Terms of Use
Welcome to www.tbcasoft.com (the “Website”). This Website is owned and operated by TBCASoft, Inc. and/or its affiliates (collectively, “TBCASoft”, “we”, “our” or “us). The term “you”, “your”, “yours” and “user” refer to anyone accessing, viewing, browsing, visiting or using the Website and/or Member Portal. Please carefully read the following terms (“Terms”) before using the Website and/or Member Portal. In order to use the Website and/or Member Portal you must agree to the terms and conditions that are set in this Agreement. By accessing the Website and/or Member Portal, you acknowledge that you have read, understood and agree to be bound by these Terms which form an agreement that is effective as if you had signed it. You represent and warrant that you are at least 18 years of age and have the requisite power and authority or any and all permissions necessary to enter into and be bound by this Agreement. If you are under the age of 18, you may use the Website and/or Member Portal only with the involvement of a parent or guardian. However, if you reside in a jurisdiction which restricts the use of the Website and/or Member Portal because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Website and/or Member Portal. By using the Website and/or Member Portal, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by its terms and conditions. These Terms may be revised or updated from time to time, as we may change, suspend or discontinue any or all aspects of the Website and/or Member Portal at any time without prior notice. You are bound by any such revision or update; therefore, you should check the Terms regularly for updates. If any revision or update is not acceptable to you, you must discontinue use of the Website and/or Member Portal. Each time you access, use or browse the Website and/or Member Portal, you signify your acceptance of the then-current Terms. If at any time you do not agree to these Terms, please do not access or use the Website and/or Member Portal.
YOUR ACCESS TO, USE OF AND BROWSING OF THE WEBSITE, MEMBER PORTAL AND THEIR CONTENT ARE SUBJECT TO ALL TERMS CONTAINED IN THESE TERMS OF USE, TBCASOFT’S PRIVACY POLICY, AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE AND MEMBER PORTAL. BOTH YOU AND TBCASOFT AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING ARBITRATION. THIS MEANS YOU AND TBCASOFT ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
Use of Website. The content available through the Website and/or Member Portal, including, without limitation text, graphics, logos, icons, images, “look and feel,” media, data, audio, animation, videos, charts, maps, software and other information and materials (collectively, the “Content”) is the sole and exclusive property of TBCASoft and/or its licensors. You agree not to reproduce, duplicate, publish, display, modify, copy, download, transmit, distribute, sell, resell, exploit for any commercial purpose, or create derivative works from any portion of the Content, unless expressly authorized by TBCASoft in writing. Use of the Website, Member Portal or the Content in any way not expressly permitted by these Terms is prohibited, and may be actionable under United States or international law. You agree that you will not remove, obscure, or modify any acknowledgements, credits or legal, intellectual property or proprietary notices, or marks, or logos on the Website, Member Portal or the Content. Except as permitted by applicable law, you will not decompile, disassemble, or reverse engineer any services, products, updates, or any part thereof, made available or offered by or through the Website and/or Member Portal. You will not use the Website, Member Portal and/or the Content for any illegal or inappropriate purposes, or interfere with any service conducted on the Website or Member Portal, another person’s use of the Website and/or Member Portal, or their proper functioning. Subject to your full compliance with these Terms, TBCASoft grants you a limited, non-exclusive and personal right to access and use the Website and/or Member Portal; but this right automatically terminates upon your breach of any Terms.
Member Portal; Account Registration. Customers and members subscribing to TBCASoft products and/or services (collectively “Members”) may be granted access to the Member Portal. Your level of access to the Member Portal may vary depending on the product and/or service subscribed. Before you can log into the Member Portal, you must first be granted access and then register for an account. To sign up for a TBCASoft account, you need to register and obtain a username and a password. You must update the personal information you have provided us if it changes. You should protect your account information, including your login ID and password. You are responsible for maintaining the confidentiality of your account information and restricting access to your computer or device, and you agree not to share your account credentials with others (or resell or transfer your account credentials to access the Member Portal to any third party). All activities on the Website and/or Member Portal that occurs under your account are your responsibility. You must notify us immediately if there is any unauthorized use of your account. We (and people authorized by us) may gather and process the information you provide on the Website and/or Member Portal. Your information may be stored and processed in U.S.A. or any other country where TBCASoft (including its affiliates and consultants) has facilities and, by creating an account, you consent to the transfer of this information outside of U.S.A. Please see our Privacy Policy for more information.
