Terms Of Service
Tovsendevelopment.tech Terms of Service Agreement (last revised May 2nd, 2022)
Tovsendevelopment.tech
Terms of Service Agreement
(last revised
May 6th, 2022)
Welcome
to TovsenDevelopment.tech. The software of Tovsen Development & Technology Solutions
LLC (“TDTS”) provided on, available through, or in connection with the TovsenDevelopment.tech
website are patent pending. The TovsenDevelopment.tech
website and associated software is protected by U.S. Copyright law.
This
document explains the terms by which you may use the Tovsendevelopment.tech website,
software and services of TDTS (collectively the “Service”). By accessing or
using the Service, you acknowledge that you have read, understood, and agree to
be bound by this Terms of Service Agreement (the “Agreement”), and to the
collection and use of your information as set forth in the TDTS Privacy Policy, whether or not you are a
registered user of the Service.
TDTS
may, in its sole discretion, modify or update this Agreement from time to time,
and therefore you should review this page periodically. Updates to this Agreement, will be reflected
by the ‘last revised’ date at the top of this document. If there are material changes to this
Agreement, TDTS will notify you either by posting a notice of such changes
prior to implementing the change or by directly sending you a notification. Your continued use of the Service after any
such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the provisions
of this Agreement or any future Terms of Service, then do not use, access, or
continue to access the Service. This Agreement applies to all visitors, users,
and others who access the Service (each a “User”).
PLEASE
READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT
REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES,
RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES
AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. USE OF THE SERVICE. The Service is controlled and operated from
facilities in the United States. TDTS makes no representations that the Service
is appropriate or available for use in other locations. Those who access or use
the Service from other jurisdictions do so at their own volition and are
entirely responsible for compliance with all applicable United States and local
laws and regulations, including but not limited to export and import
regulations. You may not use the Service if you are a resident of a country
embargoed by the United States, or are a foreign person or entity blocked or
denied by the United States government. Unless otherwise explicitly stated, all
materials found on the Service are solely directed to individuals, companies,
or other entities located in the United States.
A. Eligibility.
You may use the Service only if you can form a binding contract
with TDTS, and only in compliance with this Agreement and all applicable local,
state, national, and international laws, rules and regulations.
B.
Service Rules. You
agree not to engage in any of the following prohibited activities: (i) copying,
distributing, or disclosing any part of the Service in any medium, including
without limitation by any automated or non-automated "scraping"; (ii)
using any automated system, including without limitation "robots,"
"spiders," "offline readers," etc., to access the Service in
a manner that sends more request messages to the servers used by TDTS than a
human can reasonably produce in the same period of time by using a conventional
on-line web browser; (di) transmitting spam, chain letters, or other
unsolicited email; (iv) attempting to interfere with, compromise the system
integrity or security or decipher any transmissions to or from the servers
running the Service; (v) taking any action that imposes, or may impose, in the sole
discretion of TDTS, an unreasonable or disproportionately large load on the infrastructure
used by TDTS; (vi) uploading invalid data, viruses, worms, or other software
agents through the Service; (vii) collecting or harvesting any personally
identifiable information, including User names, from the Service; (viii)
impersonating another person or otherwise misrepresenting your affiliation with
a person or entity, conducting fraud, hiding or attempting to hide your
identity; (ix) interfering with the proper working of the Service; (x)
accessing any content on the Service through any technology or means other than
those provided or authorized by the Service; (xi) bypassing the measures TDTS may
use to prevent or restrict access to the Service, including without limitation
features that prevent or restrict use or copying of any content or enforce
limitations on use of the Service or the content therein; or (xii) use another
User’s User Account without permission.
TDTS
may, without prior notice, change the Service; stop providing the Service or
features of the Service, to you or to Users generally; or create usage limits
for the Service. TDTS may permanently or temporarily terminate or suspend your
access to the Service without notice and liability if, in the sole
determination of TDTS, you violate any provision of this Agreement.
