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Text Content

END USER LICENSE AGREEMENT


VALMONT


TERMS OF USE

Last Updated: February 2024

These Terms of Use (these “Terms”) apply to your access to, and use of our
mobile applications (collectively the “Apps”), and website located at
qascheduling.valleyirrigation.com (the “Site”, and together with Apps, the
“Services”), which are owned and operated by Valmont Industries, Inc.
(“Valmont”, “we”, “us” or “our”). THESE TERMS ARE IMPORTANT, CONTAIN LEGAL
OBLIGATIONS AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. NOTE
THAT SECTION 19 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT
REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES
AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING OUR SERVICES OR CREATING AN
ACCOUNT, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING
THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH HEREIN,
YOU MAY NOT ACCESS OR USE THE SERVICES.


1. ELIGIBILITY TO USE THE SERVICES.

To be eligible to use the Services you must meet the following criteria and, by
agreeing to these Terms, represent and warrant that you: (a) are 18 years of age
or older/of legal age to enter into a binding agreement; (b) have not been
previously suspended or removed from the Services, or engaged in any activity
that could result in suspension or removal from the Services; (c) will only
maintain one Account at any given time; (d) have full power and legal authority
to enter into these Terms and in doing so will not violate any other agreement
to which you are a party, and will comply with these Terms at all times; and (e)
agree to use your name and your email address when registering.

If you are accessing or using our Services on behalf of another person or
entity, you represent that you are authorized to accept these Terms on that
person or entity’s behalf and that the person or entity agrees to be responsible
to us if you or the other person or entity violates these Terms.


2. ADDITIONAL TERMS.

Certain features of the Services may be subject to additional terms and
conditions (“Additional Terms”). We may present Additional Terms to you when you
activate or use a feature to which Additional Terms apply (either in the form of
disclaimers or notices, or a separate document), and your use of any feature
constitutes your acceptance of these Additional Terms before using such feature.
Unless otherwise stated in the Additional Terms, all Additional Terms are
incorporated into these Terms. If you do not agree with the Additional Terms,
you will not have access to the feature to which they relate. These Terms and
Additional Terms apply equally. If any Additional Term is inconsistent with any
provision of these Terms, the Additional Term will prevail only for the
feature(s) to which that Additional Term applies.


3. PRIVACY.

Please refer to our Privacy Policy
(https://learn.valleyirrigation.com/privacy-policy) for information about how we
collect, use and disclose information about you.


4. ACCOUNTS, ACCOUNT SECURITY AND COMMUNICATION PREFERENCES.

You may need to register for a user account (“Account”) to access some or all of
our Services. It is your responsibility to prevent disclosure of your username
and password, and to change your password if you feel that its security has been
compromised. You may change your password at any time. We shall not be liable or
responsible for any damages that result from your failure to keep your username
and/or password secure. You are responsible for all activity in your Account. If
you permit others to use your Account credentials, you are responsible for the
activities of such users that occur in connection with your Account.

As part of activating your Account, you are required to provide us with both a
valid email address and phone number, and to update this information if you
change your email account or phone number. By creating an Account, you also
consent to receive electronic communications from Valmont (e.g., via email, text
message, or by posting notices to the Services). These communications may
include operational notices about your Account (e.g., password changes and other
transactional information) and are part of your relationship with us. You agree
that any notices, agreements, disclosures or other communications that we send
to you electronically will satisfy any legal communication requirements,
including, but not limited to, that such communications be in writing. You
should maintain copies of electronic communications from us by printing a paper
copy or saving an electronic copy.


5. USER DATA.

Our Services may obtain content or data directly or indirectly from or through
you or your use of the Services (collectively, “User Data”). Except for the
license you grant below, as between you and Valmont, you retain all rights in
and to your User Data. You hereby grant Valmont a perpetual, nonexclusive,
royalty-free, worldwide, fully-paid, and sub-licensable license to (a) use,
reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, and display your User Data in all media formats and channels now
known or later developed without compensation to you; (b) use and analyze User
Data to provide maintenance and support for the Services, and for research and
development purposes (both internal and with Valmont third-party partners bound
by a duty of confidentiality); (c) analyze User Data with similar data from
other sources for identifying trends, patterns, relationships, and statistics
(“Trend Data”); (d) summarize, aggregate, or otherwise consolidate User Data
with similar data from other sources to develop data aggregates, abstracts,
reports, or other descriptions (“Summary Data”); and (e) use and distribute to
others User Data as it appears in Trend Data and Summary Data.

