Last modified: 01/01/2020
- Please read this legal agreement carefully because it applies to your use of all the websites that Towa Software, Inc. (“towasoftware.com”) operates (collectively, the websites to which these terms apply, the “Websites”), including the products and services provided through the Websites (collectively, the “Services”).
- Websites include, but are not limited to, the websites operated at:
1. General Information Regarding this Agreement.
Unless otherwise agreed in writing with Towa, your use of any Website or Service will always be subject to, at a minimum, the terms and conditions set out in this document. In addition, your use of any Website or Service may also be subject to the terms of any legal notice applicable to the Website or Service, in addition to this agreement. All such terms supplementing this agreement are referred to as “Additional Terms.” Where Additional Terms apply to a Website or Service, these will be accessible for you to read either within, or through your use of, that Website or Service.
This Agreement, together with any Additional Terms, form a binding legal agreement between you and Towa in relation to your use of the Websites and the Services. Collectively, this legal agreement is referred to below as the “Terms.” If there is any contradiction between the Additional Terms and this Agreement, then the Additional Terms shall take precedence in relation to the Website or Service to which the Additional Terms apply.
2. Your Agreement to the Terms.
YOUR ACCESS OR USE OF ANY WEBSITE OR SERVICE IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS. By accessing or using any Website or Service you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Website or Service. If you do not agree to the Terms, you are not authorized to use any Website or Service.
3. Changes to the Terms.
From time to time, Towa may change, remove, add to (including without limitation by way of Additional Terms) or otherwise modify the Terms, and reserves the right to do so in its sole discretion. In that case, we will post the updated Terms (or Additional Terms), as relevant, to the applicable Website(s) and indicate the date of modification. We encourage you to periodically review the Terms. In addition, if our modifications are material, we will make commercially reasonable efforts to notify you electronically. For example, we may send a message to your email address, if we have one on file, or we may display a notice on the Websites indicating that the Terms have changed. All new and/or amended Terms take effect immediately; provided, however, that if deemed material by Towa in its sole discretion, such new and/or additional material terms will be marked as such and will take effect 30 days after they are posted on the applicable Website. Notwithstanding the foregoing, (i) no modification to the Terms will apply to any dispute between you and Towa that arose prior to the effective date of any modification and (ii) if you do not agree with any modification to the Terms, you may terminate this agreement by ceasing use of the Websites and Services. Your continued use of any Website or Service after new and/or revised Terms are effective indicate that you have read, understood, and agreed to those Terms.
4. Provision of the Websites and Services Generally
Towa makes the Websites and Services available to you on the Terms. You may only use the Websites and Services in accordance with these Terms and any applicable Additional Terms. In particular but without limitation, you may not use the Websites and Services for any purpose that is unlawful or prohibited by these Terms, any applicable Additional Terms, or any other conditions or notices that are made available on any Website or Service. Additionally, but without limitation:
- (1) Your use of the Website and Services is at your sole risk. The Website and Services are provided on an “as is” and “as available” basis.
- (2) You understand that Towa may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run its Services.
- (3) You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without express written permission by Towa.
- (4) You understand that the technical processing and transmission of our Services, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- (5) Towa does not warrant that (i) our Services will meet your specific requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
- (6) You expressly understand and agree that Towa shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Towa has been advised of such damages), resulting from (i) the use or the inability to use or Website or Services; (ii) the cost or procurement of substitute goods and services resulting from goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from our Website or Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Website or Services; (v) or any other matter relating to the service.
- (7) Questions about our Terms should be directed to use through the email or contact form provided on the relevant Website or Service.
5. No Legal Advice.
Towa is not a law firm and does not provide legal advice. Using the Websites or Services or sending us an email does not create an attorney-client relationship. Towa makes no warranties regarding any information, tools or licenses provided on or through the Websites and Services, and disclaims liability for damages resulting from their use.
6. Location of Websites and Services.
The Websites and Services are controlled and offered by Towa from its, or its vendors’ facilities in the United States of America and Mexico. Towa makes no representations that the Websites or Services are appropriate or available for use in other locations. If you are accessing or using any Website or Service from other jurisdictions, you do so at your own risk and you are responsible for compliance with local law. Notwithstanding the foregoing, the Websites may contain or provide links to Content (defined in Section 8, below) hosted on websites located outside of the United States of America.
7. User Conduct.
Users agree not to use the Websites or Services to:
- (1) Post, use or transmit Content that you do not have the right to post or use, for example, under intellectual property, confidentiality, privacy or other applicable laws;
- (2) Post, use or transmit unsolicited or unauthorized Content, including advertising or promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of unsolicited or unwelcome solicitation or advertising;
- (3) Post, use or transmit Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Websites or Services or servers or networks connected to the Websites or Services, or that disobeys any requirements, procedures, policies or regulations of networks connected to the Websites or Services;
- (4) Post or transmit Content that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false and misleading, incites an illegal act, or is otherwise in breach of your obligations to any person or contrary to any applicable laws and regulations;
- (5) Intimidate or harass another;
- (6) Use or attempt to use another’s account, service, or personal information;
- (7) Remove, circumvent, disable, damage or otherwise interfere with any security-related features that enforce limitations on the use of the Websites or Services;
- (8) Attempt to gain unauthorized access to the Websites or Services, other accounts, computer systems or networks connected to the Websites or Services, through hacking password mining or any other means or interfere or attempt to interfere with the proper working of the Websites or Services or any activities conducted through the Websites or Services;
- (9) Use any means to bypass or ignore robots.txt, or other measures we use to restrict access or use of the Websites or Services;
- (10) Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
In addition, you may not (and may not authorize another party to): (i) frame or otherwise co-brand the Websites or Services (for example, by displaying a name, logo, trademark or other means of attribution of a third party that is reasonably likely to give the user the impression that that third party has the right to display, publish or distribute the Website or Service); or, (ii) use any Website or Service in any manner that could disable, overburden, damage or impair such Website or Service, or interfere with any other party’s use and enjoyment of any Website or Service.
8. Terms Relating to Content on the Website and Services.
- (1) Responsibility for Content. You understand that all material, data and information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (collectively, “Content”) which you may have access to as part of, or through your use of, the Websites and Services are the sole responsibility of the person from which such Content originated. This includes assertions that persons may make, expressly or impliedly, about the provenance and ownership of Content that they supply, upload, list and/or link to. You acknowledge that Towa does not make any representations or warranties about the Content, including without limitation, about the accuracy, integrity or quality of the Content made available at the instigation of users of the Websites and Services. You understand that by using the Websites and Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances is Towa liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted to, linked to or otherwise accessible or made available via the Websites and Services.
- (2) Licenses Associated With Content on the Websites and Services.
i. Towa Content: All Content (other than computer software) owned by Towa and made available by Towa on the Websites or through the Services is licensed under the Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported license, unless marked otherwise.
ii. Your Content: You retain the copyright in your Content that you provide on the Websites or in connection with the Services, unless agreed upon otherwise. You hereby agree that all Content you voluntarily provide to us on or through any Website or Service is licensed under a Creative Commons Attribution 3.0 license, is not copyrightable, or is in the public domain. When you post your Content, you designate Creative Commons as the “Attribution Party” for the purposes of the Attribution 3.0 license, as defined therein, and grant permission for the relevant Website URI to be associated with your Content for purposes of that license. If Content you provide is protected by copyright, and if it is not licensed under a Creative Commons Attribution 3.0 license, you must not provide it to us, unless you are the copyright holder. For the avoidance of doubt, you may otherwise license your Content on any terms or no terms at all, but upon uploading or supplying Content protected by copyright to us on the Websites or in connection with the Services, you are licensing such Content under a Creative Commons Attribution 3.0 license in addition to any such other license that may apply to your Content, and designating Creative Commons as the Attribution Party for purposes of that license.
iii. Third Party Content: Third Party Content and Third Party Websites (as defined in Section 9, below) that Towa links to or embeds in the Websites or that are provided through the Services, including but not limited to blogs and news feeds, are subject to the license terms accompanying such Content. For Third Party Content and Third Party Websites that Towa supplies, as a courtesy Towa will take reasonable steps to clearly mark any such Third Party Content or Third Party Websites that are not licensed under a Creative Commons Attribution 3.0 license; provided, however, that Towa cannot and does not make any guarantee or warranty whatsoever about the license terms of Third Party Content or Third Party Websites and provides all such information AS-IS. We encourage you to always verify the license of any such Content before use.
iv. Search Results: Towa provides website search tools as a Service on some of the Websites. Those search tools may return Content that is not licensed. Towa will make reasonable efforts to clearly mark whether such Content is licensed under a license based on any license information our search tools are able to locate and interpret. As stated above, you should independently verify the terms of the license attached to any Content you intend to use.
- (4) Use of Content on the Website or Services. You may use the Content you find on the Websites or Services in accordance with the terms of the license applicable to that Content. For the avoidance of doubt, you must attribute all Content (except public domain Content) in the manner specified by the author or licensor (including attribution to any designated Attribution Party) and in accordance with the terms of such license and you must not remove or alter any copyright, trademark, name or other notice or legend that appears in connection with the Content. You represent and warrant to Towa that you will use any and all Content on our Websites or Services in accordance with the applicable license. You should be sure to review the terms of that license before you use the Content to which it applies so that you know what you can and cannot do. By using the Websites or Services, you agree that you are solely responsible for your use of any and all Content made available thereon. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the provenance, ownership, accuracy, completeness, or reliability of such Content. In this regard, you acknowledge that you may not rely on any Content made available on the Websites or Services without your own independent evaluation of that Content. Towa does not guarantee that Content made available on the Websites or Services does not infringe the rights of any third party.
9. Third Party Websites and Content; Links.
The Websites or Services may contain links to websites not controlled by Towa (“Third Party Websites”), as well as Content belonging to or originating from persons or organizations other than Towa (“Third Party Content”). You acknowledge that Towa is not responsible or liable for any Third Party Websites or any Third Party Content, information or products made available at any Third Party Website, regardless of whether Third Party Websites provide the option for users to apply Creative Commons licenses to Content hosted on those sites, or whether any Third Party Website or Third Party Content bears a Creative Commons license. You further acknowledge that Towa (a) is not responsible or liable for any Third Party Websites or any Third Party Content, information or products made available at any Third Party Website; (b) has not reviewed any Third Party Websites or Third Party Content for accuracy, appropriateness, completeness or non infringement; (c) has not sponsored or otherwise endorsed Third Party Websites or Third Party Content; and (d) makes no representations or warranties whatsoever about any Third Party Websites or Third Party Content.
10. Registered Users’ Accounts.
Registering for an account, or being provided with an account for any of the Websites or Services, is void where prohibited. Only persons who are over the age of majority in their jurisdiction (which typically is 18, but may be different in your jurisdiction) and fully competent to enter into the terms, conditions, obligations, affiliations, representations and warranties set forth in the Terms and to abide by and comply with the Terms may hold an account and use the related Services; provided, however, that if you are under the age of majority in your jurisdiction but over 13 years of age, you may join with the express permission of your parent or legal guardian. Any registration by, use of or access to the Services provided to Registered Users (defined below) by anyone (1) under the age of 13 or (2) under the age of majority in their jurisdiction but without parent or guardian permission, is unauthorized, unlicensed and a violation of these Terms. By registering for an account on any of the Websites or using the related Services, you represent and warrant that you (1) are the age of majority in your jurisdiction or, (2) are over the age of 13 and have the express permission of a legal guardian to become a Registered User and use Services made available to Registered Users, and you further agree to abide by all of the terms and conditions of these Terms and any applicable Additional Terms. Services offered to Registered users are provided subject to these Terms and any Additional Terms specified on the relevant Website. Towa reserves the right to modify or discontinue the accounts of Registered Users and related Services at any time. Towa disclaims any and all liability to Registered Users and third parties in the event Towa exercises its right to modify or discontinue user accounts ore related Services.
You agree to (a) provide accurate, current and complete information about you, if and as may be prompted by the registration process on any of the Websites, (b) maintain the security of your password(s) and identification, (c) maintain and promptly update your registration information and any other information you provide to us, and to keep it accurate and complete to, among other things, allow us to contact you, and (d) be fully responsible for all use of your account and for any actions that take place using your account. It is your responsibility to ensure that Towa has up-to-date contact information for you. You may not set up an account or membership on behalf of another individual or entity unless you are authorized to do so. As used in these Terms, “Registered User” means a person who has obtained an account on one of our Websites. Becoming a Registered User or using any of the related Websites or Services does not and shall not be deemed to make you a member, shareholder, or affiliate of Towa for any purposes whatsoever, nor shall you have any of the rights of statutory members.
Termination; Termination and Inactivation of User Accounts.
Your participation as a Registered User and use of the related Services terminates automatically upon your breach of any of these Terms or applicable Additional Terms. In addition, Towa may, at any time: (a) modify, suspend or terminate the operation of or access to your user account for any reason; (b) modify or change such Websites and Services and any applicable Terms and policies governing your user account and related Websites and Services for any reason; and (c) interrupt user accounts and related Websites and Services for any reason, all as Towa deems appropriate in its discretion. Your access to your account, and use of the related Websites and Services may be terminated by you or by Towa at any time and for any reason whatsoever, without notice, unless otherwise agreed upon in writing. In addition, Towa reserves the right to delete and purge any account and all Content associated therewith following any prolonged period of inactivity, all as may be determined by Towa in its complete discretion.
Upon termination, all rights and obligations created by this Agreement will terminate, except that you will continue to be bound by those terms that would by their nature survive such termination, including without limitation those concerning intellectual property rights, disclaimers of warranties and limitations of liability; representation, warranties and indemnity obligations; and general provisions.
11. DISCLAIMER OF WARRANTIES.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, TOWA OFFERS THE WEBSITES AND SERVICES AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WEBSITES OR SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TOWA DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TOWA DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.
12. LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL TOWA, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS (“THE TOWA PARTIES”) BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE WEBSITES OR SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF THE TOWA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOWA PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON THE WEBSITES OR SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO CONTENT POSTED ON THE WEBSITES OR SERVICES, FOR YOUR USE OF THE WEBSITES AND SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES WHETHER ON THE WEBSITES, IN CONNECTION WITH THE SERVICES OR OTHERWISE RELATING TO THE WEBSITES OR SERVICES.
You agree to indemnify and hold harmless the Towa Parties (defined above) from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, from your violation of the Terms. You also agree to indemnify and hold harmless the Towa Parties from and against any and all claims brought by third parties arising out of your use of any of the Websites or Services and the Content you make available via any of the Websites or Services by any means, including without limitation through a posting, a link, reference to Content, or otherwise.
The Websites and Services may contain trademarks, service marks, logos and other names that are the property of Towa or such other party as indicated with respect to that name or icon. Your use of the Website grants you no right or license to reproduce or otherwise use any Towa or third-party trademarks.
16. Copyright Complaints; DMCA Compliance.
Towa respects the intellectual property rights of others, and we prohibit users of our Websites and Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights. Towa complies with the provisions of the Digital Millennium Copyright Act (“DMCA”). Contact our designated agent to report alleged copyright infringement. The designated agent is:
Towa DMCA Requests
10918 Vance Jackson, Suite 204,
18. Miscellaneous Terms.
These Terms and any Additional Terms are governed by and construed by the laws of the State of Texas, in the United States, exclusive of its choice of law rules. The parties agree that any disputes or proceedings between Towa and you concerning these Terms, any Additional Terms, and/or any of the Websites or Services shall be brought in a federal or state court of competent jurisdiction in Texas, and hereby consent to the personal jurisdiction and venue of such court. Either party’s failure to insist on or enforce strict performance of any of the Terms shall not be construed as a waiver of any provision or right. If any term or part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Towa as a result of these Terms, any Additional Terms, or your use of any of the Websites or Services. These Terms and any applicable Additional Terms constitute the entire agreement between you and Towa relating to this subject matter and supersede all prior, contemporaneous and future communications (with the exception of future amendments to the Terms as made available by Towa from time to time) between you and Towa. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generating and maintained in printed form. These Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
These Terms are Effective as of January 1st, 2020