TSD Terms of Use

1. Use of the Services

Subject to the restrictions and conditions set forth herein, TSD grants to You the nonexclusive, non-transferable right to access, use, display, run, or otherwise interact with the Services through an Internet connection on a device authorized by the Customer. The Services are licensed, not sold.

The license granted herein is limited by the Customer Agreement. You agree to comply with the Customer Agreement. Any software provided along with the Services that is associated with a separate end-user license agreement is licensed to You under the terms of that license agreement.

You acknowledge that the Services contain proprietary content, information, and materials that are protected by applicable intellectual property and other laws, including, but not limited to, copyright.

The license does not permit use of the Services except as expressly permitted. This license does not allow You to use Services on any device except as authorized by the Customer.

You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that TSD shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

Certain Services may display, include, or make available content of Third Party Partners or provide links to certain third party web sites. By using the Services, You acknowledge and agree that TSD is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such content of Third Party Partners or web sites.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK.

2. Ownership

You may only use the Services and/or Documentation to carry out Your duties as an Authorized User of Customer to carry out Customer’s business. Your use of the Services is at all times subject to these Terms. TSD reserves the right to terminate or modify the license granted herein, without notice for any reason. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, agreements, or other materials (“Content”) that You upload, post, publish, display (hereinafter, “Upload”), or email or otherwise use via the Services. You agree to not use the Services to:

• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
• Violate any applicable local, state, national, or international law, or any regulations or for any unlawful purpose. You may not use the Services to send unsolicited messages in violation of applicable law;
• Violate any patent, trademark, trade secret, copyright, right to privacy, publicity, or other proprietary right of any party. These Terms do not grant You any rights in connection with any trademarks or service marks of TSD;
• Separate the Services’ component parts for use on more than one device. Use of the Services may require Internet access and acceptance of additional terms of service;
• Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
• Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of publicity or privacy) of others;
• Send or otherwise make available any inappropriate Content, including profane, defamatory, obscene, abusive, racist, indecent, or unlawful Content;
• Send or store material containing software viruses or other malware;
• Impersonate any person or entity or make any false statements regarding any agency or affiliation with any entity or create a false identity; or
• Do any other thing that may create liability for, or damage the interests of, TSD, the Customer, or Third-Party Partners.

You agree not to display, distribute, reverse engineer, disassemble, de-compile, reverse assemble, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, upload, or otherwise attempt to create or discover, by any means, any aspects of the Services, including, but not limited to, source code, screen prints, user interface, user output, reports, report format, report content, reflexes, behaviors, internal logic, edits, data field content, integration to other programs, overall design, or object code. In addition, if You breach this restriction, You may be subject to prosecution and damages.

You agree to release, indemnify, and hold TSD, its affiliates, and their officers, employees, directors, and agents harmless from and against any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, allegations, actions of any kind, or injury (including death) arising out of or relating to Your use of the Services, Your violation of these Terms, Your Content (as defined herein), or Your violation of any rights of any other individual or entity. If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims that 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.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine, to the extent it may be waived at law.

You are responsible for maintaining the confidentiality of Your password and account, if any, and are fully responsible for any and all activities that occur when You, or anyone else, access the Services using Your account. You agree to immediately notify TSD of any unauthorized use of Your account or any other breach of security. TSD will not be liable for any loss or damage arising from Your failure to comply with these requirements.

If You use the Services on a mobile device, You may incur text messaging charges. As between You and TSD, these charges are Your sole responsibility.

Certain features of the Services may require that You or Customer have accounts or agreements with other service providers. Customer’s or Your access to and use of those features is conditioned on the validity of those agreements and TSD being given any reasonably requested assistance by Customer, You, or the other service provider.

Certain Services contain features that allow Customer and Authorized Users to communicate with Consumers through SMS, email, and phone. You and Customer agree that:

• TSD is not responsible for the security and/or operability of any SMS, email, or phone system; and
• Laws in various jurisdictions govern marketing communications (including without limitation, by SMS, email, or phone), and in some cases may forbid them entirely, and You and Customer represent and warrant that You and Customer will comply with any such law.

