley within the preceding one-year period, to terminate their employment or establish employment or contractual relations with any other individual or entity.

10 Disclaimers.

a No Warranties. Except as explicitly set forth herein, neither Automation valley, its affiliates, nor any of their equity holders, directors, officers, employees, agents, suppliers, licensors, or similar parties, make any warranties of any kind, whether expressed or implied. This includes, but is not limited to, (a) warranties of merchantability or fitness for a particular purpose, (b) assurance of error-free performance of the Website or the Application, (c) a minimum level of uptime for the Application or the Website, (d) the condition, utility, or potential uses of any industrial automation parts listed on the Website and/or within the Application, (e) the integrity of potential buyers, sellers, or listed items on the Website and/or Application, or (f) the results that you may achieve by entering into this Agreement and/or using the Application or Website. You acknowledge that the Application and Website are provided on an “as is” basis under this Agreement. Additionally, you acknowledge and agree that: (i) Automation valley is not responsible for actions taken by other parties using the Application or Website or reviewing your Posted Information; (ii) Automation valley does not endorse or recommend any third parties and provides no warranties regarding them; (iii) Automation valley is not accountable for third parties’ compliance with laws, rules, or regulations; (iv) Automation valley services are administrative and do not involve verifying the accuracy of Posted Information; (v) Automation valley is not responsible or liable for any content, text, photographs, or other Posted Information, including any that may violate applicable law or third party intellectual property rights; and (vi) the Application and/or Website may experience occasional malfunctions or improper functioning. b Unavailability of Website or Application. You are responsible for providing all necessary equipment to access the Internet, the Website, and/or the Application at your own expense. While Automation valley aims to maintain accessibility to the Website and Application, they may become temporarily unavailable for various reasons, including routine maintenance. Certain sections of the Website or Application may operate slowly at times. You understand and acknowledge that factors beyond Automation valley control may result in interruptions, suspensions, or terminations of access to the Website and/or the Application. Automation valley shall not be held liable for any delay in responding to your inquiries or the effects of such interruptions. YOU AGREE THAT Automation Valley SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTIONS, SUSPENSIONS, OR TERMINATIONS OF THE WEBSITE AND/OR APPLICATION. It is your responsibility to have contingency plans in place to address periodic interruptions or suspensions of the Website and/or Application.

11 Limitation on Liability .

Automation valley SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, Automation valley TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50.

12 Force Majeure.

Automation Valley shall not be liable to You for any failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.

13 General Terms.

The following terms and conditions govern general use of the Website:
(a) You agree to abide by all restrictions displayed on the Website and/or within the Application, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Automation Valley reserves the right to remove any content You post to the Website or within the Application, block the sending of any inquiry or other content Automation Valley deems inappropriate in its sole discretion, and may terminate all access to the Website and/or Application at any time in its sole discretion for any or no reason. While Automation Valley reserves the right to monitor all postings and/or content posted at the Website and/or within the Application, it has no obligation to do so.
a. Permitted Uses. You may use the Website only in good faith for the purposes described herein. You may download and print out portions of the content from the Website for non-commercial purposes provided that You follow the rules in this Agreement. You may not use the Website or Application to promote another business or commercial venture, except to the extent Automation Valley elects to offer business accounts or subscriptions and you take all actions necessary to subscribe.
b. Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
c. Derivative Works.You may not create compilations or derivative works of the Website or the Application, the Website or Application content or any other materials from the Website or Application.
d. Proprietary Notices.You may not remove, change or obscure and You must retain on all copies of the content You download any copyright notice or other proprietary notice, Privacy Policy, legal disclosures or terms of use contained in the content or on the Website.
e. Infringement.You may not use the Website, Application, the Website and/or Application content or any other materials from the Website or Application in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Automation Valley or any third party.
f. Information Distribution.You may not use the Website and/or Application or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Website or Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
i. is false;
ii. contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
iii. includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
iv. You are restricted from using under any law;
v. infringes upon the intellectual property rights of any third party; or
vi. contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.

g. Other Prohibited Uses.
You may not use the Website or Application for any purpose that:
i. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates Automation Valley’s rules or policies;
ii. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
iii. invades any person’s or entity’s privacy or other rights;
iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Automation Valley, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
vi. could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
h. Others’ Personal Information.You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
i. Harm to Minors.You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way
j. Solicitation.You may not use the Website or Application or any Website or Application content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
k. Scraping. You may not (i) use any manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any web pages or other services or information contained within the Automation valley Website or Application, (ii) use bots or other automated methods to access the Automation valley Website or Application, add or download industrial automation parts or other information, send or redirect messages, or perform similar activities, unless explicitly permitted by Automation valley, (iii) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Automation valley Website or Application, or (iv) otherwise post any industrial automation parts or other information contained within the Automation valley Website or Application within any other website or mobile application.

