Total Compliance Solutions LLC
This Agreement ("Agreement") is between Total Compliance Solutions LLC (“TCS”) and an end user of the data services as described below who has established an account (“Account”). In this Agreement, “subscriber(s),” "you" and "your" mean the subscriber of the services defined below, and "TCS," "we," "our," "us," “the Service(s)” and “Service(s)” means TCS. BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, INCLUDING THE PRICES AND CHARGES. IF YOU DO NOT AGREE TO ALL OF THE AFOREMENTIONED TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CONTACTING TCS.
1) Service Description
TCS provides customized and curated data for its subscribers, culled from public data sources.
2) Cancellation of the Service by You
You may cancel the Service at any time by contacting TCS. The unused portion of any billing cycle will be refunded on a pro-rated basis.
3) Use of Service
a. Lawful, Non Fraudulent Use of Total Compliance Solutions
You agree to use the Service, and the data it provides, only for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations pertaining to your use of the Service. You will not use the Service for any unlawful, abusive, or fraudulent purpose, including, for example, using the Service in a way that (1) interferes with our ability to provide Service to you or other customers; or (2) avoids your obligation to pay for communication services. If TCS has reason to believe that you or someone else is abusing the Service or using it fraudulently or unlawfully, we can immediately restrict, suspend or cancel the Service without advance notice.
b. Copyright / Unauthorized Usage of Software
The Service and all software used to provide the Service or provided to you in conjunction with providing the Service, and all Services, information, documents and materials on TCS’s web site(s) are protected by copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and/or domain names (collectively "Marks") of TCS are and shall remain the exclusive property of TCS and nothing in this Agreement shall grant you the right to right or license to use such Marks. You acknowledge that you are not given any license to use the software used to provide the Service or provided to Customer in conjunction with providing the Service, other than a nontransferable, revocable license to use such software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and is exclusively for use in connection with the Service.
4) Billing and Payment for Service
a. Account Charges
All prices and charges to your Account for the Service will be billed in advance on a monthly basis.
b. Service Suspension, Termination and Restoration
We may suspend or terminate your Service, and may terminate this Agreement, if you fail to renew your Service prior to the expiration date, or if you fail to meet any or all of your payment obligations. In addition, if the Customer fails to renew Services or if the Service is suspended or terminated due to non-payment, Customer will be required to pay the applicable re-activation fee. The Company may, in our sole discretion, choose to restore or re-establish our provision of Services, which have been suspended or disconnected for failure to renew or nonpayment of charges, prior to payment of all charges due. Such restoration or re-establishment shall not be construed as a waiver of our right to receive full payment for all charges due or any rights to suspend or disconnect Service for failure to renew Services or nonpayment of any such charges due and unpaid or for the violation of the provisions of these Terms of Service; nor shall the failure to suspend or disconnect Service for failure to renew or nonpayment of any past due Account(s) operate as a waiver or estoppel to suspend or disconnect service for nonpayment of such Account or of any other past due Account. Should Service be suspended for failure to renew Services or nonpayment of charges, it will be restored when appropriate payments are made and at our discretion.
c. Loss of Access to the Service
The restriction, suspension or termination of your Service for any reason shall result in the loss of your access to the Services and benefits, including but not limited to all data that you have inputted and/or stored in your Account.
d. No Credit Allowances for Interruption of the Service
You acknowledge and agree that the Services are provided "as is." Credit allowances for any interruption of the Service will not be provided.
e. Price Changes
We may change the prices and charges for the Services from time to time. We may decrease the prices and charges without providing advance notice. Increases to the prices or charges for the Services are effective no sooner than fifteen days (15) after we post them on our web site.
The Service utilizes, in whole or in part, the public Internet and/or third party networks to transmit and store data. You acknowledge and understand that TCS cannot guarantee that the Service is completely secure. TCS always respects your privacy and treats the content of all of your data and communications as private, except as may be required by law.
You agree to defend, indemnify, and hold TCS, its affiliates and agents and any other service provider who furnishes services to you in connection with this agreement or the service, harmless from claims or damages relating to or arising out of this service, or this agreement. This paragraph shall survive termination of this agreement.
You agree that TCS should not be responsible for any third party claims against us that arise from your use of the services. Further, you agree to reimburse us for all costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or recklessness. This provision will continue to apply after the agreement ends.
7) Limitations of Liability
Limitations of Liability By enrolling in, activating, using or paying for the services, you agree that you have read this agreement and understand the limitations of TCS’s service described
TCS’s liability to you on account of any act or omission of TCS related to this agreement shall be limited to actual damage that is directly caused by TCS’s willful misconduct or recklessness, you will not be entitled to any other damages, including indirect or consequential damages for lost profits or revenue or otherwise regardless of the form of action. TCS and our employees, agents, contractors and representatives will have no liability whatsoever for loss of profits or revenue or any damages or modifications to, or loss or destruction of, any of your software, files, data or peripherals.
TCS shall have no liability whatsoever for any damages resulting from installation work performed by you or by third parties, including, without limitation, any wiring, software download or other work associated with enabling the service or creating extensions thereto.
Except as this agreement expressly states, we make no express warranty regarding the services and disclaim any implied warranty, including any warranties of merchantability or fitness for a particular purpose. We also make no warranty that the services will be uninterrupted or error free. We do not authorize anyone, including, but not limited to TCS employees, agents or representatives to make a warranty of any kind on our behalf and you should not rely on any such statement.
a. Changes to this Agreement
TCS reserves the right to revise and otherwise change this Agreement at any time and without notice. Any modification is effective immediately upon posting, unless otherwise stated. Your continued use of the Service following the posting of any modification signifies your acceptance thereof. You should periodically visit this page to review the current Agreement
b. No Third Party Rights
This Agreement does not provide any third party with a remedy, claim, or right of reimbursement.
c. Acts Beyond Our Control
Neither you nor we will be responsible to the other for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control, except that you must pay for any Services used.
We can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Services without our prior written consent.
Notices from you to TCS must be provided as specified in this Agreement. Notice from you to TCS made by emailing TCS is effective as of the date that our records show that we received your message. TCS’s notice to you under this Agreement will be provided by one or more of the following: posting on our web site, recorded announcement, bill message, bill insert, newspaper ad, postcard, letter, call to your billed telephone number, or e-mail to an address provided by you.
If any part of this Agreement is found invalid, the rest of the Agreement will remain valid and enforceable.
g. Governing Law
This Agreement is governed by the law of the State of New York, without regard to choice of law rules, unless there are other applicable laws. This governing law provision applies no matter where you reside, or where you use or pay for the Services.
h. Entire Agreement
This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements or proposals concerning the Service, including representations, whether written or oral. This Agreement can only be amended as provided herein. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor TCS is relying on any representations or statements by the other party or any other person that are not included in this Agreement.