2. AUTHORIZATIONS AND RESTRICTIONS
A.
Restrictions. You
agree not to use, copy, modify, create a derivative work of, reverse engineer,
decompile or otherwise attempt to extract the source code of the software
underlying the Service or any part thereof, unless expressly authorized by TDTS
in writing.
3. OWNERSHIP; LICENSES AND CONSENTS
A.
TDTS Content. As
between you and TDTS, TDTS and its licensors exclusively own all right, title
and interest in and to: (i) the Service, including, without limitation: (a) all
inventions, software, images, text, graphics, illustrations, or other works of
authorship therein, thereto or thereon; (b) all patents, copyrights, trademarks,
service marks and logos therein, thereto or thereon; and (c) all data that is
generated by or collected on or through the Service, but excluding User Data (defined
under Section 3.B), all of the foregoing under 3.A(i) collectively hereinafter “TDTS
Content”; and (ii) all Intellectual Property Rights (defined below) in or to
such TDTS Content. Except as expressly
provided under this Section 3.A, nothing in this Agreement shall be deemed to
create a license in, to or under any Intellectual Property Rights in or to any TDTS
Content, and you agree not to sell, license, rent, modify, distribute, copy,
reproduce, transmit, publicly display, publicly perform, publish, adapt, edit any
TDTS Content or create derivative works from any TDTS Content. Use of the TDTS
Content for any purpose not expressly permitted by this Agreement is strictly
prohibited.
For
the purposes of this Agreement, “Intellectual Property Rights” means all
intellectual property rights of every kind and character throughout the world,
including but not limited to all patent rights, all copyright rights, mask work
rights, moral rights, rights of publicity, trademark rights, service mark
rights, trade dress rights, goodwill and trade secret rights, together with rights
to file for applications therefore with any governmental agencies and to
receive registration certificates, renewals, reissues, reexaminations and
extensions thereon or therefore, along with all worldwide rights to income,
royalties, damages and payments due or payable with respect thereto, and to all
causes of action (either in law or in equity) associated therewith, including
all rights to sue, counterclaim, and recover for infringement thereof.
B.
User Data. Your User Data will be
and will remain your property. "User Data" means any profile
information, data, and other content or information provided by you, directly
or indirectly, to TDTS in connection with your use of the Service. TDTS shall
only use User Data in accordance with the TDTS
Privacy Policy.
C. Licenses to TDTS
(i) User Data. You hereby expressly grant, and you hereby represent
and warrant that you have all rights necessary to grant, to TDTS, a
royalty-free, sublicensable, transferable, perpetual, irrevocable,
non-exclusive, worldwide license to use, develop, transmit, distribute, modify,
reproduce, publicly display, and create derivative works of any User Data for
the purposes of: (a) providing the Service (b) developing, maintaining,
supporting, and improving the Service; (c) marketing, promoting and advertising the Service consistent
with the TDTS Privacy Policy;
(ii) Name and Logo for
Marketing; References; Case Studies. You hereby expressly grant, and you hereby represent
and warrant that you have all rights necessary to grant, to TDTS, a
royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide
license to use, reproduce, publish, and distribute your name, logo, or any
other identifying words or marks used by and/or associated with you to identify
you ("Your Marks"), in whole or in part, and in any form, media or
technology for the purpose of: (a) identifying you as a user of the Service; (b)
marketing, promoting and advertising the Service; (c) providing references
regarding the Service to other Users; (d) identifying you in case studies
relating to your use of the Service or the Service in general; provided
however, unless otherwise approved in writing by you, TDTS will not remove,
obscure, or alter any of Your Marks. TDTS acknowledges that all goodwill
generated through use of any of Your Marks will inure to your benefit and TDTS hereby
assigns and will assign to you any and all goodwill generated through the use
of any of Your Marks, without any payment or other consideration of any kind to
TDTS.
