Terms of Service | Vcheck24

1. LIABILITIES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASCENTEC HOLDINGS, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES, WHETHER TANGIBLE OR INTANGIBLE, RESULTING FROM AUTHORIZED OR UNAUTHORIZED USE OF OR ACCESS TO OUR PRODUCTS

2. OWNERSHIP OF APP: Customer is neither the owner of the VCheck24 App nor has title to the VCheck24 App. Customer may not sell, transfer, assign, or reverse engineer the VCheck24 App, without the express prior written permission of Provider. Customer may not attempt to alter or otherwise tamper with the VCheck24App. Customer agrees that it shall at all times keep the VCheck24 App free from any legal process or lien whatsoever, and agrees to give Provider immediate notice if any legal process or lien is asserted or made against the VCheck24 App.

3. OWNERSHIP OF DATA GENERATED BY APP: Customer’s use of the VCheck24 App will generate certain data, including but not limited to historic location tracking of Customer’s Client. The parties agree that any and all such data is owned exclusively by Provider. However, during the term of the Agreement and for a period of two (2) years thereafter, Provider agrees to save such data and grant access to same to Customer upon request, provided that Provider has no obligation to save any data for a period of longer than 3 years, or in accordance with applicable State and Federal data retention laws, whichever is greater. Furthermore, in the event of a default under this Agreement (as defined in Section 8 hereunder), Provider, in its sole discretion, may choose to delete and/or not save any data generated by Customer’s use of the VCheck24 App and/or refuse to provide Customer access to same.

4. NON-DISCLOSURE OF PROPRIETARY INFORMATION: Customer acknowledges that it may obtain or have access to confidential and proprietary information of Provider that is the sole and exclusive property of Provider or other entities or persons affiliated with Provider in connection with the provision of the VCheck24 App and VCheck24 Services described herein (“Proprietary Information”) pursuant to the terms of this Agreement. Customer agrees to keep all such Proprietary Information confidential, to limit its use only in connection with the terms of this Agreement and to protect it with at least the same level of protection that Customer affords its own confidential and proprietary information. Without limiting the foregoing, Customer expressly agrees that Customer shall treat as confidential and not disclose any of the Proprietary Information in any manner without the prior written authorization of Provider. If Customer is required by applicable law or regulation or by legal process to disclose any Proprietary Information, Customer agrees that it shall provide Provider with reasonable written notice of such request to enable Provider to seek a protective order or other appropriate remedy prior to disclosure. Should this Agreement be terminated for any reason whatsoever, Customer shall, at the option of Provider, either destroy or promptly deliver to Provider all Proprietary Information, including all documents or other media containing Proprietary information, including all copies, reproductions, summaries, analysis or extracts thereof, in the possession of Customer, and Customer shall certify to Provider that Customer has done so. The obligation to keep the Proprietary Information confidential pursuant to this Section 6 shall survive the expiration or termination of this Agreement.

5. NO WARRANTIES: CUSTOMER’S AUTHORITY; INDEMNITY BY CUSTOMER; PROVIDER IS ALLOWING ACCESS TO THE VCHECK24 APP TO CUSTOMER “AS IS”:

5.1. Notwithstanding anything to the contrary in this Agreement, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY IN CONNECTION WITH THIS AGREEMENT, VCHECK24 SYSTEM AND APP, MONITORING AND OTHER SERVICES AND USER INTERFACES TO MONITORING SERVICES. Provider is not responsible for any injuries, damages, or losses to Customer or to any other person or property, regardless of owner, caused by the misuse, improper activation, or improper maintenance of the VCheck24 App and/or VCheck24 Services, or the failure to connect to or inability to access the VCheck24 App and/or VCheck24 Services, or the failure to follow any instructions or abide by any policies related to the VCheck24 App and/or VCheck24 Services, or the failure of the VCheck24 App and/or VCheck24 Services to operate as anticipated, other than any such injuries, damages or losses caused by the gross negligence of Provider. Customer's sole remedy against Provider for any failure whatsoever relating in any way to the use of the VCheck2 App and/or VCheck24 Services shall be limited to ensuring operability of the VCheck24 App and/or VCheck24 Services ,provided that any such failure of the VCheck24 App and/or VCheck24 Services was not caused by any act or omission on the part of Customer. Provider shall under no circumstances be liable for any injuries, damages (including but not limited to compensatory, consequential, or special damages), attorneys’ fees, costs, and/or expenses incurred by Customer directly or indirectly as a result of the VCheck24 App and/or VCHeck24 Services, except to the extent caused by the gross negligence of Provider and except as otherwise provided by this Agreement. Notwithstanding anything to the contrary in this Agreement, Provider shall not be liable for any loss, damage, detention, failure to perform, or delay resulting from any cause whatsoever beyond Provider’s reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, civil or military authority, insurrection, acts of terrorism, war, embargo, power outages, downed cell sites, internet connection problems or similar causes.

5.2. Customer acknowledges that the VCheck24 App and VCheck24 Services shall not prevent, nor are intended to prevent, any Client of Customer from committing any harmful, tortious, or illegal acts. Customer further acknowledges that it may be possible for a Client to remove the VCheck24 App by unauthorized means, and that Provider expressly disclaims any liability for any harmful, tortious, or illegal acts committed by a Client of Customer while using the VCheck24 App and/or VCheck24 Services, as well as any liability for any acts committed by a Client of Customer who removes the VCheck24 App and subsequently engages in any harmful, tortious, or illegal acts. Should any disclaimer or limit on liability for consequential damages set forth herein be found invalid under the laws or policy of the State under which the terms of this Agreement are interpreted, then such consequential damages shall be liquidated and shall equal $100 per consequential injury or loss. Customer acknowledges and agrees that use of the VCheck24 App and/or VCheck24 Services shall be reserved for those Clients of Customer who are considered to be minimal flight risks and minimal risks for commission of crimes or torts against person or property. Customer agrees to indemnify, defend and hold Provider harmless from and against any and all claims for any losses, damages, or injuries which may be asserted on any basis arising out of this Agreement and/or Customer’s use of the VCheck24 App and/or VCheck24 Services, by Client(s) or any other third party against Provider, except to the extent resulting from the acts or omissions of Provider. The provisions of this Section 7.2 shall continue to be in force even after the expiration of the Term.