Term and Termination. Your account will be effective after you complete the account registration process. Accounts remain active unless we terminate it or if you notify us by telephone, mail or e-mail of your decision to terminate your account (the termination will be effective when we confirm it in writing). Notwithstanding the foregoing, we reserve the right, at any time in our sole discretion, to terminate your account or your use of the Website and/or Member Portal at any time. You agree that any termination of your access to the Website and/or the Member Portal may be effected without prior notice, and you agree that TBCASoft shall not be liable to you for such termination.
Fees and Payments. Additional terms and conditions may apply to products and/or services (including updates thereof) available through the Website and/or Member Portal, all of such terms are made a part hereof and shall control in the event of any inconsistency with these Terms. You agree to pay the fees and charges incurred in connection with your account for any product or service (including updates thereof) of or on the Website and/or Member Portal (including any applicable taxes) at the rates in effect when you complete the transaction. We will automatically bill all charges to your credit card and/or prepaid account. Unless we state in writing otherwise, all charges are non-refundable including amounts deposited in a prepaid account. We may change the fees and charges then in effect, or add new fees or charges at any time without notice. If you would like to use a different method of payment or believe someone has accessed any Website and/or Member Portal product or service (including updates thereof) using your account without your authorization, you must notify us immediately. Ultimately, you are responsible for any and all fees or charges incurred in connection with your account through the use of our Website and/or Member Portal.
Rate Information. Rate information published on this Website and/or Member Portal is subject to change without prior notice. TBCASoft has no control over such rate information; it does not guarantee the accuracy, completeness or timeliness of such rate information; and your use or reliance on any such rate information is at your “own risk”. Any references to non-TBCASoft products or services on this Website and/or Member Portal are for information purposes only and do not constitute a recommendation or endorsement of such products or services by TBCASoft.
Third Party Websites. During use of the Website and/or the Member Portal, you may enter into correspondence with, subscribe services and/or goods from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Website or the Member Portal. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. TBCASoft shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction, services or promotion between you and any such third party. Similarly, the Website and/or Member Portal may contain links to websites operated by other parties. TBCASoft does not endorse any sites on the internet that are linked through the Website and/or the Member Portal; these links to other websites are provided as a convenience, and your use of these sites is entirely at your own risk. TBCASoft makes no representations whatsoever about any other website which you may access through the Website and/or Member Portal. Such linked sites do not imply endorsement of information or material on any other site, and TBCASoft disclaims all liability with regard to your access to, use of or transactions with such linked websites. It is up to you to take precautions to ensure that for whatever third party website you access that you agree with that website’s terms of use and that the website is free of such items as viruses, worms, trojan horses, harmful components and other items of a destructive nature. You acknowledge and agree that TBCASoft shall not be responsible or liable, directly or indirectly, for any damage, loss or other claim caused or alleged to be caused by or in connection with, access to, use of or reliance on any content available on or through any other site or resource.
Intellectual Property. You acknowledge and agree that all right, title, and interest in and to the Website, the Content and the Member Portal, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights are owned exclusively by TBCASoft or its licensors, are valid and enforceable, and are protected by United States intellectual property laws and other applicable laws. You are not required to provide any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Website, Content or Member Portal (collectively, “Suggestions”) to TBCASoft. To the extent you do provide any Suggestion to TBCASoft, you agree to assign and hereby do assign to TBCASoft all right, title and interest in and to such Suggestions and agree that TBCASoft may freely utilize such Suggestions without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, Content or Member Portal, or any intellectual property rights owned by TBCASoft. TBCASoft’s name, logo, and product names associated with the Website and the Member Portal are trademarks of TBCASoft or third parties, and no right or license is granted to use them.
Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TBCASOFT, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND CONSULTANTS (COLLECTIVELY, THE “TBCASOFT PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE AND/OR MEMBER PORTAL, USE, INABILITY TO USE OR PERFORMANCE OF THE INFORMATION, CONTENT, SERVICES, PRODUCTS AND MATERIALS AVAILABLE FROM OR THROUGH THE WEBSITE AND/OR MEMBER PORTAL. IN NO EVENT SHALL TBCASOFT PARTIES OR ANY OF THEIR LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF THESE ENTITIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF TBCASOFT PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE OR THE MEMBER PORTAL OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON OR THROUGH THE WEBSITE AND/OR MEMBER PORTAL SHALL NOT EXCEED FIFTY US DOLLARS (US$50). YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF ANY DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND/OR MEMBER PORTAL AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST THE TBCASOFT PARTIES FOR HACKING, LOST DATA, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE MEMBER PORTAL, WEBSITE AND/OR THE CONTENT.
Warranty Disclaimer. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE MEMBER PORTAL, WEBSITE, CONTENT, PRODUCTS AND SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THE WEBSITE AND/OR MEMBER PORTAL ARE PROVIDED TO YOU ON AN “AS-IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE EXPRESSLY DISCLAIMED. WE DO NOT WARRANT THAT THE MEMBER PORTAL, WEBSITE, CONTENT, PRODUCTS OR SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THE MEMBER PORTAL OR WEBSITE, OR OUR SERVERS OR ELECTRONIC COMMUNICATIONS, ARE FREE FROM ERRORS OR OMISSIONS, OPERATE ON A CONTINUOUS AND UNINTERRUPTED BASIS, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE MEMBER PORTAL, WEBSITE, CONTENT AND ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TBCASOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS AND OTHERS ACTING IN CONCERT WITH IT, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, MADE BY YOU OR ON YOUR BEHALF OR BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (A) YOUR CONNECTION OR SUBMISSION TO OR USE OF THE MEMBER PORTAL, WEBSITE OR THE CONTENT; (B) YOUR VIOLATION OF THESE TERMS OF USE, ANY APPLICABLE LAWS, OR THE RIGHTS OF TBCASOFT OR ANY THIRD PARTY; (C) YOUR INFRINGEMENT OF ANY RIGHTS OF ANY THIRD PARTY; OR (D) YOUR USE OR MISUSE OF THE WEBSITE, MEMBER PORTAL OR CONTENT, EXCEPT IN EACH CASE SOLELY TO THE EXTENT ANY OF THE FOREGOING ARISES DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TBCASOFT.
Governing Law and Disputes. These Terms shall be governed by, and will be construed under, the laws of the State of California, U.S.A. without regard to conflicts of laws principles. You agree that any dispute between you and TBCASoft arising out of or relating to these Terms, the Privacy Policy, the Member Portal, Website or the Content will be decided only by binding arbitration, individually and not on a class-wide basis. You knowingly waive any right to participate in any form of “class,” “joint” or “representative” litigation (including in any “private attorney general capacity”) against TBCASoft. Any arbitration will be administered by the American Arbitration Association and will take place in Santa Clara County, California, U.S.A. User and TBCASoft are each waving the right to a jury trial and to participate in a class action.
Force Majeure. TBCASoft shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, pandemic, governmental act, failure of or interruption in common carriers (including without limitation Internet service providers and web hosting providers) or utilities, or shortages of transportation facilities, fuel, energy, labor or materials, etc.
Miscellaneous. These Terms and the Privacy Policy set forth the entire understanding and agreement between you and TBCASoft with respect to the subject matter hereof. You may not assign your rights or obligations under these Terms to third parties. If any part of these Terms is unenforceable the remainder will not be affected. A waiver of any of these Terms will only be effective if it is in writing and signed by us