Please fill out the information requested in the form to begin the process of registering your company for UPRR Fiber Optic Property Access Training.
Please contact us here.
1. Services
a. PST will provide to Customer Fiber Optic Property Access Training services (the "Services'') by giving Customer online access to a website maintained by PST (the "System'') for setup, training and certification of Customer personnel.
b. Customer may access and use the Services during the applicable Term (defined below), subject to the terms and conditions of this Agreement. All use of the Services must be in accordance with the relevant documentation and policies. Customer shall be responsible for compliance with this Agreement by Customer and its employees in connection with their use of the Services.
c. Except as otherwise provided herein, standard maintenance and support for the Services, which may include generally released updates, upgrades, patches, and bug fixes thereto (“Support”), are provided to Customer at no additional fee during the Term. Business hours for email and phone Support will be Monday through Friday 8 AM to 5 PM Central Time (CDT and CST). Email support requests should be directed to this link. Phone support requests should be directed to (303) 527-2148. Customers should expect a response within 24 hours during normal business hours.
2. Customer Obligations
a. Customer must provide accurate, current and complete information when registering for the Services, and shall promptly update such information if it changes. Customer is solely responsible for the protection of the usernames and passwords of employees’ and shall immediately notify PST of any unauthorized use of the Services. Customer is responsible for all use of the Services made through its accounts.
b. Customer will not, and will not allow any employee or other third party to: (1) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) the Services to any third party (for use in its business operations or otherwise) or anyone else besides employees, or permit anyone besides employees to use any Services; (2) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to the Services or any PST, except to the extent expressly permitted by applicable law (and in such event only upon advance written notice to PST); (3) modify, adapt or create derivative works of any Services; (4) remove or obscure any proprietary or other notices of PST or any third party contained in the Services; (5) publicly disseminate information regarding the performance of the Services; (6) use the Services for commercial solicitation purposes or spam; (7) use the PST name, or any PST trademarks or logos (collectively, the “Marks”) without PST’s express written permission; or (8) commit any act or omission that could result in damage to PST’s or its suppliers’ or licensors’ goodwill or reputations.
c. Customer is responsible for its own Internet connection and must use software, systems and equipment compatible with the Services, as PST may specify in its applicable policies. Any Customer web browsers and other software must support the Secure Socket Layer (SSL) protocol or other protocols accepted by PST. PST is not responsible for any Customer data lost, altered, intercepted or stored across networks not owned or operated by PST.
d. Customer’s use of the Services must comply with all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data.
3. Representation and Warranties
a. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if Customer is an entity, this Agreement is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
b. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR USE FOR A PARTICULAR PURPOSE SHALL APPLY. PST MAKES NO WARRANTY THAT THE SERVICE OR THE SYSTEM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE PROVISION OF THE SERVICES OR THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE.
4. Indemnification
Customer must defend, indemnify, and hold harmless PST and its affiliates officers, directors, representative, employees, agents, licensors and suppliers from and against any and all claims, allegations, lawsuits, settlements, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim relating to (A) any breach by Customer (including any of its employees) of this Agreement, including, but not limited to, any representations and/or warranties made herein;(B) any breach by Customer (or its employees) of its confidentiality or data security obligations; or (C) any negligent act or omission, or intentional misconduct, of Customer (or its employees).
5. Limitation of Liabilities
a. PST shall have no liability to Customer or any third party for any and all claims, whether in an action in contract or in tort, including, but not limited to negligence, arising out of, connected with or resulting from the performance or breach of this Agreement, the provision of the Services, or access to the System.
b. IN NO EVENT SHALL PST BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S FAILURE TO PROVIDE ACCEPTABLE SERVICE TO ITS CUSTOMERS, WHETHER RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT OR NOT, OR FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS LOSSES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE, EVEN IF PST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Customer agrees that its sole and exclusive remedy for any problems or dissatisfaction with the Services is to uninstall any software and cease using the Services.
6. Force Majeure
PST will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of PST, including, but not limited to, failures of third party software, acts of God or of the public enemy, U.S. or foreign governmental actions, labor shortages or strikes, communications or utility interruption or failure, fire, flood, epidemic, and freight embargoes.
