Terms of Use

Throughout the Software as a Service Subscription Agreement (“SAAS Subscription Agreement”) and accompanying Terms of Use, the terms “we”, “us” and “our” refer to TAW Concepts, LLC, including its parent entities and wholly-owned subsidiaries (the “Service Provider”). By using our websites and/or ordering and using our services you agree to be bound by the terms and conditions as set forth hereinbelow and as amended from time to time without notice. Our Privacy Policy and any other policies, rules or guidelines that may be applicable to particular offers or features on the sites and services are also incorporated into these Terms.

[Our sites and services are not intended for children under the age of 16 and no person under the age of 16 may use our sites and services. We strongly encourage all parents and guardians to monitor the Internet use by their children. If you use the sites and services, you affirm you are at least 16 years old or that you are the age of majority in your jurisdiction and grant permission to any of your minor dependents to use the sites.]

SUBSCRIPTION AGREEMENT

This SAAS Subscription Agreement (“Agreement”), dated as of the Effective Date above, governs the use by you (the “Customer”) of the Residential Estimating Management System Software (the “REMS Software”), REMS Mobile App(s),the TAW Concepts Website(s), and other software modules provided by TAW Concepts, LLC and the services provided by us, TAW Concepts, LLC, in connection with the REMS Software (collectively the “SAAS Services”). This Agreement also includes and herein incorporates by reference: (1) each Order that provides the type, quantity and payment terms for the SAAS Services purchased from Service Provider; (2) the Terms of Use found below and as in effect and updated from time to time; and (3) the Privacy Policy as provided at [insert link] and as in effect and updated from time to time. In the event of conflict among terms, the order of priority shall be the Order, this Agreement, the Terms of Use below, and then the Privacy Policy.

  1. Service Provider agrees to provide the SAAS Services described in each Order, and Customer agrees to pay for access to the SAAS Services and comply with the terms and conditions set forth in this SAAS Subscription Agreement, each Order, and the Terms of Use. As provided in each Order, the SAAS Servicesto be purchased may include the REMS Software, REMS Mobile App(s), and services provided by TAW Concepts, LLCas listed in the Order receipt. The provided services shall be for use in connection with accessing the SAAS Services, for Customer's business purposes. The Fees for the SAAS Services are shown in the Order receipt. Subsequent purchases of SAAS Services shall be made only from Service Provider, and shall be subject to the terms and conditions of this Agreement, the Terms of Use, the Privacy Policy, and any terms included in the Order.
  2. The Term of Service for the SAAS Services is indicated in the Order receipt for the SAAS Services. The SAAS Services may be accessed and used only by the number of Users specified in the Order receipt(s), for the Fees corresponding to that number and type of Users. For each User, Customer may setup a user name (“User ID”) and password, which enables the number of Customer's Users to use the SAAS Services or a portion thereof. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least sixty (60) days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Use for the SAAS Services.
  3. Service Provider grants to Customer a limited, non-exclusive, terminable, non-transferable license to access and use the SAAS Servicesduring the Term or Service, subject to the Terms of Use provided hereinbelow, acknowledging that Service Provider may revise such Terms of Use from time to time.
  4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Use, and this Agreement (inclusive of the Terms of Use and Service Provider’s Privacy Policy located at http://tawconcepts.com/privacy-policy/, and all Order receipts completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof.
  5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the SAAS Services indicated in each Order.
  6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the SAAS Services. Customer agrees to provide, install and maintain, at Customer's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer's own use of such data communication lines, electrical service, computer equipment, etc.
  7. In addition to the initial Order, the parties may enter into one or more additional Orders, each of which provides a general description of the SAAS Services to be provided to Customer. For any Order to be effective, it must be in writing and signed or otherwise authenticated by Customer. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order.
  8. If there is any conflict between the terms of an Order and the terms of this SAAS Subscription Agreement, the Privacy Policy, or the Terms of Use, then the terms of the Order shall control. Each Order, as supplemented by the terms of this SAAS Subscription Agreement, the Privacy Policy, and the Terms of Use, constitutes an entire and separate agreement between the parties regarding theSAAS Services covered by that Order, and supersedes any other prior oral or written understandings and agreements of the parties regarding the SAAS Services covered by that Order. Any provisions contained in Customer's own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order.

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING AND ACCESS TO THE SAAS SERVICES SHALL NOT BE GRANTED UNTIL AN AUTHORIZED SIGNATORY FOR CUSTOMER ACKNOLEGES AND AGREES TO ABIDE BY THESE TERMS AND CONDITIONS.

