Updated and Effective as of February 3, 2023.
Table of Contents
- Jurisdictional Issues
- Social Media Features and Platform Integration
- Third Party Links and Content
- Linking Policy
- Limitation of Liability
- Governing Law & Disputes
- Changes to These Terms
- Contacting Us
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You acknowledge and agree that the copyrights and other intellectual property rights in the Service and in all information and materials on the Service (including past, present, and future versions of any aspect of the Service) (collectively, the “Materials“) are owned by tms or its licensors or clients unless expressly indicated otherwise. The Materials are protected by copyright, trademark, and other laws, rules, regulations and treaties. The Materials include, without limitation: graphics, designs, photographs, artwork and other images; audio, video, and audiovisual materials; text; data/information; the layout (i.e., compilation, assembly and arrangement of content within the Service) and “look and feel” of the Service; trademarks, including logos; games and promotions; domain names; the source and object code of any part of the Service; applications and technology; and any and all copyrightable and other materials related to the Service.
Except as expressly set forth in these Terms or expressly granted to you in writing by tms, no rights in the Materials (either by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Service. You may only use the Materials as expressly set forth in these Terms. Unauthorized use, copying, reproduction, storing, modification, republishing, uploading, downloading, posting, transmitting, distributing, duplicating, removal or alteration of advertising or any other misuse of any of the Materials is strictly prohibited.
Subject to your strict compliance with these Terms and any Additional Terms, tms grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Service or reverse engineer, modify or attempt to discover any source code associated with the Service. You also agree that you will not (including by use of any robot, scraper, or other data-mining technology or process) frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage).
Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized tms employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Service. Any and all rights to use the Service that are not expressly granted to you under these Terms are reserved for tms or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way tms’s rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.
Certain areas of the Service may require registration or may otherwise ask or require you to provide information to participate. When you choose to provide information to the Service, you agree to provide only true, accurate, current and complete information. To the extent that the Service permits you to register an account, you agree you will not sell or otherwise transfer your membership or any membership rights and that you will keep your registration information confidential. tms reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Service. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Service, including, without limitation, those governing your transmission or use of any software or data.
The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject tms to any registration requirement within such jurisdiction or country. tms makes no representations or warranties that the information, products or services contained on the Service are appropriate for use or access in other locations. Anyone using or accessing the Service from other locations does so on their own initiative and is responsible for compliance with their local laws. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by this Service may be subject to export controls. Thus, no software from this Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
The Service may offer features that enable interactions between the Service and a third-party website or service or contain integration with third-party platforms (each, a “Social Application”), such as enabling you to “share” or “tweet” content from the Service on other online services. By using such features, you acknowledge and agree to the following: (i) if you use a feature to share information relating to your activity on the Service, you are consenting to your information and content being shared; (ii) your use of a Social Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if tms has not provided such information; and (iii) your use of a Social Application is at your own option and risk, and you will hold the tms Parties (defined below) harmless for the sharing of information relating to your activity on the Service. You must read all login and other pop-up boxes closely for notices about sharing your content and information with, through or by any other means identified in a Social Application.
There may be links from the Service, or communications you receive from the Service, to third-party Service or properties or our Service may include third-party content that we do not control, maintain or endorse. For example, there may be links to our Service to LinkedIn, Twitter, and other third-party social media platforms. We do not control those third-party sites or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third-party sites or properties, including, without limitation, their content, policies, promotions, products, services, actions, failures, and/or any damages, losses, or problems caused by, related to or arising from those third parties or their sites. Your correspondence and business dealings with others found on or through the Service including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with any such dealings, are solely between you and the third party. We encourage you to review all policies, rules, terms and regulations, including the privacy policies and terms of each and any third-party site that you visit.
tms grants you the revocable permission to link to the Service; provided, however, that any link to the Service: (a) must not present false information about, disparage, damage, dilute, or tarnish the goodwill associated with tms or its products or services, any tms property or any other intellectual property; (b) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated or associated with tms; (c) must not frame or create a browser or border environment around any of the content on the Service or otherwise mirror any part of the Service; (d) must not use any tms trademarks without the prior written permission from tms; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in tms’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Service from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is defamatory, scandalous, or inflammatory or is otherwise inappropriate (in tms’s sole discretion). If you do link to the Service, the link must be in plain text, unless otherwise pre-approved in writing by tms. tms reserves the right, in its sole discretion, to terminate a link with any website that it deems inappropriate or inconsistent with the Service or these Terms. By linking to the Service, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, tms reserves the right to prohibit linking to the Service for any reason in our sole and absolute discretion.