If you supply or transmit any User Data via the Services, you represent and
warrant to us that you have the legal right necessary to grant us the license
described above, and that such material will not violate any law or the rights
of any person or entity (including, without limitation copyright, trademark,
patent, trade secret, or other intellectual property right, or moral right or
right of publicity). Any User Data posted publicly or sent privately is the sole
responsibility of the person that submitted it. Although Valmont reserves the
right to review or remove all User Data on the Services, we do not necessarily
review all of it. As such, we do not take responsibility for any User Data
provided through the Services.


6. DATA TRANSFERS TO THIRD PARTIES

We agree to transfer User Data to a third party that has been pre-approved by us
(“Valmont Approved Third Party”) upon our receipt of a written or electronic
request from you authorizing such a transfer (each, a “Data Transfer
Authorization”). Upon our receipt of a Data Transfer Authorization, we shall be
instructed and authorized by you to begin and continue transferring User Data to
such Valmont Approved Third Party until we receive a written or electronic
request stating that transfers to such Valmont Approved Third Party should cease
(each, a “Data Transfer Authorization Revocation”). We will cease transfer of
User Data to such Valmont Approved Third Party within a reasonable period of
time from the receipt of a Data Transfer Authorization Revocation. All transfers
of User Data shall be performed at our sole discretion, including but not
limited to, with respect to duration, frequency, file size, timing, and transfer
speed. WE SHALL NOT BE LIABLE AND YOU AGREE TO HOLD US HARMLESS FOR ANY VALMONT
APPROVED THIRD PARTY’S USE OF USER DATA AND FOR YOUR USE OF A VALMONT APPROVED
THIRD PARTY.


7. APPROPRIATE USE OF THE SERVICES.

You agree to use the Services in accordance with all applicable local, state,
national and foreign laws, treaties and regulations. You will not violate any
contract, intellectual property or other third-party right or commit a tort, and
you are solely responsible for your conduct while accessing or using our
Services. In addition, without limitation, you will not, directly or indirectly,
do any of the following while using or accessing the Services:

 * Engage in any harassing, threatening, intimidating, predatory or stalking
   conduct;
 * Use or attempt to use another user’s Account without authorization from that
   user and Valmont;
 * Copy, reproduce, sell, rent, lease, sublicense, assign, distribute, transfer,
   or otherwise make available the Services or Content, or any features or
   functionality of the Services, to any third-party for any reason, including
   by making the Services available on a network where it is capable of being
   accessed by more than one device at any time
 * Modify, translate, adapt, or otherwise create derivative works or
   improvements, whether or not patentable, of the Services or Content;
 * Remove, alter or tamper with any copyright, trademark or other proprietary
   rights or legal notices contained in any Content obtained from the Services;
 * Decompile, disassemble, reverse engineer, or otherwise attempt to discover or
   derive any proprietary software code or information associated with the
   Services;
 * Use the Services in any manner that could interfere in any way with the
   operation of the Services or any server, network or system associated with
   the Services, including, without limitation, by: hacking, mail-bombing,
   flooding, overloading, or making “denial of service” attacks; probing,
   scanning or testing the vulnerability of the Services or any server, network
   or system associated with the Services; breaching or circumventing firewall,
   encryption, security or authentication routines; or accessing data not
   intended for you;
 * Use any automated program, tool or process (including, without limitation,
   data miners, web crawlers, robots, bots, spiders, and automated scripts) to
   access the Services or any server, network or system associated with the
   Services, or to extract, collect, harvest or gather content or information
   from the Services;
 * Download (other than the page caching) any portion of the Services or
   Content, except as expressly permitted by us;
 * Frame or otherwise create a browser or border environment around any page or
   content of the Services, or deep-link to any internal page or area of the
   Services; or
 * Make any other use of the Services that violates these Terms or any
   applicable law or that is contrary to its intended purpose.