(b) The Website, the Application, and the Website and Application content contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Application (“Third Party Content”) that may include content you find offensive, indecent, or objectionable. The third party from whom any such Third Party Content originates is solely responsible for it, and Automation Valley assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity, or quality of any Third Party Content. Accordingly, Automation Valley has no liability of any kind to you or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation, and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party, and unless Automation Valley expressly states in writing to the contrary, Automation Valley neither endorses nor adopts as its belief any such statements. Automation Valley may provide information in articles it posts or links to through the Website only for educational and general informational purposes and not as professional advice. Automation Valley has made no attempt to verify any information contained in any such articles.
(c) As a convenience to you and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Automation Valley. When you use these links, you will leave the Website, and Automation Valley will have no ability to protect your interests. You visit linked websites at your own risk, and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. Automation Valley is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding any linked website or any service, product, or information provided on or through the linked website.

14 Copyright Infringement.

Automation Valley respects the intellectual property of others and requests that you and all users do the same. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those websites, rather than this Agreement, govern your use of that material. It is Automation Valley ‘s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Automation Valley and/or others. If you believe that your intellectual property or work has been copied in a manner that constitutes copyright infringement, or if you believe that your intellectual property rights have been otherwise violated, please provide Automation valley Agent for Notice with the following information in English (your “Notice”): 1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest. 2. A description of the copyrighted work or other intellectual property that you claim has been infringed. 3. A description of where the material that you claim is infringing is located on the Automation valley Website or within the Application. 4. Your address, telephone number, and email address. 5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law. 6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. In certain cases, to notify the individual or entity responsible for providing the allegedly infringing content to which Automation valley has disabled access, Automation valley may forward a copy of a valid Notice, including the name and email address, to such individual or entity. Automation valley Agent for Notice of claims of copyright or other intellectual property infringement can be contacted as follows: By email: info@Aut-valley.com

15 Miscellaneous:

Each party shall cover its own costs and expenses related to this Agreement and its activities. The rights and obligations outlined in this Agreement will be governed by the laws of the State of Wyoming, without regard to conflict of law principles. Any disputes arising from or related to this Agreement, the Automation valley Website, or the Application will be resolved in the appropriate federal or state court located exclusively in Wyoming. By using our platform, you consent to the exclusive jurisdiction in Wyoming and agree not to raise any defense of forum non conveniens or similar defense. The relationship between the parties in this Agreement is that of independent contractors. Neither party shall claim to be a joint venture, franchiser, franchisee, partner, agent, or representative of the other for any purpose. This Agreement benefits and binds the parties and their respective successors and assigns, but it cannot be transferred by you without Automation valley prior written consent. If any provision of this Agreement is deemed unenforceable or invalid for any reason, or if a governmental agency declares any portion of this Agreement illegal or contrary to public policy, the remaining provisions will continue in full force and effect. In such cases, the unenforceable or invalid provision will be modified and interpreted to best achieve its original intent and objectives.

 Refunds and Refund Credits

If the content you purchased is not what you were expecting, you can request, within 30 days of your purchase of the content, that we apply a refund to your account. This refund option does not apply to Subscription Plan purchases

. We reserve the right to apply your refund as a refund credit or a refund to your original payment method, at our discretion, depending on capabilities of our payment service providers, the platform from which you purchased your content (website, mobile or TV app), and other factors. No refund is due to you if you request it after the 30-day guarantee time limit has passed. However, if the content you previously purchased is disabled for legal or policy reasons, you are entitled to a refund beyond this 30-day limit. Automation valley also reserves the right to refund students beyond the 30-day limit in cases of suspected or confirmed account fraud.

To request a refund, follow the steps . As detailed in the instructor terms , instructors agree that students have the right to receive these refunds.

If we decide to issue refund credits to your account, they will be automatically applied towards your next content purchase on our website. Refund credits may expire if not used within the specified period and have no cash value, in each case unless otherwise required by applicable law.