END-USER LICENSE AGREEMENT
By installing, copying, downloading, accessing or otherwise using the WEBSITE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use, copy, or access the WEBSITE or SUPPLEMENTAL COMPONENTS, and you should promptly exit from any screen that allows access to the WEBSITE or SUPPLEMENTAL COMPONENTS.
TDS RESERVES THE RIGHT TO MODIFY THIS END-USER LICENSE AGREEMENT WITHOUT NOTICE AND ANY MODIFICATIONS ARE EFFECTIVE WHEN THEY ARE POSTED HERE.
WEBSITE ACCESS LICENSE 1. GRANT OF LICENSE. TDS grants you a non-exclusive, non-transferable license to use the WEBSITE for personal use provided you comply with all of the terms and conditions of this EULA. Under no condition should the EULA be considered a sale of the WEBSITE.
2. TERMINATION. Without prejudice to any other rights, TDS may cancel this EULA if you do not abide by the terms and conditions contained herein. TDS may cease providing access to the WEBSITE at any time and you understand that service may be terminated at any time. In such events, you must destroy all copies of the WEBSITE and all of its component parts, including but not limited to any copies residing in cache.
3. ACCESS TO WEBSITE. TDS may, at any time, in its discretion terminate your access to this WEBSITE. Access to the WEBSITE may be monitored by TDS. If you are accessing this WEBSITE as a representative of an organization, this EULA bind both you individually and the organization and references to "you" and "your" shall be construed to apply to you individually and the organization.
You may not reverse engineer, decompile, or disassemble the WEBSITE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
As a condition of your use of this WEBSITE, you will not use the WEBSITE or the WEBSITE information for any purpose that is unlawful or prohibited by this EULA. You will not use this WEBSITE in any manner that could damage, disable, overload or impair the operation of this WEBSITE or use by third parties. You shall not post or otherwise transmit to or from this WEBSITE by any means any defamatory, libelous, obscene, unlawful, or pornographic material or any other material or information which could result in any civil or criminal liability.
Certain restricted product or service information may be available on this WEBSITE only to licensed customers of TDS that are registered to receive information via passwords issued by TDS. This restricted information is considered confidential and proprietary information of TDS. If you are a registered customer or a representative of a registered customer, TDS authorizes you to download, copy, distribute and use the restricted information for yourself or, if applicable, only within the customer organization, and only for the intended purposes authorized by TDS. Issuance of a registration password is conditioned on the user’s use of the information in accordance with the terms of its license or agreement with TDS. You shall not transfer your password to unauthorized parties. You will immediately notify TDS of any unauthorized use of your password. You are responsible for use of your password. You will not attempt to gain unauthorized access to any WEBSITE information or area within this WEBSITE.
You may link to the WEBSITE home page, but are not authorized to link to any other page on the WEBSITE without the prior express written consent of TDS provided that TDS reserves the right to withdraw this consent at any time in its discretion. You may not use any of TDS’s proprietary logos, marks, or other distinctive graphics, video, or audio material in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by TDS; 2) cause confusion, mistake, or deception; 3) dilute TDS’s trademarks, service marks or trade names; or 4) otherwise violate applicable law.
4. ALL RIGHTS RESERVED. The copyright in this entire WEBSITE, materials hosted on the WEBSITE, and publications generated therefrom is held by TDS. All material provided on this WEBSITE except as specified herein is protected under United States copyright laws and international copyright laws and treaty provisions. Except as expressly provided herein, none of the material provided on this WEBSITE may be copied, distributed, republished, reproduced, downloaded, displayed or transmitted in any form for commercial use without the prior
written permission of TDS.
Any software or other content that is available for download from this WEBSITE is the copyrighted property of TDS, its suppliers, and/or affiliates. Any use or reproduction of any such software or other content and warranties as to such software, if any, are governed by the terms of the license agreement applicable to that software or other content. Any use of any other product or service and warranties as to such product or service purchased by you using, or in connection with, this WEBSITE, if any, is governed by the terms of the agreement applicable to that product or service.
5. INTELLECTUAL PROPERTY RIGHTS.
TRADEMARKS. The trademarks, logos, and service marks (collectively referred to as "Trademarks") displayed on this WEBSITE are Trademarks of TDS and no trademark license either express or implied is granted by TDS. You do not have any right to use any Trademark displayed on this WEBSITE without prior written permission of TDS.
PATENTS. TDS has filed a patent application related to the WEBSITE. Use of the WEBSITE does not grant you any right to the patent or intellectual property associated with the patent, all of which is expressly reserved to TDS.
COPYRIGHTS. TDS owns all right, title and interest in and to the WEBSITE except as expressly stated herein. The WEBSITE and its associated content are protected under United States copyright laws and international copyright laws and treaty provisions. Except as expressly provided herein, the WEBSITE and its associated content may not be copied, distributed, republished, reproduced, downloaded, displayed or transmitted in any form for commercial use without the prior written permission of TDS.