7. Payment
a. Customer shall pay PST twenty-five dollars ($25.00) (U.S.) per employee that completes the Fiber Optic Training certification (The “Services”). PST shall invoice Customer monthly for the Services based on the number of employees certified through the Services. Invoices will be sent monthly to the email address given as the billing contact. PST will invoice by postal service only if requested by The total amount of each invoice will be remitted by Customer to PST within thirty (30) days of the invoice date with payment sent to PST at 12567 Collections Center Drive, Chicago, IL 60693, or, at PST's written direction, by wire transfer to an account designated by PST. Any invoice payment not timely received by PST will accrue interest at a rate of1.5% monthly, calculated from the date it was due. In the event of any termination, any unpaid balance shall become immediately due and payable. Customer must notify PST of any billing disputes within thirty (30) days from the date of the invoice, otherwise Customer hereby agrees to such charges and PST will not be subject to making adjustments.
b. Prices are exclusive of all sales use, excise or other taxes. Customer shall pay all federal, state, municipal, sales, use, excise or other taxes, assessments and charges, together with late fees or penalties thereon, now or hereafter assessed and/or levied against Customer’s use of the Services, except for taxes on Valvora’s income.
c. In the event charges due are not paid in full, for any reason, within thirty (30) days from the invoice date, PST shall have the right to suspend all or any portion of the Services until such time as all undisputed charges and applicable late fees have been paid. Following such payment, PST may reinstate Services to Customer only upon satisfactory assurance of Customer’s ability to pay for Services, including modified payment terms. Such suspension shall not relieve Customer of payment liability accrued through the date of such suspension. Customer agrees to reimburse PST for any costs, expenses, or fees expended by PST in connection with any collection efforts against Customer, including reasonable internal and outside attorneys’ fees.
d. Upon commercially reasonable notice, PST (or its authorized agent) may audit the use of Services by Customer, provided such audit is during regular business hours. Customer will provide reasonable assistance and access to information in the course of any audit. All audits shall be performed at PST’s sole expense, except in the event the results of any audit demonstrate Customer’s use of the Valvora Services or any third-party Products is not in material accordance with the permitted scope of use. In the event that any audit reveals that Customer has exceeded its permitted number of Authorized Users, Valvora may invoice Customer for such unauthorized use and Customer will pay the invoice in accordance with the payment provisions herein.
8. No Agency
PST is an independent contractor with respect to its performance of the Services and the operation of the System. In no event shall this Agreement or the provision of the Services by PST or its operation of the System be construed to imply or provide that Customer or PST has been granted any express or implied right to create any obligation on behalf of or in the name of the other, or to bind the other in any manner with respect to either party's relation with third parties.
9. Confidentiality
a. PST acknowledges that confidential and proprietary information related to Customer and its businesses will come into PST's possession under the terms of this Agreement. PST agrees to take reasonable steps to prevent disclosure of any information regarding Customer to any other person or entity, including other users of the System.
b. Customer acknowledges that the System software and all documentation necessary for its operation, maintenance and support are a trade secret of PST that has significant value to PST which value would be lost or diminished if disclosed to third parties. Customer agrees to take all reasonable steps to prevent disclosure of any data or information concerning the Services or the System to any other person or entity.
c. The parties shall be liable for any breach of the confidentiality provisions of this Agreement by their respective employees or agents.
10. No License
This Agreement does not grant Customer any right or license in or to the System. Customers only right is to use the System on PST's computer to exchange data electronically. Customer shall have no right to record the System or any part thereof, whether on electronic or any other media.
11. Term; Termination
a. The term of this Agreement will commence on the Effective Date and will extend indefinitely thereafter until terminated by either party as provided herein (“Term”).
b. Either party may terminate this Agreement, effective as of the last day of any month, on ninety (90) days' prior written notice to the other party.
12. Severability
a. The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability, and for that purpose the provisions of this Agreement shall be read as if they cover only the specific situation to which they are being applied.
b. Any provision in this Agreement which is not enforceable in any specific situation shall neither affect the enforceability of that provision in any other situation, nor the enforceability of any other provision of this Agreement.
13. Waiver
Waiver by either party of any provision of this Agreement in any instance shall not constitute a waiver of that provision in any otherinstance, or waiver of any other provision of this Agreement.
14. Entire Agreement
This Agreement is the complete and exclusive statement of the Agreement between the parties, and supersedes all proposals or prior Agreements, oral or written, and all other communications and correspondence between the parties relating to its subject matter.
15. Changes to the Agreement
Occasionally we may make changes to the Agreement. When material changes to the Agreement are made, PST will provide you will notice as appropriate under the circumstances (e.g. by displaying a prominate notice within the Service or by sending you an email). In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes.
16. Assignment
Neither Party shall assign or in any manner transfer its interests or any part thereof in this Agreement to any third party without the prior written consent of the other Party, except by reason of merger, reorganization, sale of all or substantially all of the assets of a party, change ofcontrol or operation of law. Any assignment in violation of this Section is void.
17. Governing Law
This Agreement shall be governed by and enforced in accordance with the laws of the State of Nebraska.