TMA Systems, LLC Terms and Conditions
By clicking the I Accept button of this TMA Systems, LLC service agreement (the “Agreement”), you agree to
the following terms and conditions. If
you are executing this Agreement on behalf of a company, you represent that you
have the authority to bind the company to the terms governing the use of TMA
Systems, LLC ‘s on-line service, WebTMA
(the “Service”). The term “you” refers to the individual or a legal
entity, as applicable, that registers for or uses the Service. If you do not have such authority, or if you do
not agree with these terms, you must select the “I Decline” button and may not
use the Service.
Welcome. As part of the Service, TMA
Systems, LLC will provide you with use of the Service, including a browser
interface and data encryption, transmission, access and storage. Your registration
for, or use of, the Service shall be deemed to be your agreement to abide by
this Agreement.
Price and Payment. You will pay all fees or charges to your
account in accordance with the fees, charges, and billing terms in effect at
the time a fee or charge is due and payable.
You must provide TMA Systems, LLC with valid credit card or purchase
order information as a condition to signing up for the Service. You must also report and pay any applicable
taxes to the appropriate governmental agency. Purchase orders may be subject to
credit approval.
Charges. TMA Systems, LLC will
automatically renew and bill your credit card or issue an invoice to you as
follows: (a) every month for monthly subscriptions or (b) every quarter for
quarterly subscriptions, (c) upon the commencement of the annual term and then
at each subsequent anniversary of that initial term for continuous annual
subscriptions. The renewal charge shall be equal to the current number of
licenses times the original user fee, unless TMA Systems, LLC notifies you in
advance to the contrary. You will have
30 days after the date that any renewal fee is posted to notify TMA Systems,
LLC that you wish to cancel your subscription, effective on receipt of such
notification. All invoices shall be due
and payable within 30 days after the invoice date.
Non-Payment. If timely payment is not received or cannot be charged to
your credit card for any reason, TMA Systems, LLC reserves the right to either suspend
or terminate your access to the Service and account and terminate this
Agreement. If TMA Systems, LLC receives
a cancellation notice from you, you will be obligated to pay balance due on
your account. You agree that TMA Systems, LLC may charge such unpaid fees to
your credit card or otherwise bill you for such unpaid fees.
Non-Transferable Membership. TMA Systems, LLC and its licensors grant to you a
personal, non-exclusive, non-transferable license to use and display the audio
and visual information, documents, products and software contained in or made
available through the Service (the “Content”) solely for your own internal
business purposes. All rights not expressly granted by TMA Systems, LLC to you
are retained.
Restrictions. You are permitted to store, manipulate, analyze, reformat,
print, and display the Content only for your personal use. Unauthorized use of the Service, or the
resale of the Services, is expressly prohibited. You shall not copy, license,
sell, transfer, transmit, make available, distribute, publish, or assign this
license or the Content in any format to any third party. You also shall not create an Internet “link”
to the Service or “frame” or “mirror” any Content contained on, or accessible
from, this Service on any other server or Internet-based device
Links to Third Party Sites.
TMA Systems, LLC does not endorse any sites on the Internet which are
linked through the Service. TMA Systems,
LLC is providing these links to you only as a matter of convenience, and in no
event shall TMA Systems, LLC be responsible for any content, products, or other
materials on or available from such sites.
User Accounts. A user account is required to access the Service and may
be accessed and used only by those authorized individuals who are registered
with TMA Systems, LLC. To open a user
account, you or your company must complete the registration process by
providing TMA Systems, LLC with current, complete and accurate information as
prompted by the registration form. In registering for the Service, you and your
company’s users agree to submit accurate, current and complete information
about you and your organization, and promptly update such information. Should TMA Systems, LLC suspect that such
information is untrue, inaccurate, not current or incomplete, TMA Systems, LLC
has the right to suspend or terminate your usage of the Service. You will
choose a personal, non-transferable password. User accounts cannot be “shared”
or used by more than one individual.
User licenses can be transferred to a new user only if a previous user
becomes inactive and is unable to access the Service.
User Responsibilities. You are also solely responsible
for any and all activities that occur under your account and ensuring that you
exit or log-off from your account at the end of each session of use. You shall notify TMA Systems, LLC immediately
of any unauthorized use of your password or account or any other breach of
security that is known or suspected by you.
You shall also use your best efforts to stop immediately any copying or
distribution of Content that is known or suspected by you. TMA Systems, LLC of any TMA Systems, LLC
shall not be responsible for any unauthorized access to, or alteration of, your
transmissions or data, any material, information or data sent or received,
regardless of whether the data is actually received by TMA Systems, LLC, or any
transactions entered into through the Service or failure to abide by this
Agreement.