Description of SAAS Services

  1. BASIC ACCESS. The SAAS Services include access by Customer and his/her/its licensed users through the SAAS Customer Web-based Portal (“Portal”) and/or Mobile App(s).
  2. HOSTING AND MANAGEMENT SERVICES. The SAAS Services include the following managed services:
    • Network administration, including communications between the gateway and the network operations center through Customer provided cellular wireless transmission or Ethernet connection
    • Software administration
    • Data administration
    • Periodic over-the-air upgrades
  3. AUTHORIZED USER LICENSE (WEB PORTAL). The Authorized User License for the number of Authorized Users set forth in the Order(s) includes on-going hosting enabling access to the Portal.
  4. INSTALLATION/ACTIVATION SERVICES: Customer may elect to receive any of the following Installation Services from Service Provider
  5. PORTAL AND BUSINESS PROCESS TRAINING. If Installation Services are purchased, Customer shall receive the number of hours of on-site Portal and Business Process Training set forth in the Order(s). Alternatively, Customer may elect to receive Portal and Business Processing Training remotely.
  6. SUPPORT SERVICES. Support Services include unlimited remote service and support during normal business hours and 24x7 for emergency support. Customer will designate one individual who will be the authorized point of contact for all technical support communications between Service Provider and Customer at all times. Service Provider will use commercially reasonable efforts to keep the SAAS Services available on a 24 hour a day, 7 days a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the SAAS Services. As used herein, “Minimum Configuration” means the minimum configuration of Customer hardware and software required to access the Services, which, shall be that Users have an Internet connection with sufficient bandwidth and Internet Explorer 11 or higher version, Mozilla Firefox and Google Chrome (Recommended). In the case of the REMS Mobile App(s) Services, Users “Minimum Configuration” means the minimum configuration of Customer hardware and software, including but not limited to the installation of the relevant REMS Mobile App(s), required to access the SAAS Services, which shall also include that Users have an Internet connection with sufficient bandwidth and access to the REMS Mobile App(s) on their mobile device.

TERMS OF USE

PLEASE READ CAREFULLY BEFORE PURCHASING AND USING THESE SAAS SERVICES. BY PURCHASING AND/OR ACCESSING AND USING THE SAAS SERVICES AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF USE FORM PART OF THE SAAS SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF AND USE OF THE SAAS SERVICES.

Purchase of Services

You agree to purchase access to the SAAS Services and modules as shown in each Order that is completed and approved under the SAAS Subscription Agreement.

If the Order provides a schedule for delivery, the schedule is an estimate and is subject to availability by Service Provider, readiness of the site for any necessary installation, and scheduling of installers, as applicable. In the event the SAAS Services are not be available within a reasonable period of time of the scheduled delivery, you may at your option (a) terminate the purchase of undelivered SAAS Services, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of the SAAS Services. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.

Unless otherwise indicated in the Order, you agree to be responsible for all site preparation, including setting up appropriate hardware, utility connections including but not limited to telecommunication connections, and procurement of necessary equipment or peripheral devices, and for installation of required hardware to run the SAAS Services.

Service Provider reserves the right to refuse any order you place with us. Service Provider may, in its sole discretion, limit or cancel quantities purchased per person, per entity, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel a purchase, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Service Provider reserves the right to limit or prohibit orders that, in its sole judgment, appear to be placed by unauthorized entities.

You agree to provide current, complete and accurate purchase and account information for all purchases made through Service Provider and/or their authorized agent. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that Service Provider can complete your Order(s) and contact you as needed.

Orders accepted by Service Provider may not be cancelled by you except with Service Provider's written authorization. Prices for the SAAS Services are subject to change without notice. Service Provider reserves the right at any time to modify or discontinue the SAAS Services (or any part or content thereof) without notice at any time. Service Provider shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the SAAS Services.

SAAS Services – Grant of Rights

The SAAS Services obtained pursuant to an Order grants you and your licensed staff (staff that you have purchased an appropriate number of user licenses for) (collectively, the “Users”), for the Term of Service indicated in the Order, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the SAAS Service subject to these Terms of Use. The SAAS Service may include download areas and product information provided by Service Provider or third-party vendors. All SAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Use. All rights not expressly granted to you and your Users pursuant to the SAAS Subscription Agreement are reserved to Service Provider, and all uses of the SAAS Service not expressly permitted hereunder are prohibited.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time.You understand that your content (with the exception of credit card information, if applicable), 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. Credit card information is always encrypted during transfer over networks. You agree not to access, reproduce, duplicate, copy, sell, resell or exploit any portion of the SAAS Services or our websites through which the SAAS Services are provided, except as provided in your Order(s) and these Terms and Conditions or with the express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Accuracy of Information

We are not responsible if third-party information made available on the SAAS Services or our websites are not accurate, complete or current. Any reliance on the third-party information made available on the SAAS Services and our websites is at your own risk. The SAAS Services and our websites may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the SAAS Services and our websites at any time, but we have no obligation to update any information. You agree that it is your responsibility to monitor changes to our websites and the SAAS Services.