To the fullest extent permitted by applicable law, the Service (including, without limitation, all Materials and other content contained on or made available through the Service) are provided “as is,” “with all faults,” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, the tms Parties disclaim all warranties associated with the Service, express or implied, including implied warranties of title, non-infringement, merchantability, custom, trade, quiet enjoyment, system integration, freedom from computer virus, and fitness for a particular purpose. Without limiting the foregoing and to the fullest extent permitted by applicable law, the tms Parties do not warrant that your use of the Service will be timely, uninterrupted, error-free, or secure, that defects or errors will be corrected, or that the Service (or the server that makes it available) is free of viruses, malware or other harmful components.
You assume responsibility and risk for your use of the Service and your reliance thereon. No opinion, advice, or statement of any tms Party, whether made on the Service or otherwise, will create any warranty not expressly stated in these Terms.
Further, the tms Parties do not warrant that your activities or use of the Service is lawful in any particular jurisdiction and, in any event, tms specifically disclaims such warranties. You understand that by using any of the features of the Service, you act at your own risk, and you represent and warrant that your activities are lawful in the jurisdiction where you access or use the Service.
The tms Parties neither endorse nor are responsible for any opinion, advice, information, statement or other user content or submissions made or displayed on the Service by third parties (including any other user of the Service) and, to the maximum extent permitted by applicable law, specifically disclaim responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind of character based upon or resulting from any such content obtained through the Service. Please remember that it is your responsibility to evaluate the accuracy and reliability of any opinion, advice, information or statement available on the Service. A possibility exists that the Service could include inaccuracies or errors. Additionally, a possibility exists that unauthorized alterations could be made to the Service by third parties.
To the fullest extent permissible pursuant to applicable law, none of the tms Parties are responsible or liable for any direct, indirect, incidental, consequential, special, economic, exemplary, or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way directly or indirectly, to: (a) the Service (including the Service and all information, products, services, downloads, and the materials and other content contained on and/or obtained through the Service); (b) your use of, or inability to use, or the performance of the Service; (c) any action taken in connection with an investigation by the tms Parties or law enforcement authorities regarding your use of the Service; (d) action taken in connection with copyright or other intellectual property owners; (e) errors or omissions in the Service’s technical operation; or (f) any damage that results from events beyond our reasonable control, such as damages to any user’s device, hardware, device software, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, even if foreseeable or even if the tms Parties have been advised of the possibility of such damages.
Your sole remedy for dissatisfaction with any portion of the Service is to stop using the Service, and the sole and exclusive maximum aggregate liability to the tms Parties for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) will be the greater of ten U.S. dollars (USD $10) or the total amount paid by you, if any, to access the Service. The prior limitation on damages is not intended to limit the tms Parties’ obligation to pay prevailing party costs or fees if recoverable pursuant to applicable law.
You agree that in the event you incur any damages, losses or injuries that arise out of tms’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Service or any other tms website, property, product, service, or other Materials, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Service or any other tms website, property, product, service, or other materials owned or controlled by the tms Parties.
By accessing the Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
All questions concerning the construction, validity, or performance of these Terms will be governed by the laws of the State of Illinois, without regard to any conflicts of law principles. The parties will bring and pursue any action or proceeding arising under or related to this Agreement only in the state courts in Cook County, Illinois or the United States District Court for the Northern District of Illinois, Eastern Division, freely consent to the personal jurisdiction and venue of those courts, waive any right to argue that jurisdiction or venue in any such court is improper, inappropriate or inconvenient, and waive any right to assist, participate in, or consent to any such suit, action or proceeding being transferred to or litigated in any other court. The parties expressly waive their right to trial by jury in any action or proceeding that is in any way related to their relationship or these Terms, and agree that any such action or proceeding will be tried before a judge and not a jury.
tms reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Service, and to block or prevent future access to and use of the Service for any reason, including, without limitation, your breach of these Terms or other conduct by you that tms considers inappropriate. tms reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service with or without notice. You agree that no tms Party will be liable to you or to any third party for any modification, suspension or discontinuation of the Service. Upon termination of your access to the Service, or upon demand by tms, you must destroy all Materials and all related documentation, including immediately discontinuing the use of any links to the Service. Any provision of these Terms, which, by its terms, ought to survive, will survive any termination of these Terms.
You understand and agree that tms will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized tms employee. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against tms by virtue of having drafted these Terms.
We reserve the right, in our sole discretion and at any time, to change or add to the terms of these Terms and we will notify you of material changes by posting the changed or modified Terms on our Service (“Updated Terms“). We may also provide notice to you in other ways in our discretion, such as through contact information you have provided. Your use of the Service after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement and consent to the Updated Terms. Therefore, you should review these Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward.
If you have any comments or questions regarding these Terms, please contact us at: firstname.lastname@example.org.