You may also only upload or otherwise share User Data that you have all
necessary rights to disclose. You may not upload, store or share any User Data
that:

 * Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd,
   suggestive, harassing, threatening, invasive of privacy or publicity rights,
   abusive, inflammatory or fraudulent;
 * Would constitute, encourage or provide instructions for a criminal offense,
   violate the rights of any party or otherwise create liability or violate any
   local, state, national or international law;
 * May infringe any patent, trademark, trade secret, copyright or other
   intellectual or proprietary right of any party;
 * Impersonates, or misrepresents your affiliation with, any person or entity;
 * Contains any private or personal information of a third party without such
   third party’s consent;
 * Contains any viruses, corrupted data or other harmful, disruptive or
   destructive files or content; or
 * Is, in our sole judgment, objectionable or that restricts or inhibits any
   other person from using or enjoying our Services, or that may expose Valmont
   or others to any harm or liability of any type.

If you access and use the Services on your smartphone, tablet or other mobile
device, you must have wireless service through Wi-Fi or a participating wireless
service provider and a compatible mobile device. You are responsible for all
charges (including data and messaging charges) related to your use of the
Services through your device. We do not guarantee that the Services are
compatible with any particular operating system, browser, mobile device or other
software or equipment.


8. RESERVATION OF RIGHTS.

We may modify, suspend, or discontinue any aspect of the Services at any time
without prior notice. You agree that we shall not be liable to you or any third
party for any modification, suspension, or discontinuance of any feature or
component of the Services. In addition, we reserve the right, at any time and
for any reason, with or without notice, and without liability to you or any
other user, to: (a) restrict, limit, suspend or terminate your and/or any other
user’s access to the Services; (b) monitor any user’s use of the Services to
verify compliance with these Terms and/or any applicable law; (c) investigate
any suspected or alleged misuse of the Services and cooperate with law
enforcement and/or third-parties in such investigation; and (d) disclose
information about any user’s use of the Services in connection with law
enforcement investigation of alleged illegal activity, or in response to a
lawful court order or subpoena.


9. PROPRIETARY RIGHTS.

Unless otherwise indicated in writing by us, the Services and all content and
other materials contained therein, including, without limitation, the Valmont
logo and all designs, text, graphics, pictures, information, data, software,
sound files, other files and the selection and arrangement thereof
(collectively, “Content”) are the proprietary property of Valmont or our
licensors or users, as applicable, and are protected by U.S. and international
copyright laws.

No exclusive rights are granted by these Terms. You acknowledge and agree that
the Services and Content are provided under license, and not sold, to you. You
do not acquire any ownership interest in the Services or Content under these
Terms, or any other rights thereto other than to use the Services and Content in
accordance with the license granted, and subject to all terms, conditions, and
restrictions, under these Terms. Valmont reserves and shall retain its entire
right, title, and interest in and to the Services and Content, including all
patents, copyrights, trademarks, and other intellectual property rights therein
or relating thereto, except as expressly granted to you in these Terms.


10. LICENSE TO ACCESS AND USE OUR SERVICES AND CONTENT.

Subject to your compliance with these Terms, you are hereby granted a limited,
nonexclusive, non-transferable, non-sublicensable license to access and use the
Services and Content. Except for this limited licenses granted to you, we
reserve all other rights. Any use of the Services or Content other than as
specifically authorized herein, without our prior written permission, is
strictly prohibited and will terminate the license granted herein. Such
unauthorized use may also violate applicable laws, including, without
limitation, copyright and trademark laws and applicable communications
regulations and statutes. This license is revocable at any time for any or no
reason.

Notwithstanding anything to the contrary in these Terms, the Services and
Content may include software components provided by Valmont or a third party
that are subject to separate license terms, in which case those license terms
will govern such software components.


11. TRADEMARKS.

All trademarks, trade names, service marks and logos appearing on or through the
Services (including, without limitation, the “Valmont” name, Valmont logo, and
any other Valmont product or service names, logos, marks, slogans, or other
identifiers) (collectively, the “Trademarks”) are owned or licensed by us, and
may not be copied, imitated or used, in whole or in part, without our prior
written permission. You may not use any metatags or other “hidden text”
utilizing “Valmont” or any other Trademark of Valmont without our prior written
permission. In addition, the look and feel of the Services (including, without
limitation, all page headers, custom graphics, button icons and scripts)
constitute the Trademark of Valmont. All other trademarks, registered
trademarks, product or service names and company names or logos mentioned on the
Services are the property of their respective owners and may not be copied,
imitated or used, in whole or in part, without the permission of the applicable
trademark holder. Reference to any products, services, processes or other
information by name, trademark, manufacturer, supplier or otherwise does not
constitute or imply endorsement, sponsorship or recommendation by Valmont.