6. PRODUCT SUPPORT. Support for the SOFTWARE is provided by TDS or its affiliates or subsidiaries at TDS’s discretion, and any such support is provided at times and places as determined by TDS in its sole discretion.
7. THIRD PARTY INFORMATION. Certain information available on this WEBSITE is provided by other parties, particularly information about such other parties. You understand that all such information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, are the sole responsibility of the originating party and that TDS has no responsibility for such content and does not guarantee the accuracy, integrity or quality of such content. In no event is the inclusion of a statement about another party, a reference to such other party or a Web link to another party's website an endorsement of such other party, their products or their services.
8. SUBMISSION OF IDEAS. TDS and its employees are in constant development of new products, technologies, product enhancements, processes, materials, marketing and promotional plans, and product/service names. You acknowledge that by submitting your idea to TDS that TDS is in no way responsible to review or investigate your submission. You further acknowledge that you and TDS may have overlapping ideas. In order to avoid any misunderstanding as to ownership, priority, or rights to any particular idea, you agree that any submission to TDS will be treated as non-confidential and non-proprietary, will automatically become TDS’ property, and may be used by TDS and its affiliates for any purpose whatsoever, including without limitation the development and/or provision of products and services. TDS shall be free to publish, use, modify, publicly perform, publicly display, reproduce, and distribute any submission on and through the WEBSITE and any and all other media for any purpose whatsoever without restriction or compensation. You further agree to hold TDS harmless and not bring any legal action against TDS for any products/services TDS designs develops, makes, sells or markets, even if your submitted idea was similar.
9. COUPONS AND BUSINESS INCENTIVES. TDS may allow you to download coupons and business incentives from the WEBSITE. All such coupon and business incentive offers are subject to all of the rules and regulations stated thereon and on the portions of the WEBSITE relating thereto, and all coupons and business incentives are void where taxed, regulated or restricted. No coupons or business incentives may be transferred or reproduced in any way. Attempts to circumvent or violate the limitations on any coupons or business incentives voids the coupon or business incentive.
10. INFORMATION COLLECTED. As a means of tailoring your experience at the WEBSITE, TDS gathers non- personally identifiable information about you when you visit the WEBSITE. We do not collect personally identifiable information unless you volunteer it. Unless otherwise stated in another, more specific policy on the WEBSITE pages you are viewing, we collect the following types of information when you browse the WEBSITE:
Information you provide directly, such as your name or ordering information (address, email address, phone number, credit/debit card information, etc.) when you register or place an online order, or any chat room postings or e-mail messages you send us;
The WEBSITE pages you visit;
Information regarding how you access the WEBSITE, including the browser type, application used, hardware, etc.;
Aggregate data, such as the number of hits per week, per page.
On some pages on the WEBSITE, you may be allowed to submit other information. For example, you may send an email or respond to a survey. In this circumstance, your submission is governed by our submission of ideas policy as set forth in this EULA.
11. USE OF INFORMATION COLLECTED. TDS uses the information collected via the WEBSITE in the following ways:
For information you provide directly, such as ordering information or e-mail messages, we use the information to respond to your orders and requests.
For some registration and use data, we may direct you to particular WEBSITE pages, customize the WEBSITE pages you see, or otherwise increase the relevance of the information you access through the WEBSITE.
For information about WEBSITE pages visited, page hits per week, and the like, we use this information internally to improve the design of the WEBSITE pages.
TDS may use third-party storage or service-provider companies to perform some functions including the processing of data.
TDS reserves the right to sell or rent data obtained through the WEBSITE.
14. CHILDREN’S POLICY. Protecting the privacy of children is important to TDS. Therefore, we comply with the Children’s Online Privacy Protection Act (COPPA), and do not permit registration by, and will not knowingly collect personally identifiable information from anyone under the age of 13. No part of the WEBSITE is structured to attract anyone under 13 years of age.
15. EMAIL LISTS. TDS maintains e-mail lists to keep interested parties informed about TDS, events, products, support, and more. We reserve the right to sell or rent the addresses on our list and may make information available to specific business partners, sponsors, or service providers.
Users may voluntarily request to join our mailing lists by signing up or opting in through a form on the WEBSITE. To be removed from a TDS mailing list, simply you may contact TDS.
16. DATA PROCESSING IN THE USA. When you choose to submit information through the WEBSITE, TDS and its affiliates may transfer, process and store the information in countries in which TDS and its affiliates maintain offices, including the United States. The United States does not regulate data protection in the same manner as other countries, including the Member States of the European Union. Accordingly, the data that you submit to TDS maybe transferred to, processed, or stored in countries where the data protection laws are different than those of your country of residence.
