TERMS OF SERVICE
These Terms of Service (this “Agreement”) is made between TMviz, Inc., a Delaware corporation with a registered office at 1201 Orange Street, Suite 600, One Commerce Center, Wilmington, DE 19801 (“TMviz”), and you, or if you represent an entity or other organization, that entity or other organization (in either case “You” or “Your”).
PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING “I AGREE” BELOW, USING THE TMviz TECHNOLOGY (AS DEFINED HEREIN) OR BY ACCESSING OR USING THE www.tmviz.com WEBSITE (THE “WEBSITE”), YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
TMviz reserves the right to amend, modify, change, add or remove portions of this Agreement from time to time as it deems necessary. TMviz will post such changes and their effective date within the current Agreement. By continuing to use the Website or TMviz Technology (collectively, the “Services”) after any such changes are posted, You accept the Agreement, as modified. However, if the revised Agreement includes a material change, it will be effective on the earlier of (a) the date You accept it, and (b) 30 days after the material change is initially posted.
- TMviz TECHNOLOGY. “TMviz Technology” means the past, present and future content of the Website and any similar means of distribution, including cloud computing, all software in any format (including all source code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, illustrations, artwork, graphic material, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Website and all other tangible or intangible materials related to, displayed, performed or distributed on the Website or any similar means, including, the selection, sequence, and “look and feel” and arrangement of items on the Website and all TMviz Marks (as defined herein), domain names, patents, and other intellectual property.
- TERMINATION. Either party may terminate this Agreement immediately by written notice. If You wish to terminate this Agreement, You must immediately discontinue use of the Website and notify us in writing. This Section 2 and Sections 3, 4, 5, 6.2, 6.3, 6.4, 6.5, 9, 11, 16 and 17 shall survive the termination of this Agreement.
the SERVICES (AND ANY STATEMENTS MADE OR INFORMATION PROVIDED IN OR IN CONNECTION WITH THE SERVICES) ARE OFFERED, MADE AND PROVIDED for informational and educational purposes only, and ARE not intended to be a substitute for LEGAL ADVICE. TMviz does not offer or give LEGAL advice. AT NO TIME DOES TMviz REVIEW YOUR INPUT, QUERIES, INFORMATION PROVIDED OR USE OF THE SERVICES FOR LEGAL SUFFICIENCY, DRAW LEGAL CONCLUSIONS, PROVIDE LEGAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT YOUR OR ANY THIRD PARTY’S LEGAL RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OR CLAIMS, OWNERSHIP OF INTELLECTUAL PROPERTY, REMEDIES, DEFENSES, OR STRATEGIES, OR APPLY THE LAW TO THE FACTS OF YOUR OR ANY THIRD PARTY’S PARTICULAR SITUATION.
TMviz IS NOT A LAWYER, LAW FIRM, LEGAL SERVICES PROVIDER, OR A LEGAL SERVICE, IS NOT ACTING AS YOUR ATTORNEY, AND IS NOT A SUBSTITUTE FOR AN ATTORNEY OR LAW FIRM. THE SERVICES, INCLUDING THE WEBSITE, ARE NOT A SUBSTITUTE FOR OBTAINING A CONVENTIONAL TRADEMARK CLEARANCE SEARCH AND OPINION FROM A LICENSED ATTORNEY WITH EXPERTISE IN THE AREA OF TRADEMARK CLEARANCE WORK.
THE SERVICES ARE NOT INTENDED TO CREATE ANY ATTORNEY-CLIENT RELATIONSHIP, AND YOUR USE OF THE SERVICES DOES NOT AND WILL NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND TMviz OR ANY OTHER PARTY. NO COMMUNICATION BETWEEN YOU AND TMviz WILL BE PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE OR AS WORK PRODUCT.
FROM TIME TO TIME, TMviz MAY PERFORM CERTAIN ATTORNEY ACCESS SERVICES AND INTRODUCE YOU TO ATTORNEYS THROUGH VARIOUS METHODS. AT NO TIME IS AN ATTORNEY-CLIENT RELATIONSHIP CREATED BY TMviz THROUGH THE AFOREMENTIONED ACTIVITIES.
TMviz is not responsible for the ADVICE, CONCLUSIONS, OPINIONS OR RECOMMENDATIONS (INCLUDING LEGAL ADVICE, CONCLUSIONS, OPINIONS OR RECOMMENDATIONS) OF any OTHER INDIVIDUAL OR ENTITY (INCLUDING ATTORNEYS OR LAW FIRMS WHO YOU MAY HAVE BEEN REFERRED TO OR PROVIDED ACCESS TO IN CONNECTION WITH THE SERVICES), even to the extent such INDIVIDUAL OR ENTITY may rely upon the TMviz Technology.
THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TMviz DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES AGAINST INFRINGEMENT OF ANY TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; OR WARRANTIES OTHERWISE RELATING TO PERFORMANCE OR OTHER ACTS OR OMISSIONS BY TMviz OR ANY THIRD PARTY. TMviz DOES NOT WARRANT THAT THE SERVICES OR ANY OF THEIR FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE SERVICES, INCLUDING THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TMviz DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
You must provide and are solely responsible for all hardware and/or software necessary to access and use the SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
MINORS ARE NOT ELIGIBLE TO USE THE SERVICES AND TMviz ASKS THAT MINORS NOT SUBMIT ANY PERSONAL INFORMATION TO TMviz.
LIMITATION OF LIABILITY.
YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL TMviz OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TMviz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE SERVICES. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF TMviz, IT WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO TMviz FOR THE SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
LIMITED LICENSE. The Services and all the materials available on the Website are the property of TMviz, its members, affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Services are provided solely for Your personal use or, if You are an entity, Your internal use, in each case in accordance with this Agreement and solely on Your own behalf and not for the benefit of any third party; provided, however, that with respect to internal use (i) all individuals who use the Service are Your officers, directors or employees (“Your Representatives”); (ii) Your Representatives agree to be bound by the terms of this Agreement as if they were You; and (iii) You remain liable for any breach of the terms of this Agreement by Your Representatives. You may not use the Services or the materials available on the Website in a manner that constitutes an infringement of TMviz’s rights or that has not been authorized by TMviz. More specifically, during and subject to the terms and conditions of this Agreement, TMviz hereby grants You a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the Website (and the TMviz Technology therein), solely to enable Your limited use of the TMviz Technology pursuant to the terms and conditions hereof. For clarity, aside from the foregoing limited license, You acknowledge that You shall acquire no rights in or related to the Services.
OWNERSHIP OF INTELLECTUAL PROPERTY. You agree that, as between You and TMviz, all the intellectual property rights in the Services or derivative works created from the Services are owned by TMviz or its licensors.
UNSOLICITED SUBMISSIONS. Except as may be required in connection with your use of the Services, TMviz does not want You to submit confidential or proprietary information to TMviz through the Website or otherwise. Any comments, feedback or other material submitted to TMviz through or in association with the Website or the Services (except information entered into the “search” bar) shall be considered non-confidential and TMviz’s property. You acknowledge that You are responsible for the submissions that You provide, including their legality, reliability, appropriateness, originality and content.
BETA VERSIONS. From time to time, TMviz may post, publish, distribute, present for download or otherwise make available beta versions or portions of the Services (“Beta Software”) for public or semi-public use. Beta Software is available for testing and evaluation purposes only. As a user of Beta Software You are encouraged, but not required, to identify potential errors and improvements (“Feedback”). Such Feedback is subject to the assignment granted by You in Section 6.3. There are risks associated with using Beta Software. Beta Software has not yet been tested like other commercially released software that You may use. Therefore, it is likely that the Beta Software may contain errors, including errors that may cause the Beta Software or your computer to malfunction or cause a loss of data. If you do not wish to accept these risks, do not use the Services. TMviz is not obligated to correct errors or correct the effects of errors (e.g., fix your computer or recover lost data) or provide any technical support related to use of Beta Software. THE WEBSITE AND MUCH OF THE TMviz TECHNOLOGY IS CURRENTLY IN BETA FORM AND THEREFORE IS CONSIDERED BETA SOFTWARE.
USER RESTRICTIONS. Except as expressly permitted under this Agreement, You agree not to, nor will You allow any third party (whether or not for Your benefit) to:
Run, rent, lease, loan, or sell access to the Services.
Decompile or reverse engineer or attempt to access the source code of the software underlying the Services.
Access the Services to build a product or technology using similar ideas, features, functions, interface or graphics.
Access (or attempt to access) the Services by any means other than as permitted in this Agreement.
TMviz TRADEMARKS. TMviz trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Website or otherwise as part of the TMviz Technology (“TMviz Marks”) are the trademarks of TMviz and may not be used without permission. TMviz is not granting You a license under any intellectual property right to the TMviz Marks. Other trademarks, logos and trade names that may appear on the Website or otherwise as part of the TMviz Technology are the property of their respective owners.
CHANGES TO SERVICES. Notwithstanding anything to the contrary contained herein, TMviz reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Services or any part thereof with or without notice. TMviz will not be liable to You or to any third party for any modification, suspension or discontinuance of the Services. You acknowledge that TMviz reserves the right to refuse the Services or access thereof to You and to cancel Your access at any time.
NOTICES. TMviz may provide You with notices, including those regarding changes to this Agreement or any of TMviz’s terms and conditions, by email, regular mail, or postings on the Website. Notice will be deemed given twenty-four (24) hours after email is sent, unless TMviz has previously been notified that the email address is invalid and provided with an alternative email address. You shall provide TMviz with notices to firstname.lastname@example.org which shall be deemed validly delivered twenty-four (24) hours after email is sent to such address with written confirmation of transmission by the transmitting equipment.
TAXES. You are responsible for paying any governmental taxes imposed on Your use of the Website, including, but not limited to, sales, use, or value added taxes.
RELATIONSHIP OF THE PARTIES. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that TMviz has no special relationship, including an attorney-client relationship, with or fiduciary duty to You. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
NO THIRD PARTY BENEFICIARIES. The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
WAIVER. The failure of TMviz to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.
SEVERABILITY. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
ASSIGNMENT. You may not delegate Your duties under this Agreement or assign this Agreement, in whole or in part. TMviz may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger, consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
GOVERNING LAW AND VENUE. The terms and conditions of this Agreement, and any dispute arising or related to its interpretation, shall be construed according to the laws of the State of California, without regard to any choice of law rules that would lead to the application of the law of any other state. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Alameda County, California for purposes of litigating any claim or dispute relating to this Agreement, the Website or TMviz Technology.