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. 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

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.