Account Information
and Data. TMA
Systems, LLC does not own any data, information or material that you submit to
the Service (“Data”), unless we specifically tell you otherwise before you
submit it. TMA Systems, LLC will not
monitor, edit, or disclose any information regarding you or your account,
including any Data, without your prior permission except in accordance with
this Agreement. Please be aware that TMA
Systems, LLC does provide certain user registration and statistical information
such as usage or user traffic patterns in aggregate form to third parties but
such information will not include personally identifying information and that
your Internet protocol address is not transmitted with each message sent from
your TMA Systems, LLC account. TMA
Systems, LLC may access your account, including its Data, to respond to service
or technical problems or as stated in this Agreement. You, not TMA Systems, LLC, shall have sole responsibility for the
accuracy, quality, integrity, legality, reliability, appropriateness and
copyright of all Data and TMA Systems, LLC shall not be responsible or liable
for the deletion, correction, destruction, damage, loss or failure to store any
Data.
Use, Storage and Other
Limitations. TMA
Systems, LLC reserves the right to establish or modify general practices and limits
concerning use of the Service, including without limitation the maximum number
of days that Content will be retained by the Service, the maximum disk space
that will be allotted on TMA Systems’ servers on your behalf.
User Conduct. You agree to abide by all applicable local, state,
national and foreign laws, treatises and regulations in connection with the
Service. In addition, without
limitation, you agree not to use the Service to: (a) use information from the
Service in connection with sending unsolicited or unauthorized advertising,
promotional materials, junk mail, spam, chain letters, pyramid schemes, or any
other form of duplicative or unsolicited messages, whether commercial or
otherwise; (b) harvest, collect, gather or assemble information or data
regarding other users, including e-mail addresses, without their consent; (c)
transmit through or post on the Service unlawful, harassing, libelous, abusive,
harassing, tortious, defamatory,
threatening, harmful, abusive, libelous, invasive of another's privacy,
vulgar, obscene or otherwise objectionable material of any kind or nature or
which is harmful to minors in any way; (d) transmit any material that may
infringe the intellectual property rights or other rights of third parties,
including trademark, copyright or right of publicity; (e) transmit any material
that contains software viruses or other harmful or deleterious computer code,
files or programs such as trojan horses, worms, time bombs, cancelbots; (f)
interfere with or disrupt servers or networks connected to the Service or
violate the regulations, policies or procedures of such networks; (g) attempt
to gain unauthorized access to the Service, other accounts, computer systems or
networks connected to the Service, through password mining or any other means;
or (h) harass or interfere with another user’s use and enjoyment of the
Service.
Customer Service Level
Agreement. The expected service level for
WebTMA is 99.8% up-time. This excludes
problems caused by you or by non-TMA service providers.
WebTMA is available 24 hours per day, 7
days per week except for periods when it is unavailable for scheduled
maintenance of the software, hardware, network or other service components. You
will be notified at least 24 hours before any scheduled maintenance is
performed. Scheduled maintenance is never performed during Normal Business
Hours. Normal Business Hours are 8:00 am to 5:00 pm CST Monday through Friday.
WebTMA is
considered to be down if the Internet connection is down for a period greater
than 60 minutes. Since connection
involves multiple, redundant links to multiple upstream providers, this means
that ALL connections are unavailable for that period.
For each
single outage that is greater than 60 minutes, WebTMA clients will receive
credit for one day of all applicable charges (one-thirtieth of the applicable
monthly service charge adjusted by any discounts). A maximum of 7 days of credit is available
during any one calendar month. Credit is
not available if failure is due to: a fault in your data; a fault outside
WebTMA’s network; scheduled maintenance; customer acts or omissions; and
circumstances beyond TMA’s reasonable control.
Additionally, you will not receive credits for any period in which you
received the services at no cost. If you
are entitled to receive credits in any calendar month, the total amount
credited to you in connection with any failure shall not exceed the monthly
recurring charges otherwise payable by you in such calendar month. If you pay on an annual basis, the daily
credit will be based on the annual software amount divided by 365. The credit provided shall be your sole and
exclusive remedy for any failure by TMA Systems to provide WebTMA or adequate
service level including, but not limited to, any outages or network
congestion. Credits will be calculated
from the total monthly software charge from the month the outage occurred. In order to receive credit as stated above, you
must notify TMA Systems within 7 days from the time you become eligible to
receive such credits.
Termination.
TMA Systems, LLC, in its sole discretion, may terminate your password,
account or use of the Service and remove and discard any Data within the
Service if you fail to comply with this Agreement. You may terminate your user membership upon
notice to TMA Systems, LLC at any time.
Upon termination, you will be granted a refund of any prepaid charges
for the remaining term of your subscription starting within one month of our
receipt of your notice. TMA Systems, LLC
shall make available a file of Licensee’s data.
Licensee must make such request at the notification of termination to
receive such file within (30) days of termination. In addition, TMA
Systems, LLC may terminate a free account if you do not first log-on within 30
days after registration or 90 days since your last log-on. Upon termination of
an account, your right to use such account and the Service immediately ceases.