12. THIRD-PARTY CONTENT AND LINKS TO THIRD PARTIES.

We may display content from third parties through the Services (collectively,
“Third-Party Content”). We do not control, endorse or adopt any Third-Party
Content, and we make no representations or warranties of any kind regarding such
Third-Party Content, including, without limitation, regarding their accuracy,
completeness, timeliness, validity, copyright compliance, legality, decency,
quality, or any other aspect thereof. You acknowledge and agree that your
interactions with third parties providing Third-Party Content are solely between
you and such third parties.

The Services may contain links to third-party websites, products and/or services
(each, a “Linked Third-Party Service”). Such links do not constitute or imply
Valmont’s approval, sponsorship or endorsement of any Linked Third-Party
Service. Valmont is not responsible for and makes no representations or
warranties, express or implied, regarding any Linked Third-Party Service. When
you access and use a Linked Third-Party Service, you are subject to that third
party’s terms and conditions of use and privacy policy. Any rights, claims or
actions you may have in respect of a Linked Third-Party Service can only be
brought directly against the provider of that Linked Third-Party Service. You
access and use a Linked Third-Party Service solely at your own risk.


13. FEEDBACK.

Separate and apart from User Data, you can submit questions, comments,
suggestions, ideas, original or creative materials or other information about
Valmont or the Services (collectively, “Feedback”). Feedback is non-confidential
and shall become the sole property of Valmont. Valmont shall own exclusive
rights, including, without limitation, all intellectual property rights, in and
to such Feedback and shall be entitled to the unrestricted use and dissemination
of this Feedback for any purpose, commercial or otherwise, without
acknowledgment or compensation to you.


14. COMPLIANCE WITH LAW.

You warrant that you will use the Services for lawful purposes and will comply
with any government law, regulation, or rule applicable hereto, including the
laws of the U.S. and foreign trade control laws and regulations; and that you
understand that the Services may be subject to export and other foreign trade
controls restricting re-sales and/or transfers to other countries and parties,
including U.S. Export Administration Regulations and/or the foreign trade
control regulations of the U.S. Treasury Department. Any other provision of
these Terms to the contrary notwithstanding, you agree that the Services shall
not be resold, re-exported, or otherwise transferred. The Services remains
subject to applicable U.S. laws.


15. RELEASE.

To the fullest extent permitted by applicable law, you, on behalf of your heirs,
executors, administrators, legal and personal representatives, hereby release,
waive, acquit and forever discharge Valmont its affiliates, dealers, and
third-party suppliers, and their officers, directors, personnel, agents, and
representatives (collectively, the “Valmont Parties”) from and against, and
covenant not to sue any such Valmont Party for, all claims you have or may have
arising out of or in any way related to these Terms. IF YOU ARE A CALIFORNIA
RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH
STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”


16. INDEMNIFICATION.

To the maximum extent permitted by applicable law, you agree to indemnify,
defend and hold harmless Valmont Parties from and against all actual or alleged
Valmont Party or third party claims, damages, awards, judgments, losses,
liabilities, obligations, penalties, interest, fees, expenses and costs of every
kind and nature whatsoever, whether known or unknown, foreseen or unforeseen,
matured or unmatured, or suspected or unsuspected, in law or equity, whether in
tort, contract or otherwise (collectively, “Claims”), including, but not limited
to, damages to property or personal injury, that are caused by, arise out of or
are related to (a) any use or misuse of the Services or Content by you or any
third party you authorize to access or use such Services or Content, (b) any
Feedback you provide, (c) your violation of these Terms, and (d) your violation
of the rights of another. You agree to promptly notify Valmont of any third
party Claims, cooperate with the Valmont Parties in defending such Claims and
pay all fees, costs and expenses associated with defending such Claims
(including, but not limited to, attorneys’ fees and expenses, court costs, costs
of settlement and costs of pursuing indemnification and insurance). You further
agree that the Valmont Parties shall have sole control of the defense or
settlement of any third party Claims. This indemnity is in addition to, and not
in lieu of, any other indemnities set forth in a written agreement between you
and Valmont.


17. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VALMONT
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION,
QUIET ENJOYMENT, VALUE, AND ACCURACY OF DATA. VALMONT MAKES NO WARRANTY THAT THE
SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VALMONT MAKE ANY WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR CONTENT,
OR THAT DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED, OR THAT ANY
INFORMATION OBTAINED THROUGH OR IN CONNECTION WITH THE SERVICES OR CONTENT WILL
BE ACCURATE OR COMPLETE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR
LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VALMONT
OR THROUGH THE SERVICES OR CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN.

THE SERVICES AND CONTENT ARE NOT INTENDED TO PROVIDE A SUBSTITUTE FOR YOUR OWN
SOUND AND REASONABLY PRUDENT JUDGMENT. PERSONS USING THE SERVICES AND CONTENT
ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICES, CONTENT, MATERIALS AND
OTHER INFORMATION PROVIDED, AND AGREE THAT VALMONT IS NOT RESPONSIBLE OR LIABLE
FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM THEIR USE. YOUR RELIANCE ON THE
SERVICES AND CONTENT OBTAINED OR USED BY YOU IS SOLELY AT YOUR OWN RISK EXCEPT
AS PROVIDED BY LAW.

SOME STATES MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. BUT, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
WE EXCLUDE ALL WARRANTIES.


18. LIMITATIONS OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE VALMONT
PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF
REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF
ASSETS, PERSONAL INJURY, PROPERTY DAMAGE, CROP LOSS, COST OF SUBSTITUTE GOODS OR
SERVICES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COMPUTER FAILURE OR
MALFUNCTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE
SERVICES OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER DATA, THIRD-PARTY
CONTENT AND LINKED THIRD-PARTY SERVICES), OR OTHERWISE RELATED TO THESE TERMS
(INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE
ON ANY INFORMATION OBTAINED FROM THE SERVICES OR CONTENT OR ANY VALMONT PARTY OR
THIRD PARTY, OR FROM EVENTS BEYOND THE VALMONT PARTIES’ REASONABLE CONTROL, SUCH
AS SERVICE INTERRUPTIONS, DELETIONS OF FILES, ERRORS OR OMISSIONS, DEFECTS,
BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE
OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS
FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE VALMONT PARTIES’
RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED
IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER
ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM
AGGREGATE LIABILITY OF THE VALMONT PARTIES (JOINTLY) ARISING OUT OF OR IN ANY
WAY RELATED TO ACCESS OR USE OF THE SERVICES OR CONTENT, EXCEED THE AMOUNT YOU
PAID TO US FOR THE SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE
EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING
SHALL CONSTITUTE THE VALMONT PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT
HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT
(INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR
IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

THE LIMITATIONS SET FORTH IN THIS SECTION 18 WILL NOT LIMIT OR EXCLUDE LIABILITY
FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR
FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS
MISCONDUCT.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL
OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.


19. DISPUTE RESOLUTION; ARBITRATION.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE
CERTAIN DISPUTES AND CLAIMS WITH VALMONT AND LIMITS THE MANNER IN WHICH YOU CAN
SEEK RELIEF FROM US, INCLUDING A CLASS ACTION WAIVER. This Section 19 applies to
all Disputes (unless excluded under Section 19.1) between you and the Valmont
Parties.


19.1. BINDING ARBITRATION.

EXCEPT FOR ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS OR
PROCEEDINGS (COLLECTIVELY, “DISPUTES”) IN WHICH EITHER PARTY SEEKS TO BRING AN
INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE
RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT
LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR
PATENTS, YOU AND VALMONT AGREE (A) TO WAIVE YOUR AND VALMONT’S RESPECTIVE RIGHTS
TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS, OR THE
SERVICES OR CONTENT, RESOLVED IN A COURT, AND (B) TO WAIVE YOUR AND VALMONT’S
RESPECTIVE RIGHTS TO A JURY TRIAL. INSTEAD, YOU AND VALMONT AGREE TO ARBITRATE
DISPUTES THROUGH BINDING ARBITRATION (WHICH IS THE REFERRAL OF A DISPUTE TO ONE
OR MORE PERSONS CHARGED WITH REVIEWING THE DISPUTE AND MAKING A FINAL AND
BINDING DETERMINATION TO RESOLVE IT INSTEAD OF HAVING THE DISPUTE DECIDED BY A
JUDGE OR JURY IN COURT).