3. Intellectual Property Rights

The Services and Documentation contain or reflect content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. All title, copyrights, and other intellectual property rights in the Services (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets”), the accompanying printed materials, and any copies of the Services are owned by TSD or its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Except as expressly provided, these Terms grant You no rights to use such content and no other rights in such content. These Terms do not grant to You ownership of the content. Except as expressly authorized by TSD, You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. You agree that You will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods in connection with the Services. If You are blocked by TSD from accessing the Services (including, but not limited to, blocking Your IP address), You agree not to implement any measures to circumvent such blocking (including, but not limited to, masking Your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.

The TSD name and logos are trademarks and/or service marks of TSD (collectively the “TSD Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to TSD. Nothing in these Terms, or the Services, should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the TSD Trademarks displayed on the Services without TSD’s prior written permission in each instance. All goodwill generated from the use of TSD Trademarks will inure to TSD’s exclusive benefit.

In using the Services, You may Upload Content (“Your Content”). You agree that You are solely responsible for Your Content. By Uploading Your Content You grant TSD a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use Your Content in connection with the operation of the Services or the promotion, advertising, or marketing thereof, in any form, medium, or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Services (“Submissions”), provided by You to TSD are non-confidential and TSD will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, including, without limitation, to correct errors or add functionality to the Services, without acknowledgment or compensation to You.

You acknowledge and agree that TSD: 1) may preserve Content; and 2) may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or safety of TSD, Authorized Users, or the public.

4. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE GREATEST EXTENT PERMISSIBLE BY LAW, TSD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TSD MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. TSD DOES NOT WARRANT OR ENDORSE AND DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY SERVICES, THIRD PARTY MATERIALS, OR WEB SITES OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES. TSD RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERROR OR OMISSION IN THE SERVICES OR IN THE INFORMATION AND CONTENT ACCESSIBLE THROUGH THE SERVICES.

5. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TSD WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, TSD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION IS LIMITED TO THE LESSER OF a) THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION; OR b) ONE HUNDRED DOLLARS ($100.00). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

6. Dispute Resolution

All claims, disputes, or controversies brought by You and arising out of or relating to these Terms will be submitted to mandatory arbitration in accordance with the commercial rules of the American Arbitration Association (“AAA”). All arbitrators shall be attorneys and shall swear an oath of neutrality. After the arbitration proceeding has been completed, either party may seek enforcement of the award in accordance with the Federal Arbitration Act. Aside from filing or other fees required to initiate the arbitration, all fees of the arbitration will be split evenly between the parties unless an award is made by the arbitrators as otherwise allowed by these Terms. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of these Terms and the arbitrability of the dispute between the parties. If a party does not pay its respective share of arbitration fees, then all claims (including counterclaims) of the non-paying party shall be dismissed by the arbitrators or AAA, and the non-paying party shall not be allowed to bring any further claims in the arbitration for affirmative relief. The non-paying party may still participate in the arbitration to defend claims brought against it. No claims or disputes between the parties may be resolved by class action or class arbitration. The parties agree that any arbitration proceeding will take place in Harris County, Texas, unless otherwise agreed in writing by the Parties. You agree to reimburse TSD for any and all expenses, including reasonable attorneys' fees, that TSD may incur in undertaking the remedies provided for by these Terms and in the enforcement of these Terms.

7. General Terms

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law rules or principles. The failure of TSD to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Notwithstanding any other provision in these Terms, You agree that TSD may seek injunctive relief to enforce these Terms or restrain their breach in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the other provisions of these Terms remain in full force and effect. You may not assign, license, delegate, sublicense, or transfer these Terms or any of Your rights or obligations without the express written consent of an officer of TSD.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose. This limitation shall not apply to collection of any accrued amounts owed by Customer to TSD. If TSD is prevented from performing its duties as a result of an event of force majeure, TSD’s failure to perform will not be considered a breach of these Terms, and its performance will be excused for the duration of the force majeure event. An event of “force majeure” refers to an act of God, war, pandemic, epidemic, natural disaster, and other events beyond TSD’s reasonable control.

At TSD, we respect the privacy of our users. For details please see our Privacy Policy at https://www.TSDweb.com/privacy-policy. By using the Services, You consent to our collection and use of personal data as outlined therein. TSD may be contacted as follows: