WEBSITE TERMS AND CONDITIONS
OF USE
Welcome to TIDIProducts.com. TIDIProducts.com is owned and
operated by TIDI Products, LLC and/or its affiliated companies (collectively,
“TIDI”). These Website Terms and Conditions of Use (“Terms”) govern your use of
the TIDIproducts.com website and all related pages, information, databases, materials and services (collectively, the “Site”), and
governs your use and purchase of any products and services (collectively, the
“Products”) available through the Site. These Terms form a contract between you
and TIDI. If you do not accept these Terms, you may not access or use the Site
or use or purchase the Products. Use of this Site or purchase or use of the
Products indicates your acceptance of these Terms, TIDI’s Website Privacy
Policy, and any other separate terms and conditions you expressly agree
to be bound by when purchasing or using such Products, such terms and
conditions being hereby incorporated by reference in their entirety into these
Terms. Please scroll down through these Terms to review important provisions
regarding arbitration, limitation of liability, waivers, indemnities, and other
important provisions.
If you have questions regarding these Terms, please contact TIDI
at Excellence@TIDIProducts.com .
License
You may only use this Site if you are at least 18 years of
age. By accessing any portion of the Site, you have a limited license to
use the Site and Products, including the limited right to view, bookmark,
download and print, for your noncommercial, personal use and information only,
those pages of the Site that interest you, subject to any other terms and conditions
of use and/or payment in these Terms or on the Site. These Terms
cannot be waived or modified by any oral communications between you and TIDI.
Updating Terms
TIDI reserves the right, at its sole discretion, to change,
delete, and update portions of these Terms at any time. You should review
these Terms periodically for changes. The Terms can be accessed from the link
at the bottom of each Site page. If you use the Site after we post changes
to the Terms, you agree to the changed Terms.
If you have an account or other relationship with TIDI, that
relationship is governed by the agreement specific to that account or
arrangement; provided that nothing in these other
agreements shall diminish the protections and rights provided to TIDI under
these Terms. Except as may be expressly provided in
additional terms of use for specific areas of the Site or the above-referenced
agreements, these Terms constitute the entire agreement between you and TIDI
with respect to the use of Site.
Product Information
Without limiting the disclaimer language in these Terms, the
Product information contained on this Site is believed to be accurate at the
time of posting. However, from time to time TIDI may
find it necessary to make revisions. TIDI reserves the right to make all such
changes without prior notice to you. Therefore, please contact TIDI at (800)
521-1314 or Excellence@TIDIProducts.com to
confirm the existence of any Products that are material to your purchase
decision.
TIDI Website Registration and Customer Information and
Unauthorized Use
You agree that any information you provide TIDI, whether through
the purchasing process or otherwise, including, without limitation, passwords,
usernames, login ID’s, credit card and financial
information, and other personally identifiable information whether through
questionnaires, registration forms, or other information requests
(collectively, “Customer Information”), will be true, accurate, current and
complete information. You agree not to provide Customer Information that is
false, inaccurate, misleading, or fraudulent. You agree to provide TIDI
with any information reasonably requested by TIDI related to the provision of
Products. You are solely responsible for all transactions and
transmissions that occur through the use of your
Customer Information, and it is your responsibility to maintain and promptly
update your Customer Information. You agree that TIDI is not liable
to you or any third party for damages or losses related to the accuracy or
disclosure to TIDI of your Customer Information. It is your
responsibility to maintain the confidentiality of your Customer
Information. TIDI requires that you agree not to share your Customer
Information with another person, nor allow another person to use your Customer
Information. This requirement will assist TIDI in preventing
unauthorized use or misuse of the Site and protect you, TIDI and other Site
users. If you believe that someone has used your Customer
Information to access any TIDI services without your authorization, please
contact TIDI immediately at (800) 521-1314 or Excellence@TIDIProducts.com .
Please review TIDI’s Website Privacy
Policy for more information regarding TIDI’s policies
and procedures for disclosing and using your Customer Information. Subject to
the Website Privacy
Policy, TIDI retains a perpetual, irrevocable, non-exclusive,
royalty-free, worldwide license to use and store your information (in any
media, currently known or unknown) related to these Terms or TIDI’s provision of the Products.
You agree not to impersonate any person or entity, misrepresent
any affiliation with another person, entity or association, use false e-mail or
other headers, or otherwise conceal your identity from TIDI for any purpose.
Information Available on Site
TIDI relies on a variety of sources for the information it
provides on the Site, including, without limitation, information related to its
Products. This information is provided to you in good faith based on
the information available to TIDI. TIDI believes that the
information is current and accurate but does not guarantee it.
Fees and Payment
You are responsible for promptly paying all fees associated with
your use or purchase of the Products (the “Fees”) at the time of
purchase. You are also responsible for any applicable federal,
state, or local franchise fees, surcharges, sales and use taxes, and any other
taxes (except those related to TIDI’s net
income) related to the Products (collectively, the
"Taxes"). You shall promptly pay all Taxes at the time of
purchase.
If you dispute any Fees related to your purchase of any Products,
you shall provide TIDI with written notice describing such dispute in
reasonable detail and shall include with such notice all documentation as may
be reasonably required to support your position regarding the
dispute. All disputes regarding any Fees must be submitted to TIDI
within 90 days of the purchase of the applicable Products. If you do
not submit a claim within such time period, you waive
all rights to dispute such Fees.
If the dispute is resolved in favor of TIDI and you have withheld
the disputed amount, any payments withheld pending settlement of the disputed
amount shall bear interest at eighteen percent (18%) per annum or the highest
amount permitted by law, whichever is lower, from the payment due date up to
and including the date of payment. TIDI shall be entitled to recovery of
all costs and expenses (including reasonable attorneys’ fees and costs)
incurred in enforcing your compliance with this Agreement.
Restrictions on Use of TIDI Materials
Your license to use the Site includes the limited right to view,
bookmark, download and print, for your non-commercial, personal use and
information only, those pages of the Site that interest you. Your use of any
materials or software from the Site is terminable by TIDI at any time under the
circumstances described in these Terms.
TIDI or its content providers own and shall retain all proprietary
rights to all of the content, materials, and other intellectual property
related to the Site and the Products, including, without limitation, all text,
graphics, photographs, music, data, images, audio and video clips, software,
names, button icons, logos, images, designs, titles, words or phrases, page
headers, service names, trademarks, patents, and copyrights (collectively,
“Materials”). You have no rights to the Materials, except as
expressly set forth in these Terms. Any use of the Materials, except as
permitted by these Terms, is expressly prohibited.
The contents and use of the Site (including TIDI’s name and the logos and software used in the
Site) are registered and/or protected by U.S. and international
copyright, trademark, and other laws. You agree to retain all copyright and
other proprietary notices contained in the Site or the Products. You may not
delete or change any copyright or trademark notices, and cannot alter or modify
the content in any manner without the express written permission of TIDI.
You further agree you may not:
(1) use the Site to
transmit, copy, reproduce, republish, upload, post, transmit, e-mail, or
distribute in any way material or content that infringes any copyright,
trademark, proprietary, or other right of any party or that violates these
Terms;
(2) copy (except as
set forth above for non-commercial personal use), modify, distribute, create
any derivative or compilation work from, or display TIDI’s name
or logo, or any text, graphic images, or other content from the Site or
redeliver such content using framing or similar technology;
(3) use any device designed to provide repeated automated
access to the Site other than those made generally available by TIDI;
(4) include “TIDI
Products” or any other TIDI trademarked materials, the name of any TIDI
personnel, or any variation of these items as a metatag or
hidden textual element, or in any other fashion that may create a false or
misleading impression of affiliation, sponsorship, or endorsement between TIDI
and you, any other party, or any other website, or otherwise use these items
without TIDI’s express written permission;
(5) collect, harvest or store personal data about other users of
the Site;
(6) upload, e-mail
or otherwise transmit to TIDI or through the Site or any TIDI computer network
any of the following: a sexually-explicit image or statement; advertising,
promotional, or other unauthorized communication, including without limitation,
“junk mail,” surveys, unsolicited e-mail, “spam,” “chain letters,” “pyramid
schemes,” or other inappropriate or prohibited materials; and any material that
contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or any other computer code, files or
programs that might interrupt, limit or interfere with, damage, surreptitiously
intercept or expropriate any system, data or information related to the Site or
any computer software, hardware or communications equipment that is owned,
leased or used by TIDI;
(7) create a link
to the Site without TIDI’s prior written
permission;
(8) use the Site to
advertise or perform any commercial solicitation;
(9) use the Site to
post or transmit any threatening, false, misleading, abusive, harassing,
libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic,
or profane material or any material that could constitute or encourage conduct
that would be considered a criminal offense, give rise to civil liability, or
otherwise violate any law;
(10) use any
robot, spider, scraper, or any other automated means to access the Site or the
Products for any purpose without TIDI’s express
written permission;
(11) forge any TCP/IP packet
header or any part of the header information in any email or posting;
(12) take any action that
imposes, or may impose, in TIDI’s sole
discretion, an unreasonable or disproportionately large load on the TIDI
infrastructure;
(13) interfere or
attempt to interfere with the proper working of the Site, the Products, or any
activities conducted on the Site; or
(14) bypass measures
used by TIDI to prevent or restrict access to the Site or the Products, violate
or attempt to violate the security or authentication measures of the system, or
attempt to prove, scan, or test the vulnerability of a system or network
without proper written authorization from TIDI.
TIDI reserves the right to disclose the identity of anyone posting
or transmitting any information or materials violating the above prohibitions
to law enforcement authorities or pursuant to any court order requesting or
directing TIDI to disclose such information.
TIDI does not represent or guarantee the truthfulness, accuracy,
or reliability of communications posted by users, nor does TIDI endorse any
opinions expressed by users or any third parties using the Site. Any
reliance on material posted by other users shall be at your own risk.
Termination, Removal of Materials, and Monitoring
These Terms are effective until terminated by either
party. If you no longer agree to be bound by these Terms, you must
cease use of the Site. You agree that TIDI may terminate, restrict,
or suspend all or part of your license to access the Site and delete any
content transmitted to or through the Site, at any time, at its sole
discretion, without prior notice to you and without any liability to
you. TIDI also reserves the right to take any action relating to
user-submitted information that it deems necessary or appropriate if such
information, as determined in TIDI’s sole
discretion, may create liability for TIDI, its agents or its contractors or may
affect TIDI’s business relationships or
contracts with its agents or its contractors. TIDI further reserves the
right to remove any materials that are defamatory, abusive, illegal, harassing,
immoral, disruptive or do not conform to these Terms - though TIDI shall be
under no affirmative obligation to monitor any of the foregoing or to otherwise
screen or monitor any communications or information prior to their
posting. You agree that TIDI has the right, but is not obligated, to
monitor your use of the Site and any communications made by you related to such
use in any manner. You release TIDI from any liability related to its
monitoring activities. If TIDI denies you access to the Site, you
agree to destroy all materials obtained from the Site and all copies of those
materials with the exception of your personal
customer-account-related materials. You acknowledge that, upon
termination, TIDI may immediately deactivate or delete your account and all
related information and files in the account and bar you from further access to
the files, the Site, and the Products.
Website Linking and Cautions About Third-Party Information
Included in Site
For your general informational use only, TIDI may provide access
to third party websites. TIDI is unable to verify, and takes no
responsibility for, the contents of any third party
website that may be linked to any Site via hyperlink or otherwise, whether such
link is provided by TIDI or by a third party (including any responsibility for
the accuracy, timeliness, or suitability of the content of any third party
website to which TIDI may link). By providing access to other
websites, TIDI is not recommending or supporting any third party or endorsing
or acknowledging that it is affiliated with any website's sponsoring
organization. TIDI does not expressly, or by implication, endorse,
recommend, or make any representations or warranties related to any commercial
product, process or service (whether by trade name, trademark, service mark,
generic description or referral to a distributor or manufacturer) referred to
on any third party site or related to creation of
links to such site. Before relying on any information contained on
any third party website, you are cautioned to
undertake your own independent evaluation of its accuracy, completeness,
usefulness, timeliness and correct sequencing, and protections against
potential viruses and other malicious code in downloaded material.
TIDI may include third party information in the Site for general
informational purposes only. TIDI is unable to verify the accuracy or
completeness of third party information posted to the Site or accessible from
the Site. Consequently, you agree TIDI does not guarantee, and is
not liable to you for, the accuracy, results, completeness, authorship or
suitability of any third party content and TIDI is not obligated to maintain,
verify, update or post any corrections to such third party information for any
reason. Nothing in the Site referencing any third parties with whom
TIDI conducts business, and nothing in these Terms, shall be deemed to create
any agency relationship or affiliation with, or endorsement or sponsorship of,
such third parties or you or make the third parties or you partners or
joint venturers with TIDI, or otherwise
provide you or any third parties with any rights to act on TIDI’s behalf.
Disclaimers and Limitations of Liability
In using this Site you acknowledge and accept that there are
risks, including, without limitation, the risk of harm of people acting under
false pretenses. You assume all risks associated with dealing with other users
with whom you come in contact through the Site and other parties that use the
Site or your Customer Information for unauthorized or illegal purposes.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ALL
INFORMATION, SERVICES, SOFTWARE AND CONTENT AVAILABLE THROUGH THE SITE, AND THE
SITE ITSELF, ARE FURNISHED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND ARE
FURNISHED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLIED OR
EXPRESSED WARRANTY OF ANY KIND (INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY,
SECURITY, CORRECTNESS AND NON-INFRINGEMENT). THE TIDI PARTIES MAKE NO
REPRESENTATION OR WARRANTY REGARDING, ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL
LIABILITY FOR, THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR
PERFORMANCE OF THE SITE OR ANY MATERIAL ON THE SITE, THE PERFORMANCE OF THE
INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR
COMPUTER SYSTEM, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER
DISABLING DEVICE FROM ANY SOURCE, THE UNAUTHORIZED ACCESS TO OR USE OF YOUR
INFORMATION BY A PARTY OTHER THAN TIDI, ANY TECHNICAL FAILURES (INCLUDING
HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER
TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL
AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR
RELATED TO THESE TERMS. NO ONE IS AUTHORIZED TO MAKE ANY WARRANTY ON
TIDI’S BEHALF, AND YOU CANNOT RELY ON ANY OTHER STATEMENT OF WARRANTY. YOU
ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, AND LEGALITY OF ANY
INFORMATION YOU SUPPLY TO TIDI.
YOU AGREE THAT TIDI, ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE
“TIDI PARTIES”) ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,
EXEMPLARY, OR PUNITIVE DAMAGES AS A RESULT OF YOUR ACCESSING THE WEBSITE AND
USING ANY OF THE PRODUCTS OR SERVICES AVAILABLE. IN NO EVENT SHALL
THE TIDI PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND
EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT, TRESPASS OR
OTHERWISE EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO TIDI TO PURCHASE THE
PARTICULAR PRODUCTS OR SERVICES WHICH FORM THE BASIS OF YOUR CLAIM, THE AMOUNTS
PAID BY YOU TO TIDI TO PURCHASE PRODUCTS OR SERVICES IN THE THREE (3) MONTHS
PRECEDING ANY CLAIM WHERE YOUR CLAIM DOES NOT RELATE TO PRODUCTS OR SERVICES
PURCHASED, OR $100 IF YOU HAVE NOT PAID ANY AMOUNTS TO TIDI. IF YOU
LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR
LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE WAIVERS
AND LIMITATIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY TIDI IN
WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST THE TIDI PARTIES, AND, IN ANY
EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR OF YOUR DISCOVERY
SHALL BE DEEMED WAIVED AND RELEASED.
Any references on the Site to product or service warranties
provided by TIDI related to products or services already purchased by you are
provided for informational purposes only. These references are not
intended to extend, republish, or modify any warranties that accompanied the
products or services at time of purchase or to create new warranties.
If you provide TIDI with an email address for information delivery
or otherwise request a non-secure delivery of information, you agree not to
hold TIDI responsible for any misuse or unauthorized viewing of that
information.
Indemnification
In consideration of your use of the Site, you hereby agree to
indemnify the TIDI Parties (and any of its third party service providers) from
and against any and all claims, losses, liabilities, damages, costs and
expenses (including, without limitation, reasonable attorneys' fees and costs)
arising out of or related to: (i) your (a) use of the
Site, (b) breach of these Terms, (c) violation of any person's or entity's
legal rights (including, without limitation, copyright, patent, trade secret,
trademark, or other proprietary rights, or publicity, contract, moral, or
privacy rights) (d) violation of any applicable law, rule or regulation, or (e)
negligence, recklessness, or misconduct; or (ii) unauthorized use of your
Customer Information by a party other than TIDI.
Applicable Law
TIDI controls and operates the Site from our offices within the
State of Wisconsin in the United States. If you
choose to access the Site from other locations, you do so at your own risk and
initiative and are responsible for compliance with any applicable local laws. You
agree that the laws of the State of Wisconsin (excluding any choice
of law rules) govern your rights and obligations relating to TIDI and your use
of the Site.
Severability and Waiver
If any provision of these Terms is found to be invalid by any
court having competent jurisdiction, the invalidity of such provision shall not
affect the validity of the remaining provisions of these Terms, which shall
remain in full force and effect.
No failure to exercise and no delay in exercising, by TIDI, any
right, power or privilege hereunder shall operate as a waiver hereof, except as
expressly provided herein. Any waiver by TIDI of a breach of any
provision of these Terms shall not be deemed to be a waiver of any other or
subsequent breach and shall not be construed to be a modification of the Terms
unless and until agreed to in writing by TIDI.
Additional Terms
Certain areas of this Site may be subject to additional terms of
use. By using such areas or any part thereof, you agree to be bound by the
additional terms of use applicable to such areas.
Copyright Agent for Claims of Copyright Infringement
Pursuant to the Digital Millennium Copyright Act, TIDI designates
the agent below to receive notifications of claimed copyright infringement. If
you reasonably believe that your work has been copied in a way that constitutes
copyright infringement, please provide to TIDI’s designated
agent the following information:
(1) an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright interest;
(2) a description of the copyrighted work that you claim
has been infringed;
(3) a description of where the material that you claim is
infringing is located on any Site;
(4) your address, telephone number, and e-mail address;
(5) a statement by
you that you have a good faith belief that the disputed use is not authorized
by the copyright owner, its agent, or the law; and
(6) a statement by you, made under penalty of perjury, that
the information included in your notification is accurate and that you are the
copyright owner or authorized to act on behalf of the copyright owner.
TIDI’s designated agent for notification
may be contacted at:
By
Mail: TIDI Products
Attn: Customer Service
570
Enterprise Drive
Neenah, WI 54956
By
Phone: (800)
521-1314
By
Fax: (800)
837-7770
By
E-mail: Excellence@TIDIProducts.com
Dispute Resolution
If a dispute arises between you and any of the TIDI Parties, it is
the goal of TIDI to work in good faith with you to quickly and amicably resolve
the dispute. All disputes, claims, or controversies (“Claims”)
arising under or relating to these Terms, the Site, or the Products that cannot
be resolved informally, will be finally resolved by binding arbitration as described
herein.
Any dispute, controversy or claim arising under or related to
these Terms, the Site, or the Products (including the arbitrability of
such a dispute and the existence, validity, interpretation, performance,
termination or breach thereof) which cannot be amicably resolved by the parties
shall be finally settled by binding arbitration by a single arbitrator in
accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association ("AAA"), with the arbitration to be commenced
no later than one (1) year after such Claim accrues (in absence of which it
shall be deemed forever waived). The language of the arbitration
shall be English. A judgment upon an arbitrator’s award may be entered by any
court of competent jurisdiction. The arbitrator shall be an expert in the
field of Internet services. To the extent permitted by applicable
law, you agree that there shall be no class action arbitration related to these
Terms, the Site, or the Products. All parties shall bear their own
expenses relating to the arbitration proceedings irrespective of its outcome,
except that the parties shall equally share the expenses of the arbitrator
(except for the required non-refundable filing fees which shall be paid solely
by the party asserting the related Claim).
The above obligations to arbitrate shall not: (i)
apply to violations of the Restrictions on Use of TIDI Materials contained
above; or (ii) prevent a party from seeking a preliminary injunction, temporary
restraining order, specific performance or other procedures in a court of
competent jurisdiction to obtain interim relief when deemed necessary by such
court to preserve the status quo or prevent irreparable injury pending
resolution by arbitration of the actual dispute.
Exclusive jurisdiction and venue for arbitration or any other
legal action or proceeding in any way related to the Site, the Products, or
these Terms shall be in Outagamie County, Wisconsin. Any
matter brought before a court shall be brought solely in the state or federal
courts located in Outagamie County, Wisconsin. The parties hereby
waive their right to a jury trial.
This section provides the sole recourse for the settlement of any
disputes arising out of, in connection with, or related to these Terms.
Independent Parties
For purposes of these Terms, the parties hereto shall be
independent contractors and neither shall at any time be considered an agent or
employee of the other. No joint venture, partnership, or like
relationship is created between the parties by this Agreement.
Entire Agreement
These Terms, and any policies or additional terms referenced
herein, constitute the entire agreement between you and TIDI related to the
Site and Products. All prior agreements, representations,
statements, negotiations, and undertakings with respect to the subject matter
herein are superseded by these Terms. These Terms may not be
amended, altered or added to in any manner except as
set forth by a document in writing and signed by an authorized representative
of each party. If there is a conflict between these Terms and any terms
appearing on the Site, or in any policies or other referenced terms, those
terms that are more favorable to TIDI shall govern.
Headings
The headings of the sections in these Terms are strictly for
convenience and shall not in any way be construed as amplifying or limiting any
of these Terms.
Survival of Obligations
The terms that by their nature are intended to survive beyond the
termination, cancellation, or expiration of these Terms shall survive.
P:\DOCS\90985\00099\15297559