17. EXPORT RESTRICTIONS. To the extent the software, source code, or other aspect of the WEBSITE is subject to U.S. export jurisdiction, you agree to comply with all applicable international and national laws that apply to the products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
18. U.S. GOVERNMENT RESTRICTED RIGHTS. U.S. GOVERNMENT RESTRICTED RIGHTS. UNPUBLISHED -- RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED STATES. Use, duplication, or disclosure by the U.S. Government of any WEBSITE information (all technical data is "Limited Rights Data") or any software (all of which is "Commercial Computer Software") downloaded from this WEBSITE is subject to restrictions set forth in FAR Section 52.227-14 Alt. III (g)(3), FAR Section 52. 227-19, DFARS 252.227-7014 (b) or DFARS 227.7202, as amended from time to time. Contractor/Manufacturer is TDS. Any contract notices should be sent to TDS.
19. DISCLAIMER AND LIMITATION OF LIABILITY. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEBSITE IS PROVIDED TO YOU "AS IS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF THE INFORMATION, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, WE DO NOT WARRANT THAT THE WEBSITE OR THE SERVERS MAKING THE WEBSITE AVAILABLE ARE VIRUS FREE.
It is up to you to take precautions to ensure that whatever you select for your use to access WEBSITE is free of such items as viruses, worms, trojan horses and other items of a destructive nature. We do not warrant that access to the WEBSITE or use of the WEBSITE will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. Released Parties as defined below do not warrant or make any representations regarding the use or the result of the use of the materials in this site in terms of their correctness, accuracy, reliability, or otherwise.
Neither TDS nor any of its affiliates or suppliers or its or their officers, directors, employees, agents, representatives or subcontractors (“Released Parties”) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems, utility failures or problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes beyond the reasonable control of TDS. TDS shall have no responsibility to provide access to this WEBSITE while the interruption of this WEBSITE due to any such cause shall continue. TDS may discontinue providing access to this WEBSITE at any time.
Released Parties make no representations or promises to develop, provide or market any software, service or product discussed on this WEBSITE, and you shall not rely on the information provided or the prospect of availability of any software, service, or product currently in development or currently anticipated to be made available in the future.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT WILL ANY MEMBER OF RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOST REVENUE OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF, THIS WEBSITE OR ANY SITE LINKED TO THIS WEBSITE. WITHOUT LIMITING THE FOREGOING, NO MEMBER OF RELEASED PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OF THIS WEBSITE OR ANY WEBSITE INFORMATION WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LAW OR CAUSE OF ACTION.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.
20. CUSTOMER REMEDIES. TDS's and its suppliers' and/or affiliates entire liability and your exclusive remedy for use, access or any other activity related to the WEBSITE shall be the price paid by you to TDS to access the WEBSITE. This Limited Warranty is void if failure of the WEBSITE has resulted from accident, abuse, or misapplication.
21. INDEMNIFICATION. You agree to release, defend, indemnify and hold TDS, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or in any way connected with your access to or use of this WEBSITE or any WEBSITE information, or breach of this EULA.
22. DISPUTE RESOLUTION. TDS controls and operates this WEBSITE from Minnesota, USA. This EULA is governed by the laws of the State of Minnesota, exclusive of its choice of law rules. Any controversy or claim arising out of or relating to this EULA and/or the WEBSITE shall be settled by binding arbitration in Hennepin County in the State of Minnesota, USA, in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and applying substantive Minnesota state law or, if applicable, U.S. federal law. The arbitration shall be conducted, in strict confidence, before a panel of three arbitrators, to be selected in the following manner. Each party shall select one arbitrator within thirty (30) days from the date of receipt of the demand to commence arbitration. If one or both of the parties fail to nominate an arbitrator, AAA shall have the power to select an arbitrator on such party's behalf. Within thirty (30) days after the appointment of the last of the two arbitrators, the selected party arbitrators shall choose a third arbitrator to serve as the chairperson of the panel. All three of the arbitrators selected shall have experience with and knowledge of website development and the ecommerce industry, and at least one of the arbitrators selected shall be an attorney. The arbitration proceedings shall be conducted in English. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. The arbitrators' decision shall follow the plain meaning of the relevant documents, and shall be final and binding upon the parties. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction pending the outcome of any arbitration conducted hereunder. Judgment upon any award rendered by the arbitrators hereunder may be entered in any court of competent jurisdiction. The arbitrators' power to award damages shall be limited by the terms of this EULA, and in no event shall the arbitrators have the authority to make, nor shall they make, any award that provides for punitive or exemplary damages.
23. ENFORCEABILITY, SEVERABILITY WAIVER AND FORM. If any provision of this EULA is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this EULA is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. No change or modification of this EULA will be valid unless authorized by TDS. Nothing in this EULA constitutes a waiver of the rights of TDS under the U.S. Copyright Act or any other federal or state law.
24. ENTIRE AGREEMENT. This EULA shall constitute the entire agreement between you and TDS regarding the use of the WEBSITE. The failure of TDS to exercise or enforce any right or provision of this EULA shall not operate as a waiver of such right or provision.
25. MISCELLANEOUS. If the WEBSITE was accessed or used outside the United States, then local law may apply. If you accessed or used the WEBSITE in Canada, you agree to the following: The parties to this EULA have expressly required that the EULA be drawn up in the English language/Les parties aux presentes ont expressement exige que la presente convention soient redigees en langue anglaise.