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Terms and Conditions

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Terms of Use

© 2016 TMW Systems, Inc. All rights reserved.

Copyright & Trademarks

No portion of this website or services on this website may be reproduced in any form, or by any means, except as authorized below, without prior written permission from TMW Systems Inc. (also referred to hereafter as “TMW Systems”). The TMW name, marks, and brand is synonymous with software solutions and services providing high value to the transportation and logistics industries, and is thus representative of valuable and high standards of excellence and consistency. TMW and the TMW logo are registered trademark of TMW Systems, Inc. A complete list of all TMW trademarks can be found at http://www.tmwsystems.com/tmw-trademarks.

Acceptance of Terms Through Use

WELCOME TO THE TMW SYSTEMS, INC. WEB SITE. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE ("SITE"). YOUR USE OF THIS SITE INDICATES YOUR AGREEMENT TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THE CURRENTLY POSTED TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THIS SITE.

Please note that TMW Systems reserves the right to update and change these Terms of Use from time to time at its sole discretion. Please check the Terms of Use periodically for changes. Your continued use of this Site following the posting of any changes to the Terms of Use will confirm your acceptance of those changes. In the case of any violation of these Terms of Use, TMW Systems reserves the right to seek all remedies available in law and equity for such violations.

Title and Ownership

All right, title and interest in and to the Site and to the content and other information and materials available on this Site, including software, (collectively the "Materials") are the property of TMW Systems, Inc. and are protected by worldwide copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights not expressly granted under these Terms of Use are retained by TMW Systems.

Limited License to Use Site

The Materials at this Site are copyrighted and any unauthorized use of the Materials may violate copyright, trademark, and other laws. You may print out or download on a single computer, one copy of the Materials found on the Site for your personal, non-commercial internal use only, unless specifically licensed to do otherwise by TMW Systems in writing or as allowed by any license terms which accompany or are provided with individual Materials. The above notwithstanding, if you are a commercial user of TMW Systems products you may print out and use a reasonable number of copies of Materials related to those specific TMW Systems products solely in connection with your authorized use of such products. This is a license, not a transfer of title, and is subject to the following restrictions: you may not: (a) modify the Materials or use them for any public display, performance, sale, rental, or for any commercial purpose except as otherwise authorized above; (b) decompile, reverse engineer, or disassemble software Materials except and only to the extent permitted by applicable law; (c) remove any copyright or other proprietary notices from the Materials; (d) transfer the Materials to another person. You agree to prevent any unauthorized copying of the Materials.

Termination of this License

If you violate these Terms of Use, your authorization to use this Site automatically terminates and you must immediately discontinue use of and destroy any downloaded or printed Materials obtained from the Site.

Services and Products

TMW Systems' obligations with respect to its products and services are governed solely by the terms and conditions of license, sale and other agreements under which they are provided. For example, if software is available for from this Site, and if you download such software, your use of the software shall be governed by the provisions of the End User License Agreement or other software license agreement that accompanies or is provided with the software. If you obtain a product, service, or information from TMW Systems through this Site that is provided without an agreement, that product, service, or information is provided "AS-IS" with no warranties whatsoever, express or implied, and your use of that product, service, or information, is at your own risk.

Password-Protected Areas and Access

Certain services available through this Site may be accessed from password-protected areas only. Access to and use of any such service from a password protected area is restricted to authorized users only who have met the qualifications required by TMW Systems, in its sole discretion, for use thereof. Such services may be provided subject to the terms and conditions of a separate use or license agreement applicable to the specific service, and posted at such password-protected area. Distribution of a password to any person or entity not authorized to use the password is prohibited and will result in immediate removal of the password holder's rights to access this Site in whole or in part.

General Disclaimer and Limitation of Liability

Although TMW Systems has attempted to provide accurate information on this Site, TMW Systems assumes no responsibility for the accuracy of the information or Materials; nor does TMW Systems warrant that the information or Materials are up to date; that this Site will be available at any particular time or location; that any defects or errors will be corrected; or that the Materials are free of viruses or other harmful components. Your use of this Site is at your sole risk. TMW Systems may change the Materials or products mentioned at any time without notice. Mention of non-TMW Systems products or services is for information purposes only and constitutes neither an endorsement nor a recommendation.

ALL INFORMATION AND MATERIALS PROVIDED ON THIS WEB SITE ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBLITY, SATISFACTORY QUALITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL TMW SYSTEMS OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR ANY TMW SYSTEMS PRODUCT OR SERVICE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF TMW SYSTEMS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

No Misuse of the Site

As a condition of your use of the Site you agree that you will not use the Site or Materials for any purpose that is unlawful or prohibited by the Terms of Use. You will be responsible for any costs incurred by TMW Systems or any other party (including attorneys fees) as a result of your misuse of the Site. Misuse use includes, but is not limited to:

Using the Site to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or materials; or to defame, harass, stalk, threaten or otherwise violate the legal rights of others;

Using the Site in such a manner so as to interfere unreasonably with its use by others; or attempting or assisting another to access, alter, or interfere with the communications and/or information of another user;

Subscription fraud or unauthorized access;

Using any information, images or other Materials available through the Site in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party;

Advertising, offering to sell or buy goods, or using the Site for business promotional purposes;

Violating any code of conduct associated with the Site, or any applicable laws or regulations;

Taking any action that imposes an unreasonable or disproportionately large load on the Site infrastructure; or uploading files that contain viruses, Trojan horses, worms, or other similar software or programs that cause damage to computers or property of others.

Indemnification

UPON A REQUEST BY TMW SYSTEMS, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TMW SYSTEMS AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, CO-BRANDERS OR OTHER BUSINESS PARTNERS, AND ITS AND THEIR EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEY'S FEES THAT ARISE FROM YOUR USE OR MISUSE OF THIS SITE. TMW SYSTEMS RESERVES THE RIGHT, AT IT OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU AGREE TO COOPERATE WITH TMW SYSTEMS IN ASSERTING ANY AVAILABLE DEFENSES.

Removal of Materials and Discontinuation of Service; Termination of Authorization to Use Site

TMW Systems reserves the right to remove Materials or discontinue services available on this Site with or without notice. TMW Systems further reserves the right to terminate your authorization to use any services at this Site; to terminate your password, if any; and to delete any one or more of your related accounts; for any reason or for no reason, immediately and at any time.

Links to Third Party Sites

This Web Site may contain links to third party sites. Access to any other Internet site linked to this Web Site is at the user's own risk. TMW Systems does not control, and is not responsible for the accuracy or reliability of any information, materials, data, opinions, advice or statements made on those sites, or about any products found at those sites, or about any search results that may be obtained from using them. TMW Systems provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.

Linking to the TMW Systems Web Site

You may create links to this Site from other sites, but only in accordance with the following guidelines and in compliance with applicable law. A site that links to TMW Systems' website:

May link to but not replicate the TMW Systems content (i.e., Materials);

May refer to our company name or product names in a plain text font and format in accordance with our general trademark usage guidelines, using appropriate wording such as "This way to TMW Systems" or "Click here for more information on TMW Systems products";

Should not create a browser or border environment around TMW Systems content;

Should not imply that TMW Systems is endorsing it or its products;

Should not misrepresent its relationship with TMW Systems;

Should not present false information about TMW Systems products or services;

Should not use the TMW Systems logo or other trademarks without permission from TMW Systems;

Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups;

By placing a link on your web site to the Site you agree to promptly remove such link at TMW Systems' request. For information on TMW Systems authorized logo and trademark use programs, you may contact abuse@TMWSystems.com.

International

This Site is administered by TMW Systems from its offices at Mayfield Heights, Ohio, in the United States of America. TMW Systems makes no representation that Materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where the Materials are illegal is prohibited. You may not use or export or re-export the Materials at this Site or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If you choose to access this site from locations outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

Choice of Law and Forum

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Ohio and applicable United States federal law, without reference to "conflicts of laws" provisions or principles. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this Site shall lie exclusively in, or be transferred to the courts of the County of Cuyahoga County and/or the Northern District of Ohio; and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of adjudicating any such claim or action.

General Provisions

Except as otherwise specified herein, these Terms of Use constitute the entire agreement between you and TMW Systems with respect to your use of this Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and TMW Systems with respect to use of this Site. You also may be subject to additional terms and conditions that may apply when you use content, materials, software, or services provided by third party providers to this Site. Any rights not otherwise expressly granted by this Agreement are reserved by TMW Systems. In the event of a conflict between these Terms of Use and provisions contained in any such separate agreement applicable to a specific service available through this Site, you agree that the latter shall be controlling. The failure of TMW Systems to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any part of these Terms of Use is held invalid or unenforceable, by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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