These Terms of Service contain the terms and conditions that govern the use of the TSS Solution (as defined below), Technical Services (as defined below) and all content and/or products available on or through the Solution (collectively, the “Service”).
The Subscriber may not reproduce, resell, or distribute the Service for any purpose, unless agreed under a separate written agreement with the Supplier.
This Agreement starts on the Start Date as defined in an Order Form, or via an online sign-up form, and continues until 90 days after expiration or termination of all Subscription Terms.
Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
Either party may terminate this Agreement (including all Order Forms) at any time for any reason upon 90 days’ notice to the other party, provided (i) Customer will not be entitled to a refund of any pre-paid fees and (ii) if Customer has not already paid all applicable fees for the then-current Subscription Term, any such fees that are outstanding will become immediately due and payable.
Fees for the Service provided will be as described in each Order Form. The Customer will be responsible for reimbursing TSS for any pre-approved travel and lodging expenses incurred while providing the services. The fees will be invoiced according to the schedule specified in the Order Form, while the reimbursable expenses will be invoiced in arrears. Unless otherwise specified in the Order Form, all fees and expenses are due within 30 days of the billing date. Any late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less.
Both Parties' liability for damages arising under or in connection with the Terms is limited to an amount corresponding to 100% of the total aggregated fees paid by Subscriber to Supplier during the twelve (12) months immediately preceding the date on which the claim arose. Neither Party shall be responsible for lost profits, indirect, incidental, special, punitive or consequential damages or losses of any kind, arising out of or in connection with the use of Service.The Subscriber must notify the Supplier of any claims of damages in writing without undue delay and at the latest within two (2) months from the date the Subscriber became aware, or reasonably should have become aware, of the circumstance giving rise to the damage, after which the claim for damages otherwise lapses.
The Supplier, or any third party with which Supplier cooperates, owns and holds all intellectual property rights to the Service, related TSS templates, formats and dashboards, and shall own and hold all intellectual property rights to changes and improvements to the Service including changes and improvements to the Service arising from the Subscribers use of the Service. The Supplier also owns and holds all intellectual property rights to Supplier’s Information. However, the Subscriber and its employees are entitled to use the Service and Supplier’s Information to the extent specified in these Conditions.The Subscriber owns and holds all intellectual property rights relating to Subscribers Information. However, Supplier is entitled to use Subscriber’s Information to the extent specified in these Terms.
The Subscriber is aware and accepts that the Supplier continuously develops and improves the Service. As such, the Supplier may during the Term change or modify the Service, including removing or adding functionality and features to the Service without prior notice.
The Supplier undertakes, with the following exceptions, only to use the Subscribers Information for the provisioning of the Service and in no other way for its own or another use the Subscribers s Information without the written approval of the Subscriber. However, the Supplier is free to use the Subscribers Information for statistics in anonymous form and such of the Subscribers Information that may lead to changes and improvements to the Service. The Supplier also has the right to provide general information about the Subscribers use of the Service for marketing and external communication regarding the Service.
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Service. Your continued use of the Service after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Service, or (ii) 30 days from posting of such modified Terms on or through the Service.
The Service may include links to other websites or services (“Linked Sites”). Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at Subscribers own risk.
If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, the remainder of that provision and all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.
The Parties jointly and severally, undertake to (i) keep secret and hold in confidence any Confidential Information obtained from the other; (ii) not, without the written consent of the other Party, use the other Party’s Confidential Information for any purpose other than the Purpose or such other purpose as may be agreed upon in writing between the Parties; (iii) take all steps necessary to prevent Confidential Information from being disclosed or delivered to any other person or associate than those employees or advisers of the Parties respectively directly concerned with the Purpose; (iv) see to it that all persons who receive Confidential Information on behalf of the Parties respectively are notified of this obligation of confidentiality. However, such notice will not disclaim the Party in question from responsibility for the person or associate or otherwise under this Agreement; (v) not make any record or copy of any drawing, description, specification, or other document or other disclosure or embodiment of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party; and (vi) not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying, the Disclosing Party’s Confidential Information.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email.
If a party is prevented from fulfilling its obligations under the Terms due to circumstances beyond the party's reasonable control, such as lightning strikes, labor conflicts, fire, changed law or government regulation, government intervention, power outages or other barriers to data transmission and errors or delays in services or products from a sub-processor or sub-contractor, due to circumstances specified herein, this shall constitute a basis for exemption which implies the postponement of the date of performance and relief from damages and other possible penalties.
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