TPS reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the TPS Site and to suspend and/or deny access to the TPS Site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Any dated information is published as of its date only, and TPS does not undertake any obligation or responsibility to update or amend any such information. TPS may discontinue or change any product or service described in or offered on the TPS Site at any time. TPS further reserves the right to block or otherwise discontinue your access and use of the TPS Site at any time and for any reason.
TPS's License to You
TPS grants you a single, non-exclusive, non-transferable and limited personal license to access and use the TPS Site as set forth herein. This license is conditioned on your continued compliance with the terms and conditions of this Agreement. This Agreement does not include a license to use or access Sitelink Enterprise operated by TPS or any software related thereto. To the extent you have entered into a license agreement with TPS and the terms and conditions of that license conflict with the terms set forth herein, these terms shall control.
Your License to TPS
Unless otherwise indicated in writing in connection with your subscription to Sitelink Enterprise, any communications or material of any kind that you e-mail, post or otherwise transmit through the TPS Services or TPS Site, including data, questions, comments, or suggestions (your "Communications") will be treated as non-confidential and non-proprietary. You hereby grant a license to TPS to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the TPS Site or elsewhere with no liability or obligation to you. TPS is free to use any ideas, concepts, know-how, or techniques contained in your Communications without compensation and for any purpose including, but not limited to, developing and marketing products using such information.
Restrictions on Use
The following requirements apply to your use of the TPS Services and TPS Site:
- You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
- You will not use any TPS Service or the TPS Site to collect or store personal data about other users of the TPS Site or other TPS members or subscribers.
- You will not use any TPS Service or the TPS Site for any commercial purpose not expressly approved by TPS in writing.
- You will not use any TPS Service or the TPS Site to upload or transmit any advertising or promotional materials, including without limitation, “spam,” or any other form of solicitation or unauthorized communication.
- You will not use any TPS Service or the TPS Site to upload or transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.
- You will not use any TPS Service or the TPS Site for any purpose that is unlawful, tortious, abusive, harassing, libelous, defamatory, obscene or hateful.
Some of the TPS Services, and certain pages of the TPS Site, are available only to authorized members or subscribers. Such authorization requires completion and acceptance by TPS of your application for subscription or membership and such access may require a valid User ID and password.
Unauthorized use of the TPS Site and our systems, including, but not limited to, unauthorized entry into TPS's systems, misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not attempt to gain unauthorized access to the TPS Site or TPS Service, computer systems or networks connected to any TPS Site or TPS Service, through hacking, password mining or any other means. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are solely responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account.
Intellectual Property Rights
All right, title and interest in the TPS Site and any content contained herein is the exclusive property of TPS and its licensors, except as otherwise stated.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the TPS Site, except for the purposes expressly provided in this Agreement. If you copy or download any information or software from the TPS Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.
The TPS name, the TPS logo, and the product names associated with the Service are trademarks of TPS and no right or license is granted to use them. Product and company names mentioned herein may be trademarks of their respective owners.
Use of Links and Third Party Content
Disclaimer of Warranty
THE INFORMATION PROVIDED THROUGH THE TPS SERVICES AND TPS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TPS DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, LINKS OR OTHER ITEMS CONTAINED IN THE TPS SERVICES OR ON THE TPS SITE. TPS PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. TPS EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE TPS SERVICES OR ON THE TPS SITE.
TPS MAKES NO WARRANTIES REGARDING THE TPS SERVICES OR THE TPS SITE. TPS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE TPS SERVICES OR FROM THE TPS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TPS OR THROUGH OR FROM THE TPS SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU AGREE TO INDEMNIFY AND HOLD TPS AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THIRD PARTY PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT.
Limitation of Liability
IN NO EVENT WILL TPS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF TPS SERVICES OR THE TPS SITE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY TPS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION (REGARDLESS OF CAUSE) IN THE CONTENT, REGARDLESS OF THE FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF TPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL TPS OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM (i) THE USE, UNAUTHORIZED USE OR THE INABILITY TO USE THE TPS SERVICES OR TPS SITE; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE TPS SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (v) THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In the event that a court should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail then you expressly agree that under no circumstances will the total, aggregate liability of TPS and its Third Party Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.
The above Terms and Conditions may be amended, modified, superseded, or canceled, at any time by TPS. The Agreement shall be governed by and construed and enforced in accordance with the laws of the state of California, without regard to conflicts of laws provisions. If for any reason any provision of this Agreement, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between us and you with respect to the Software and it supersedes all prior or contemporaneous communications, agreements and understandings between TPS and you with respect to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between you and TPS as a result of this agreement or use of the Service. The failure of TPS 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 TPS in writing. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.