19.2. NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS.

YOU AND VALMONT AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS
OR THE SERVICES, OR CONTENT IS PERSONAL TO YOU AND VALMONT AND THAT SUCH DISPUTE
WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT
AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE
PROCEEDING. You and Valmont agree that there will be no class arbitration or
arbitration in which an individual attempts to resolve a Dispute as a
representative of another individual or group of individuals. Further, you and
Valmont agree that a Dispute cannot be brought as a class or other type of
representative action, whether within or outside of arbitration, or on behalf of
any other individual or group of individuals.


19.3. FEDERAL ARBITRATION ACT.

You and Valmont agree that these Terms affect interstate commerce and that the
enforceability of this Section 19 shall be both substantively and procedurally
governed by and construed and enforced in accordance with the Federal
Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent
permitted by applicable law.


19.4. NOTICE; INFORMAL DISPUTE RESOLUTION.

You and Valmont agree that each party will notify the other party in writing of
any arbitrable or small claims Dispute within thirty (30) days of the date it
arises, so that the parties can attempt in good faith to resolve the Dispute
informally. Notice to Valmont shall be sent by certified mail or courier to
Attn: Legal Department, Valmont Industries, Inc., One Valmont Plaza, Omaha, NE
68154. Your notice must include (a) your name, postal address, telephone number,
the email address you use or used for your Account and, if different, an email
address at which you can be contacted, (b) a description in reasonable detail of
the nature or basis of the Dispute, and (c) the specific relief that you are
seeking. Our notice to you will be sent electronically in accordance with
Section 4 and will include (x) our name, postal address, telephone number and an
email address at which we can be contacted with respect to the Dispute, (y) a
description in reasonable detail of the nature or basis of the Dispute, and (z)
the specific relief that we are seeking. If you and Valmont cannot agree how to
resolve the Dispute within thirty (30) days after the date notice is received by
the applicable party, then either you or Valmont may, as appropriate and in
accordance with this Section 19, commence an arbitration proceeding or, to the
extent specifically provided for in Section 19.1, file a claim in court.


19.5. PROCESS.

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN
SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED
UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION,
COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND
VALMONT AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR VALMONT
WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING
CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND VALMONT WILL NO LONGER
HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Valmont
agree that (a) arbitration will be conducted confidentially by a single
arbitrator in accordance with the commercial rules of the American Arbitration
Association (“AAA”) that are in effect at the time the arbitration is initiated,
as modified by the terms set forth herein (“AAA Rules”), which are hereby
incorporated by reference, and (b) that the seat of the arbitration shall be
Douglas County, Nebraska and that state or federal courts of the State of
Nebraska and the United States, respectively, sitting in Douglas County,
Nebraska, have exclusive jurisdiction over any litigation in aid of arbitration
and the enforcement of any arbitration awards. The parties shall attempt to
agree on the single arbitrator to be appointed to resolve the dispute. If the
parties are unable to reach agreement within 30 days after commencement of the
arbitration with the AAA, the arbitrator selection process identified in the AAA
Rules shall apply. You may also litigate a Dispute in the small claims court
located in the county of your billing address if the Dispute meets the
requirements to be heard in small claims court. Each party shall be responsible
for its costs incurred in such arbitration, but the arbitrator shall not have
the authority to re-allocate those costs in an award or otherwise. If you cannot
afford to pay for the arbitration, you agree to provide us the option of paying
the arbitrator before seeking to initiate any other form of dispute resolution,
including litigation. As part of the arbitration, both you and Valmont will have
the opportunity to reasonable discovery of non-privileged information that is
relevant and material to the Dispute, including the ability to request from each
other, and third parties, documents, information and testimony that is relevant
and material to the Dispute.


19.6. AUTHORITY OF ARBITRATOR.

As limited by the FAA, these Terms and the applicable AAA Rules, the arbitrator
will have (a) the exclusive authority and jurisdiction to make all procedural
and substantive decisions regarding a Dispute, including the determination of
whether a Dispute is arbitrable, and (b) the authority to grant any remedy that
would otherwise be available in court; provided, however, that the arbitrator
does not have the authority to conduct a class arbitration or a representative
action, which is prohibited by these Terms. The arbitrator may only conduct an
individual arbitration and may not consolidate more than one individual’s
claims, preside over any type of class or representative proceeding or preside
over any proceeding involving more than one individual.