6. DEFAULT AND REMEDIES: If Customer fails to make payments when due (including but not limited to any late charges), if Customer breaches any provision of this Agreement, or if Customer becomes insolvent, assigns its assets for the benefit of creditors, or enters, either voluntarily or involuntarily, into a bankruptcy proceeding, Customer shall be in default. In the event of default, Provider can, in its sole discretion, (1) terminate this Agreement; and/or (2) lock Customer out of the VCheck24 App. Furthermore , in the event of default by Customer, Provider may pursue any and all remedies allowed under the law or in equity to recover any damages caused by such default (including but not limited to all past due balances and late charges). All damages caused by any such default by Customer shall bear interest at the lesser of ten (10%) percent per annum, or the maximum rate permitted by law.

7. CUSTOMER’S COMPLIANCE WITH ALL LAWS AND REGULATIONS: The parties hereto acknowledge that the tracking and monitoring of a Client of Customer which is facilitated by this Agreement may be undertaken in conjunction with criminal process against such Client, or that such Client of Customer has voluntarily undertaken to use the VCheck24 App in order to satisfy a criminal conviction or plea agreement, to avoid incarceration, or any other reason. Customer represents and warrants that in using the VCheck24 App and/or VCheck24 Services, Customer (as well as Client of Customer) may receive phone call, e-mail and/or SMS text communication as integral to the operation and alert mechanism of the VCheck24 system and that it is in compliance with all applicable laws, including but not limited to the Children’s Online Privacy Protection Act’s prohibition on the use of the VCheck24 App to monitor children under the age of 13, and regulations and is not violating any rights of its Client(s).

8. MISCELLANEOUS PROVISIONS:

8.1. Assignment: Provider may at any time, without notifying Customer, sell, assign, or transfer Provider’s rights, benefits and obligations under this Agreement or Provider’s ownership of the VCheck24 App; Customer agrees that if Provider makes such assignment or sells the VCheck24 App, the assignee or buyer shall have the same rights, benefits and obligations that Provider now has. The parties agree that any such sale, assignment or transfer of this Agreement and/or the VCheck24 App by Provider or Provider’s assignee or transferee shall not change the duties or obligations of Provider or Customer under this Agreement.

8.2. Construction: The parties intend this Agreement to be a valid and legal document. This Agreement shall be construed according to its fair meaning and not strictly for or against Provider or Customer, as if each of Provider and Customer had prepared it.

8.3. No Waiver: Customer acknowledges and agrees that any delay or failure by Provider to enforce its rights under this Agreement does not prevent it from enforcing any rights at a later time.

8.4. Statute of Limitations: Customer and Provider hereby agree to reduce the statute of limitation applicable to any action for default or breach of this Agreement by either party, including for breach of warranty or indemnity, to one (1) year after a cause of action accrues.

8.5. Attorney Fees: In the event of any litigation between the parties regarding this Agreement the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys’ fees, court costs and litigation expenses, as determined by the court.

8.6. Jurisdiction and Venue: This Agreement shall be governed, interpreted and construed under the laws of the State of Illinois, including, without limitation, all procedural laws and the applicable statute of limitations. Any default or breach of this Agreement shall be deemed to have occurred in the State of Illinois. In the event that either party brings suit to enforce the terms of this Agreement, the parties consent to the exclusive jurisdiction and venue in the federal and state courts located in Cook County, Illinois, and the parties waive all defenses of lack of personal jurisdiction and forum non conveniens.

8.7. No Third Party Beneficiaries: This Agreement is intended for the exclusive benefit of Provider, Customer, and their respective permitted assigns and is not intended and shall not be construed as conferring any benefit on any third party, including but not limited to any Client of Customer, or the general public.

8.8. Pronouns: All pronouns shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as the identity of the person or entity to which reference is made may require.

8.9. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law; but, if any provision of this Agreement shall be invalid or prohibited under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8.10. Headings: The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.

8.11. Notices: Notices to the parties hereto pursuant to this Agreement shall be given in writing and delivered by depositing them in the custody of the United States Postal Service (USPS), postage prepaid, addressed as set forth below for the respective parties. Alternatively, notice required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or three (3) days after the date of deposit of such written notice with USPS.

8.12. Entire Agreement: This Agreement constitutes the entire Agreement between the parties hereto and there are no covenants, terms or conditions, express or implied, other than as set forth or referred to herein. This Agreement supersedes all prior agreements between the parties hereto relating to all or part of the subject matter herein. No party has made any representations, oral or written, modifying or contradicting the terms of this Agreement. The parties may not amend, modify or cancel this Agreement except as provided herein or by a written agreement signed by all parties to this Agreement. Customer also understands that only an officer of Provider is authorized to make such amendments, modifications or cancelations.

8.13. Acknowledgment: The parties acknowledge that they have had an opportunity to fully examine this Agreement and completely understand its terms, and that they approve the same including all of the terms and conditions. I have read and agreed to abide by Ascentec Holdings, LLC Terms of Service.