End User License Agreement
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, TPV grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of TPV. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of TPV or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
- USER INFORMATION; PASSWORD PROTECTION
In connection with Your use of the Services, You may be required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be current, complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy.
You may also be asked to provide a user name and password in connection with Your use of certain features of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other Customer at any time. You agree to notify TPV immediately of any unauthorized use of Your account, user name, or password. TPV shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by TPV, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify TPV if any credit/debit card or ACH information that You have provided to us is lost, stolen or used without permission.
- RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, or other information made available by means of the Website and Services by third-parties are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. TPV DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL TPV BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
- INFORMATION PROVIDED BY CLIENTS, CUSTOMERS AFFILIATES AND PARTIES OF VERIFICATION ACTIVITIES
As part of registration with the Website, both clients and affiliates (i.e. employees, Sales Vendors, sales reps, managers, etc) may be asked to create a profile, which contain certain indentifying information (such as name, phone number, address, etc.). TPV relies on its participants to provide current and accurate information. Accordingly, TPV must assume that information contained in each profile is current and accurate. TPV DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY PROFILE INFORMATION, AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY CUSTOMERS, AND AFFILIATES BY MEANS OF PUBLIC PROFILES OR OTHERWISE IN CONNECTION WITH THE SERVICES.
- CONSENT TO RECEIVE COMMUNICATIONS FROM TPV
By registering with the Website, you thereby consent to receive periodic phone calls, SMS text messages and email communications from TPV regarding the Services, new product offers, promotions and other matters.
By becoming a Client or Customer of TPV , You expressly authorize TPV to charge You for the services rendered in accordance with the terms and conditions of your Contract. ALL FEES AND CHARGES ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS. TPV RESERVES THE RIGHT, IN TPV’ SOLE DISCRETION, TO CHANGE THE FEES AND CHARGES IN EFFECT ONLY AS ALLOWED IN THE TERMS OF YOUR CONTRACT, OR TO ADD NEW FEES AND CHARGES, BY POSTING SUCH CHANGES ON THE WEBSITE OR PROVIDING WRITTEN NOTICE TO YOU. Should you wish to cancel Your contract pursuant to the terms contained therein, please phone TPV at 918-855-4300 or email your cancellation (including the referenced section of your contract for cancellation notices) request to billing@TPV.com.
- THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with TPV and some of whom may not. TPV does not have control over the content and performance of Third-Party Websites. TPV HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, TPV DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. TPV DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
- USER CONTENT
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the TPV Parties under this section.
- PROHIBITED USES
TPV imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) provide false, misleading or inaccurate information to TPV or any other subscriber; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) harvest or otherwise collect information about TPV users, including email addresses and phone numbers; (d) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (e) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (f) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (g) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h) except as provided under Section 13, use the Website or Services to send unsolicited e-mail, including without limitation, email promotions or advertisements for products or services; (i) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or TPV Services; or (j) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the TPV Parties in providing the Website or Verification Services. Any violation of this section may subject You to civil and/or criminal liability.
- INTELLECTUAL PROPERTY
- Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
TPV, TPV.COM and the “TPV logo” (collectively, the “TPV Marks”) are trademarks or registered trademarks of TPV, LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the TPV Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the TPV Marks generated as a result of Your use of the Website and Services will inure to the benefit of TPV, LLC, and You agree to assign, and hereby do assign, all such goodwill to TPV, LLC. You shall not at any time, nor shall You assist others to, challenge TPV LLC’s right, title, or interest in or to, or the validity of, the TPV Marks.
- Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the TPV logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by TPV.com, LLC or are the property of TPV’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2016 to the present, TPV, LLC. ALL RIGHTS RESERVED.
- Copyright Policy
As TPV asks others to respect TPV’s intellectual property rights, TPV respects the intellectual property rights of others. If you believe content located on or linked to by the Website violates Your copyright, you are encouraged to notify TPV. TPV will respond to all such notices, including as required or appropriate by removing the material or disabling all links to the material.
- Compliance with Law
- DISCLAIMERS; LIMITATION OF LIABILITY
- NO WARRANTIES.
TPV, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TPV, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER TPV NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER TPV NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
- YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD TPV OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
- LIMITATION OF LIABILITY
THE LIABILITY OF TPV AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TPV OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO TPV OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF TPV AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO TPV DURING THE ONE MONTH PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN TPV AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND TPV OR BETWEEN YOU AND ANY OF TPV’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. TPV’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
- NO WARRANTIES.
- YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other TPV policies, and with any applicable laws or regulations.
- INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless TPV and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to TPV or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
- GOVERNING LAW; JURISDICTION AND VENUE
The Website, TPV Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Tulsa, Oklahoma and shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to its conflict of law principles, and any such claim or dispute arising from the use of the Website, TPV Services, or this Agreement that requests or requires the involvement of a third party to settle or resolve such claim or dispute shall be held, heard and resolved in the appropriate venue so long as the venue is located in Tulsa County, Oklahoma. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
- Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and TPV arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of the American Arbitration Association (AAA) in Tulsa, Oklahoma (unless You and TPV mutually agree to a different arbitrator) who shall render an award in accordance with the substantive laws of Oklahoma. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the AAA fee and reasonable attorneys’ fees) to the prevailing party.
- Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or TPV from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or TPV from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN AND AROUND TULSA, OKLAHOMA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
- Requirement of Arbitration.
- Termination; Survival
Either party may terminate this Agreement and its rights hereunder in accordance with the Terms identified in their individual Service Agreements. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by TPV. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections 1-2, 4, 6, 7-10, 15, and 17-28 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed TPV.
- Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, TPV may delete from TPV’s systems all of Your User Content, Personal Information and any other files or information that You made available to TPV or that otherwise relate to Your use of the Website or Services. Subsequent to termination, TPV reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
- Legal Action
If TPV, in TPV’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, TPV will be entitled to recover from You as part of such legal action, and You agree to pay, TPV’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The TPV Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
- Termination; Survival
All notices required or permitted to be given under this Agreement must be in writing. TPV shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to TPV. You agree that any notice received from TPV electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH TPV IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY TPV OF AN EMAIL TO THAT ADDRESS. You shall give any notice to TPV by means of: (1) fax at: 918.317.7042; (2) U.S. mail, postage prepaid, to 14002 E. 21st Street – Suite 1000, Tulsa, OK 74134; or (iii) email to: notices@TPV.com.
This Agreement constitutes the entire agreement between TPV and You concerning Your use of the Website and TPV Services. This Agreement may only be modified by a written amendment signed by an authorized executive of TPV or by the unilateral amendment of this Agreement by TPV and by the posting by TPV of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of TPV. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and TPV are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the TPV Parties and the Indemnified Parties as and to the extent set forth in Section 17 and TPV’ licensors and suppliers, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to TPV and TPV’ licensors and suppliers, and would therefore entitle TPV or TPV’ licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.