TMA Systems, LLC shall have no obligation to maintain any Data stored in your
account or to forward any Data to you or any third party.
Privacy Policy.
[hyperlink to Privacy Policy]
Cookies. Cookies are files that your web browser places on your
computer’s hard drive and are used to tell us whether you have visited the
Service previously. TMA Systems, LLC
uses a persistent cookie to help save and retrieve usernames used on the
Service. TMA Systems, LLC issues a session
cookie only to record encrypted authentication information for the duration of
a specific session. The session cookie
does not include either the username or password of the user.
Proprietary Rights. Except for the licenses granted herein, you have no right,
title or interest in or to the Service or any Content. You agree that TMA Systems, LLC or its
licensors retain all proprietary right,
title and interest, including copyright and all other intellectual property
rights, in and to the Service and Content, including, without limitation,
stories, articles, text, images, and other multimedia data. TMA Systems, LLC and/or other TMA Systems,
LLC products and services referenced herein are either trademarks or registered
trademarks of TMA Systems, LLC. The names of other companies and products
mentioned herein may be the trademarks of their respective owners.
Indemnification. You shall hold TMA Systems, LLC, its licensors
and each such party’s parents, subsidiaries, affiliates, officers, directors,
employees, attorneys, and agents, harmless from and against any and all claims,
costs, damages, losses, liabilities, and expenses (including attorneys’ fees
and costs) arising out of or in connection with your use of the Service
(including the Content) or breach of this Agreement.
Disclaimer of Warranties.
TMA SYSTEMS, LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TMA Systems, LLC AND ITS LICENSORS DO not
represent or warrant that: (I) the use of the SERVICE will be SECURE, TIMELY,
uninterrupted or error-free OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(V) ERRORS OR defects will be corrected, (VI) the SERVICE or the server(S) that
make thE SERVICE available are free of viruses or other harmful components.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS”
BASIS. ALL CONDITIONS, REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TMA SYSTEMS,
LLC AND ITS LICENSORS.
Limitation of Liability.
IN NO EVENT SHALL TMA SYSTEMS, LLC’S AGGREGATE LIABILITY EXCEED THE
AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TMA SYSTEMS,
LLC AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE,
SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR
KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING
BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT
OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF TMA SYSTEMS, LLC OR ITS LICENSORS
HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL TMA SYSTEMS, LLC’S LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES
OF ANY TYPE OR KIND (INCLUDING LOST PROFITS)
OR FOR ANY indirect,
special, exemplary or consequential damages (including lost profits), arising
under this Agreement or from performance thereunder based in contract,
negligence, strict liability or otherwise, whether or not THEY had any
knowledge, actual or constructive, that such damages might be incurred, OR FOR
ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, IN THE
CONTENT.
Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of
implied warranties or limitation of liability for incidental or consequential
damages, so the exclusions set forth above may not apply to you.
Local Laws and Export Control.
TMA Systems, LLC controls and operates this Service from its location in
the
Submissions. TMA Systems, LLC alone will own all right, title and
interest, including all related intellectual property rights, to any
suggestions, ideas, feedback, recommendations, or other information provided by
you relating to the Service (“Submissions”) and you agree to assign such
Submissions to TMA Systems, LLC free of charge. TMA Systems, LLC may use such Submissions as
it deems appropriate in its sole discretion.
Notice. TMA Systems, LLC may give notice by means of a general
notice on the Service, electronic mail to your e-mail address on record in TMA
Systems, LLC’S account information, or by written communication sent by first
class mail to your address on record in TMA Systems, LLC’S account information.
You may give notice to TMA Systems, LLC (such notice shall be deemed given when
received by TMA Systems, LLC) at any time by any of the following: electronic
mail to support@webtma.com; letter sent by confirmed facsimile to TMA Systems,
LLC at the following fax number: (918) 494-4892; letter delivered by nationally
recognized overnight delivery service or first class postage prepaid mail to
TMA Systems, LLC at the following address: TMA Systems, LLC, 5500 East Skelly
Drive, Suite 900, Tulsa, OK 74135.
Modification to Terms. TMA Systems, LLC reserves the right to change the terms and
conditions of this Agreement or its policies relating to the Service at any
time and shall notify you by posting an updated version of this Agreement on
the Service. You are responsible for regularly reviewing this Agreement.
Continued use of the Service after any such changes shall constitute your
consent to such changes.
Beneficiaries. The rights and
limitations in this Agreement are also for the benefit of TMA Systems, LLC’s licensors each of who shall have the right to enforce its rights
hereunder directly and on its own behalf.
General. This Agreement will be governed by
©
Copyright 2005, TMA Systems, LLC. All
rights reserved.
QUESTIONS OR
ADDITIONAL INFORMATION. If you have questions regarding this Agreement or wish
to obtain additional information, please send an e-mail to support@webtma.com.