(iii) Feedback and
Improvements. You may choose to, or TDTS may invite you to, submit comments,
suggestions, feedback, or ideas about the Service, including without limitation
about how to improve the Service (“Ideas”). By submitting any Idea, you hereby agree
that your disclosure is gratuitous, unsolicited and without restriction and
will not place TDTS under any fiduciary or other obligation, and that TDTS is free
to use the Idea without any compensation to you, and/or to disclose the Idea on
a non-confidential basis or otherwise to anyone. You further acknowledge that,
by acceptance of your submission of any Ideas, TDTS does not waive any rights
to use similar or related ideas previously known to TDTS, or otherwise developed
by employees or contractors of TDTS, or obtained by TDTS from sources other than
you.
4. SECURITY. TDTS has implemented commercially
reasonable and industry standard technical and organizational measures designed
to secure User Data from accidental loss and from unauthorized access, use,
alteration or disclosure. However, you acknowledge that TDTS cannot guarantee
that unauthorized third parties will never be able to defeat those measures.
5. OTHER REPRESENTATIONS AND WARRANTIES; DISCLAIMER
OF WARRANTIES. Each
party warrants and represents that such party has full right, power, and
authority to enter into and perform this Agreement without the consent of any
third party. You hereby represent, warrant, and covenant to use the Service in
accordance with all applicable laws and the provisions of this Agreement. TDTS
represents, warrants and covenants that TDTS will use commercially reasonable
efforts to prevent the Service from introducing into your computer systems,
databases, or software, any virus or any other contaminants that may be used to
access, alter, delete, disrupt, damage, disable, inhibit, or shut down your
computer systems, databases, or software, in a manner other than in accordance
with the terms of this Agreement.
EXCEPT
FOR THE WARRANTIES SET FORTH IN THIS SECTION 7, THE SERVICE IS PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM TDTS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY
STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TDTS, ITS AFFILIATES, AND ITS
LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE
SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR
SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OBTAINED THROUGH THE
USE OF THE SERVICE IS ACCESSED AT YOUR OWN RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM SUCH ACCESS OR YOUR USE OF THE SERVICE.
6.
LIMITATION OF LIABILITY.
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TDTS, ITS
AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS OR LICENSORS BE
LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR
INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL TDTS BE RESPONSIBLE
FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER
UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION
CONTAINED THEREIN.
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TDTS ASSUMES NO LIABILITY OR
RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO OR USE OF THE SERVICE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE
OF THE TDTS SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (iv)
ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (v) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH
THE SERVICE BY ANY THIRD PARTY; AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY
CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE
SERVICE, IN NO EVENT SHALL TDTS, ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS,
LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING:
THIS
LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TDTS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
7.
INDEMNIFICATION. Each
party will indemnify and hold harmless the other party and its successors and
their respective affiliates, officers, directors and employees against and from
all third party claims, actions, demands, damages, liability and expenses
(including, without limitation, court costs and reasonable attorneys' fees)
(together, “Claims”) arising out of or in connection with the indemnifying
party's breach or alleged breach of Sections 3.E or 7 of this Agreement. The indemnifying
party's obligations are conditioned upon the indemnified party: (i) giving the
indemnifying party prompt written notice of any Claim for which the indemnified
party is seeking indemnity; provided however, the failure to give timely notice
shall not relieve the indemnifying party of its obligations under this section
except to the extent that such untimely notice materially impairs the ability
of the indemnifying party to defend; (ii) granting complete control of the
defense and settlement to the indemnifying party; provided however, the
indemnified party may participate with counsel of its choosing at its own
expense; and (iii) reasonably cooperating with the indemnifying party, at the
indemnifying party’s expense, in defense and settlement of such Claim. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect to which indemnified party is or could be indemnified
hereunder unless such settlement either (a) includes an unconditional release
of the indemnified party from all liability on all Claims that are the subject
matter of such proceeding or (b) is consented to in writing by the indemnified
party, which consent shall not be unreasonably withheld.
8.