19.7. AAA RULES.

By agreeing to be bound by these Terms, you either (a) acknowledge and agree
that you have read and understand the AAA Rules, or (b) waive your opportunity
to read the AAA Rules and any claim that the AAA Rules are unfair or should not
apply for any reason.


19.8. SEVERABILITY.

If any term, clause or provision of this Section 19 is held invalid or
unenforceable, it will be so held to the minimum extent required by law, and all
other terms, clauses and provisions of this Section 19 will remain valid and
enforceable. Further, the waivers set forth in Section 19.2 are severable from
the other provisions of these Terms and will remain valid and enforceable,
except as prohibited by applicable law.


19.9. OPT-OUT RIGHT.

You have the right to opt out of binding arbitration within thirty (30) days of
the date you first accepted the terms of this Section 19 by writing to:
legal@valmont.com. In order to be effective, the opt out notice must include
your full name and clearly indicate your intent to opt out of binding
arbitration. By opting out of binding arbitration, you are agreeing to resolve
Disputes in accordance with Section 20.


20. GOVERNING LAW.

These Terms, and your access to and use of the Services shall be governed by and
construed and enforced in accordance with the laws of the State of Nebraska,
without regard to conflict of law rules or principles (whether of the State of
Nebraska or any other jurisdiction) that would cause the application of the laws
of any other jurisdiction. Any Dispute between the parties that is not subject
to arbitration or cannot be heard in small claims court, shall be resolved on an
individual basis in the state or federal courts of the State of Nebraska and the
United States, respectively, sitting in Douglas County, Nebraska.


21. INTERNATIONAL DATA TRANSFERS

The Services are based in the United States and are subject to U.S. law. If you
are accessing the Services from outside the United States, please be advised
that U.S. law may not offer the same privacy protections as the laws of your
jurisdiction. Further, regardless of where you are accessing the Services, data
may be transferred to countries outside of the United States, for storage,
review, analytics, or other processing, after which point it may be transferred
back to the United States or other third countries. By accessing and using the
Services, you consent to the transfer to and processing of your information,
including personal data, in the United States or other third countries.


22. TERMINATION.

Either you or we may terminate our relationship at any time, with or without
cause. In addition, we may deactivate, terminate or suspend your account at any
time: (a) if we, in our sole discretion, determine that you are or have been in
violation of these Terms; (b) if we, in our sole discretion, determine that you
have created risk or possible legal exposure for Valmont; (c) in response to
requests by law enforcement or other government agencies; (d) upon
discontinuance or material modification of the Services, or (e) due to
unexpected technical issues or problems. We may also stop providing the Services
or create limits on use of the Services (in each case, whether specifically to
you or generally).

These Terms automatically terminate when you fail to comply or if we reasonably
believe that you have not complied with any term or condition of them.

Termination will not limit any of our other rights or remedies. Any provision
that must survive in order to give proper effect to the intent and purpose of
these Terms shall survive termination.


23. APP UPDATES.

Valmont may from time to time, in its sole discretion (without obligation),
develop and provide updates for our App, which may include upgrades, bug fixes,
patches and other error corrections and/or new features (collectively,
“Updates”). Updates may also modify or delete in their entirety certain features
and functionality. You agree that Valmont has no obligation to provide any
Updates or to continue to provide or enable any particular features or
functionality.

Portions of the App may not properly operate if you do not install all Updates,
so we encourage you to promptly install all updates. To that end, based on your
mobile device settings, when your mobile device is connected to the Internet,
either (a) the Updates will automatically download and install or (b) you may
receive notice of or be prompted to download and install available Updates. For
clarity, all Updates are part of the App and subject to these Terms.