Permitted and Prohibited Use

Limited Use. You and your Users may access the SAAS System and use the SAAS Services solely to support and operate in your business through the (i) Service Provider's web-based monitor and control management portal (“the “Portal”); and (ii) Service Provider’s mobile application(s). Service Provider reserves the right, in its sole discretion, to limit your and/or your Users' use of the SAAS Services in the event that Service Provider determines that your and/or your Users' use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Use.

Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the SAAS Services, not to use the SAAS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the SAAS Service in any manner that could damage, disable, overburden, or impair any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party's use and enjoyment of any of the SAAS Services. You and your Users may not attempt to gain unauthorized access to any part of the SAAS Services, other accounts, computer systems, or networks connected to any Service Provider or subscriber server, or to any part of the SAAS Services, through hacking, password mining, or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SAAS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, sell, or circulate the SAAS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the SAAS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the SAAS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the SAAS Services' control or security systems, or allow or assist a third party to do so.

Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the SAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have reason to suspect any such User is engaged in activities that may violate these Terms of Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organization, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of SAAS Services, regardless of the grounds.

Subscriber and User Submissions Ownership

As between you and your Users and Service Provider, the SAAS Services, any material or information provided pursuant to the SAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the SAAS Services, neither you nor your Users gain any ownership interest in such items.

Service Provider does not claim ownership of the usage information you or your Users provide for the use and operation of the SAAS Services. Service Provider and its vendors and contractors may use such information to operate and administer the SAAS Services. In addition, Service Provider may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.

You agree all “Comments”, including but not limited to SAAS Services reviews, feature requests, bug reports, etc. submitted by you will abide by the Terms of this Agreement. You agree all Comments submitted by you are owned by Service Provider and you hereby assign and convey all rights, including but not limited to intellectual property rights, including any and all moral rights, in any Comments by you to Service Provider. You further agree to execute any additional documentation necessary to allow Service Provider to secure the aforementioned assigned rights without additional compensation.

You may also be able to upload to your account additional information or data for public display with your Comments. The information or data you upload or enter into your account is called “Submissions.” Service Provider reserves the right to supervise the uploading of any Submissions, but it is under no legal obligation to do so. For any Submissions that are covered by any intellectual property rights (“Your IP Content”), you grant Service Provider a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use those Submissions (“IP License”) as it sees fit in its sole discretion. However, the IP License ends when you delete Your IP Content from your account, unless your IP Content has already been used outside your account or shared with others and they have not deleted it. You understand and agree that even though Your IP Content may be deleted from your account, it may persist in backup copies of your account, but Your IP Content which is deleted will not be available for your use or review from your account once it has been deleted.

You agree that Service Provider and its affiliates and agents may use your name, email address, and/or telephone number to access, review, edit and modify your Submissions and other information associated with your account. You acknowledge and agree that Service Provider owns all the data and information concerning your account, and will continue to own all of the data and information concerning your account, except as provided herein relating to your usage information and your IP Content, even if your account is deactivated for any reason.

Service Provider reserves the right to upgrade, modify, replace, or reconfigure the SAAS Services at any time, provided that you will be provided at least thirty (30) days advance notice for changes that materially and adversely affect any use of the SAAS Services. Service Provider may also change the fee schedule, support terms, and service level agreements for the SAAS Services subject to at least thirty (30) days advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of SAAS Services you have contracted for under existing Orders. Any such notice may be given and shall be effective if posted by Service Provider in the “News/Alerts” section of Service Provider's website and/or the SAAS Services Software, or if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order.

Links to Third Party Sites

The SAAS Service may provide links that allow you or your Users to leave Service Provider's site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for any transmissions received from any linked site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.

Use of Passwords; Internet

You are responsible for providing and administering usernames and passwords for your Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the SAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be transferred without your consent and control. Log-In Information may not be shared without Service Provider’s control and prior written consent. Service Provider reserves the right to refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive or may cause confusion, as determined by us in its sole discretion.

You and your Users are responsible for maintaining the confidentiality of that User's username and password. You and your Users are responsible for any and all activities that occur under all your Users' accounts. You agree to notify Service Provider immediately of any unauthorized use or suspected unauthorized use of your Users' accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users' passwords or accounts, either with or without the applicable Users' knowledge.

Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User's sole responsibility and the responsibility of Internet provider(s) you select. Service Provider does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

Communications from Service Provider

Service Provider may periodically contact you or Users for customer service purposes. By accessing the SAAS Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.

Payments

You agree to pay at the time indicated in each Order all payments due from you thereunder. If not otherwise indicated in the Order, all payments are due thirty (30) days from invoice.

You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the SAAS Services and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the SAAS Services, as applicable. You agree to hold Service Provider harmless from all claims and liability arising in connection with your failure to report or pay such taxes.

In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, including these Terms of Use and any Order(s) completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; and/or (b) To terminate this Agreement as to any or all of the Order(s). The Parties acknowledge you shall remain liable for the total purchase price for all service fees that would otherwise come due for the remainder of the Term of Service. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.

Notice Specific to Software Available with the SAAS Services

Any software that is made available to download from the SAAS Services (“Software”) is the copyrighted, trademarked, and/or patented work of Service Provider and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.

The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Changes to Terms of Use

SERVICE PROVIDER RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN SERVICE PROVIDER POSTS THE REVISED TERMS OF USE AS PART OF THE SERVICE OR ON ANY RELATED WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE SAAS SERVICES. USERS SHOULD CHECK THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

Termination of the SAAS Subscription Agreement

In the event that you breach any term of the SAAS Subscription Agreement, or you or your Users breach these Terms of Use, and such breach is not cured within ten (10) days after receipt of notice thereof from Service Provider, Service Provider may terminate the SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable. In the event Service Provider terminates the SAAS Subscription Agreement in whole or in part due to an uncured breach, you and your Users shall receive no refund, in full or in part, and Service Provider shall not be liable to you or any User for suspension of SAAS Services or a refund of fees connected with same.

Upon expiration or prior termination of the SAAS Subscription Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the SAAS Service must be erased, deleted, or destroyed.

No Warranties; Limitation of Liability

THE SAAS SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SAAS SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TAW CONCEPTS, LLC DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SAAS SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OBLIGATIONS HEREUNDER. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

Service Provider and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the SAAS Services. You and your Users release and waive all claims against Service Provider, including but not limited to its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users' use of the SAAS Services. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You and your Users agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Service Provider Group.

Subscriber Representations

You represent and warrant that (i) you have full power and authority to enter into the SAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Use; (ii) only you and your Users shall per permitted to access the SAAS Services and any related tools, applications, information and materials provided in connection with the SAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the SAAS Services.

Additionally, you agree to indemnify, defend, and hold harmless Service Provider and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Reporting Infringement

By accessing and/or using the SAAS Services, Users agree to report to Service Provider all claims or suspected claims of copyright, trademark, and/or patent or other infringement of Service Provider's intellectual property or other proprietary rights. Claims of infringement should be directed to:

TAW Concepts, LLC Legal Department P.O. Box 57055 Des Moines, IA 50313

If you believe that any information on the SAAS Site infringes on your copyright, trademark and/or patent you should notify Service Provider of your claim in accordance with the following procedures. Service Provider will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. The DMCA requires that notification of claimed infringement be in writing and provided to Service Provider's designated agent of service:

To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the work, mark, or patent claimed to have been infringed, or, if multiple works, marks, or patents at a single online site are covered by a single notification, a list of such items at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Dispute Resolution

Your purchase and/or use of the SAAS Services and/or our websites is unauthorized in any jurisdiction that does not give full effect to all provisions of the Terms. We make no representation or warranty that product descriptions, third-party materials and/or information are appropriate or available for use in any particular jurisdiction. Use of the SAAS Services and/or our websites in any jurisdiction where all or any portion of the services and/or websites might violate any legal requirements is prohibited and you agree not to access the SAAS Services and our websites in any such jurisdiction. You are responsible for complying with all applicable laws. Any use in contravention of any provision of the Terms is at your own risk.

You agree that this agreement and your use of the SAAS Services and our websites will be governed by the laws of the State of Iowa. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Des Moines, Iowa, in all disputes (i) arising out of, relating to or concerning this Agreement, one or more of the SAAS Services and/or our websites and your use thereof; (ii) in which one or more of the SAAS Services, our websites, and/or this Agreement is an issue or a material fact; or (iii) in which one or more of the SAAS Services, our websites,and/or this Agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization.

You agree to waive, to the fullest extent allowed by applicable law, any claims for punitive or exemplary damages and any right to pursue claims on a class or consolidated basis or in a representative capacity, which relate in any way to one or more of the SAAS Services, our websites,and/or this Agreement.