ARBITRATION. In
the unlikely event that TDTS has not been able to resolve a dispute it has with
you after attempting to do so informally, both parties each agree to resolve
any claim, dispute, or controversy (excluding any claims by TDTS for injunctive
or other equitable relief) arising out of or in connection with or relating to
this Agreement, or the breach or alleged breach thereof (collectively,
"Actions"), by binding arbitration by the American Arbitration
Association ("AAA") in Minneapolis, Minnesota under the commercial
rules then in effect for the AAA, except as provided herein. The award rendered
by the arbitrator shall include costs of arbitration, reasonable attorneys'
fees and reasonable costs for expert and other witnesses, and any judgment on
the award rendered by the arbitrator may be entered in any court of competent
jurisdiction. Nothing in this Section 13 shall be deemed as preventing TDTS
from seeking injunctive or other equitable relief from the courts as necessary
to protect any of TDTS' Intellectual Property Rights or other proprietary
interests. ALL ACTIONS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TDTS ARE
EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
9. GENERAL
A.
Assignment. This
Agreement, and any rights and licenses granted hereunder, may not be
transferred or assigned by you, but may be assigned by TDTS without
restriction. Any attempted transfer or assignment in violation hereof shall be
null and void.
A.
Relationship. Nothing
in this Agreement creates any partnership, joint venture or agency
relationship. As between each other, each party is fully responsible for all
persons and entities it employs or retains.
B.
Governing Law. You
agree that: (i) the Service shall be deemed solely based in Minnesota; and (ii)
the Service shall be deemed a passive one that does not give rise to personal
jurisdiction over TDTS, either specific or general, in jurisdictions other than
Minnesota. This Agreement shall be governed by the substantive laws of the
State of Minnesota, without respect to its conflict of laws principles. The
application of the United Nations Convention on Contracts for the International
Sale of Goods is expressly excluded. You agree to submit to the personal
jurisdiction of a state court located in Hennepin County, Minnesota or the
United States District Court for the District of Minnesota located in Hennepin
County, for any actions for which TDTS retains the right to seek injunctive or
other equitable relief in a court of competent jurisdiction to prevent the
actual or threatened infringement, misappropriation or violation of any Intellectual
Property Rights of TDTS as set forth in Section 13 (Arbitration).
C.
Notices. All
notices from you to TDTS must be given in writing and sent by registered or
certified mail (postage prepaid and return receipt requested), by hand or
messenger delivery, by overnight delivery service, by facsimile with receipt
confirmed, provided on the
Service. Any notice or report delivered in accordance with this Section
will be deemed given on the date actually delivered; provided that any notice
or report deemed given or due on a Saturday, Sunday or legal holiday will be
deemed given or due on the next business day. TDTS may provide notifications,
whether such notifications are required by law or are for marketing or other
business related purposes, to you via email notice, written or hard copy
notice, or through conspicuous posting of such notice on the TovsenDevelopment.tech
website, as determined by TDTS in its sole discretion. TDTS reserves the right
to determine the form and means of providing notifications to its Users. TDTS
is not responsible for any automatic filtering you or your network provider may
apply to email notifications that TDTS may send to the email address you
provide to TDTS. It is recommended that you add *@TovsenDevelopment.tech to
your email address book to help ensure you receive email notifications from TDTS.
D.
No Waiver. No
waiver of any term of this Agreement shall be deemed a further or continuing
waiver of such term or any other term, and failure of TDTS to assert any right
or provision under this Agreement shall not constitute a waiver of such right
or provision.
E.
Entire Agreement/Severability. This
Agreement, the TDTS Privacy Policy, and any
additional agreements you may enter into with TDTS in connection with the
Service, constitute the entire agreement between you and TDTS concerning the
Service. If any provision of this Agreement is deemed invalid by a court of
competent jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of this Agreement, which shall remain in
full force and effect.
Questions?
If
you have questions regarding this Terms of Service Agreement, please contact
us.