24. APPLE DEVICE ADDITIONAL TERMS.

If you access an App via a mobile device or tablet branded by Apple, Inc.
(“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms
(“Apple Device Additional Terms”) are hereby made part of these Terms:

 * Conflicting Terms. If these Apple Device Additional Terms conflict with any
   other provision of these Terms, then the Apple Device Additional Terms shall
   control with respect to access and use of the Services via an Apple Device.
 * Agreement with Valmont, Not Apple. You acknowledge that these Terms are an
   agreement between Valmont and you, and not with Apple. Valmont, not Apple, is
   solely responsible for any App you access via your Apple Device (“iOS App”)
   and the content thereof. If these Terms are less restrictive with respect to
   an iOS App or otherwise conflict with, the Apple App Store Terms of Service
   (the “App Store Terms of Service”), the App Store Terms of Service shall
   apply to the extent of any conflict.
 * Scope of License. The license granted to use an iOS App is limited to a
   non-transferable license to use the App on an Apple Device that you own or
   control and as permitted by the usage rules set forth in the App Store Terms
   of Service.
 * Maintenance and Support. You acknowledge that Apple has no obligation
   whatsoever to furnish any maintenance and support services with respect to
   any iOS App. If Valmont decides (in its sole discretion) to provide support
   and maintenance services for an iOS App, Valmont is solely responsible for
   providing such services.
 * Warranty. In the event of any failure of an iOS App to conform to any
   applicable warranty provided by Valmont in these Terms, you may notify Apple
   and Apple will refund the purchase price for the iOS App (if any) and, to the
   maximum extent permitted by applicable law, Apple will have no other warranty
   obligation whatsoever with respect to the iOS App and any other claims,
   losses, liabilities, damages, costs or expenses attributable to any failure
   to conform to any warranty is Valmont’s sole responsibility. Notwithstanding
   the foregoing, Valmont is not obligated to provide any warranty with respect
   to an iOS App and you acknowledge and agree that this paragraph will not have
   any effect on the warranty disclaimers provided in these Terms.
 * Product Claims. You hereby acknowledge that Valmont, not Apple, is
   responsible for addressing your or any third-party claims relating to an iOS
   App and/or use of an iOS App, including, but not limited to: (a) product
   liability claims; (b) any claim that an iOS App fails to conform to any
   applicable legal or regulatory requirement; and (c) claims arising under
   consumer protection or similar legislation. Note that pursuant to the
   limitation of liability provision set forth in these Terms, these Terms will
   not limit Valmont’s liability beyond what is permitted by applicable law.
   Notwithstanding the foregoing, Valmont may not be liable for such claims
   pursuant to these Terms.
 * Intellectual Property Rights. You acknowledge that, in the event of any third
   party claim that an iOS App or your possession and use (in accordance with
   these Terms) of an iOS App infringes that third party’s intellectual property
   rights, Valmont, not Apple, is solely responsible for the investigation,
   defense, settlement and discharge of any such intellectual property
   infringement claim. Notwithstanding the foregoing, Valmont is not obligated
   to provide any defense or indemnification for such claims.
 * Legal Compliance. You represent and warrant that (a) you are not located in a
   country that is subject to a U.S. Government embargo, or that has been
   designated by the U.S. Government as a “terrorist supporting” country; and
   (b) you are not listed on any U.S. Government list of prohibited or
   restricted parties.
 * Third Party Beneficiary. You hereby acknowledge and agree that Apple, and
   Apple’s subsidiaries, are third-party beneficiaries of these Terms with
   respect to any iOS App, and that, upon your acceptance of these Terms, Apple
   has the right (and deemed to have accepted the right) to enforce the Terms
   against you with respect to the iOS App as a third party beneficiary thereof.
 * Questions or Complaints. Please address your questions, complaints or claims
   with respect to an iOS App to Valmont at 1-888-223-0595 or
   Valley365Support@valmont.com. Valmont’s principal offices are located at One
   Valmont Plaza, Omaha, Nebraska 68154.


25. SEVERABILITY.

If any term, clause or provision of these Terms is held invalid or
unenforceable, then that term, clause or provision will be severable from these
Terms and will not affect the validity or enforceability of any remaining part
of that term, clause or provision, or any other term, clause or provision of
these Terms.


26. MISCELLANEOUS.

These Terms, and any other terms and policies incorporated herein, constitute
the entire agreement between you and Valmont relating to your access to and use
of the Services. These Terms, and any rights and licenses granted hereunder, may
not be transferred or assigned by you without the prior written consent of
Valmont. No waiver of any provision of these Terms will constitute a waiver of
such provision in any prior, concurrent or subsequent circumstance, and
Valmont’s failure to assert any right or provision under these Terms shall not
constitute a waiver of such right or provision. Except as otherwise provided
herein, these Terms are intended solely for the benefit of the parties and are
not intended to confer third party beneficiary rights upon any other person or
entity.

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