PLEASE REVIEW CAREFULLY AS THIS SECTION AFFECTS RIGHTS THAT YOU MIGHT OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT PROCEEDINGS.

Arbitration is final, binding and subject to limited review by a court. You agree that this arbitration section shall survive termination of this Agreement. This section shall be broadly interpreted to encompass all disputes or claims arising out of or relating to your use of one or more of the SAAS Services and/or our websites. Any dispute or claim made by you against Service Provider arising out of or related to your use of the SAAS Services and/or our websites, whether based on contract, statute, tort, fraud, misrepresentation or any other legal theory, will be resolved by binding arbitration, except that you may take claims to small claims court if they qualify for hearing by such court.

You must first present any claim or dispute to Service Provider by contacting our technical support department to allow us the opportunity to resolve any dispute. You may request arbitration if your dispute cannot be resolved within ninety (90) days . The arbitration of any dispute or claim shall be conducted with the rules of a Nationwide Arbitration Organization as modified by this agreement. You and Service Provider agree that this agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law. Any such arbitration shall be brought and held in Des Moines, Iowa, and will be conducted in the English language. An arbitrator may not (i) award relief in excess of or contrary to what this Agreement and corresponding Order(s) provides; (ii) order consolidation or arbitration on a class wide or representative basis; or (iii) award punitive damages or any other damages aside from the prevailing party’s actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. In any arbitration applying those rules applicable to large and/or complex cases, the arbitrators may also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the selected arbitrator’s rules.

Any arbitration shall be confidential, and neither you nor Service Provider may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. The decisions of the arbitrators shall be binding and conclusive upon all parties involved, and any judgment or decision on any arbitration may be entered in and specifically enforced in any court having proper jurisdiction.

If any portion of this section is determined by a court to be inapplicable or invalid, then the remainder shall be given full force and effect.

All administrative fees and expenses of arbitration will be divided equally between you and Service Provider. Each party will bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing.

Miscellaneous

Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.

Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from you or your Users, or by any cause beyond your reasonable control.

You acknowledge and agree that the SAAS Services and the tools, applications, information and materials provided in connection with the SAAS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other Subscribers for which Service Provider or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

You agree that Service Provider may assign all or part of this agreement or related agreements without such assignment being considered a change to the agreement and without providing notice to you. You agree that Service Provider will be released from all liability upon assignment. The assignee shall have the same rights and obligations as the assignor.

You agree that information related to your use of the SAAS Services and our websites may be subject to legal process. Information and data that you submit to us through the SAAS Services and our websites may be subject to legal process (e.g., a subpoena) by the Service Provider or a third party or government entity, even if that information has been deleted and only exists in backup form. You acknowledge and understand that the Service Provider will comply with all applicable legal obligations in making such information available pursuant to valid legal process. You acknowledge and agree that Service Provider may have no obligation to give you notice of any legal process that may result in any information related to your use of the SAAS Services and/or our websites being produced, discovered or otherwise disclosed.

Service Provider’s performance of these Terms and all other policies is subject to existing and future laws and legal process. Nothing in these Terms is in derogation of Service Provider’s right to comply with law enforcement requests or requirements relating to your use of theSAAS Services or our websites or information given to or gathered by us with respect to such use.

This Agreement shall be construed and enforced under the laws of the Iowa without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located within Polk County of the State of Iowa. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.

The parties agree no joint venture, partnership, employment or agency relationship exists between you and Service Provider as a result of these Terms or your purchase and use of one or more of theSAAS Services and/or use of one or more of our websites.

If any provision herein is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

Service Provider’s websites and/or SAAS Service may be accessed from countries other than the United States. Thewebsites and SAAS Services may contain products or references to products that are only available within the United States. Any such references do not imply that such products will be made available outside the United States. If you access and use theSAAS Services and/or our websites outside the United States, you are responsible for complying with your local laws and regulations.

You can review the most current version of the SAAS Subscription Agreement and the Terms of Use at any time at https://tawconcepts.com/terms-of-use/

Service Provider reserves the right, at its sole discretion, to update, change or replace the SAAS Subscription Agreement, the Terms of Use, and/or the Privacy Policy in whole or part, by posting updates and changes to our websites without notice to you. It is your responsibility to check our websites periodically for changes. Your continued use of or access to one or more of our websites or the SAAS Services following the posting of any changes to these Agreements constitutes acceptance of those changes.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof. Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.

Contact Information

If you have any questions, comments or complaints regarding these Terms or to effectuate notice as required by these Terms, please contact us at:

Support@tawconcepts.com
Toll Free 844-5-MYREMS
TAW CONCEPTS LLC
P.O. Box 57055
Des Moines, IA 50313

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