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 United States of America and is subject to the United States Export Administration Laws and Regulations.  TMA Systems, LLC makes no representation that the Service is appropriate or available for use in other locations.  If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.  None of the Content, nor any information acquired through the use of the Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

 

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 Oklahoma law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.  You shall bring all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service only in the federal and state courts located in Tulsa, OK. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement.  The English language version of this Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.  No joint venture, partnership, employment, or agency relationship exists between you and TMA Systems, LLC as a result of this agreement or use of the Service.  The failure of TMA Systems, LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TMA Systems, LLC in writing.  This Agreement comprises the entire agreement between you and TMA Systems, LLC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

 

 

 

 

 

© 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.