Terms & Conditions
Copyright
TBM retains full ownership of any source code, graphics, photos, mock-up files or written copy contained within the branded TBM or web service(s). Rights to stock photos license(s) are not specifically transferred to Customer and remain property of their respective owner(s). Customer agrees they or their customer(s) will not modify, duplicate, reproduce, license or sublicense, transfer or convey the source code of any branded TBM web services to any third party without prior written consent of TBM. Customer agrees that such actions are a breach of this Agreement and subject to immediate termination without compensation. Furthermore, may warrant legal action.
Agreement, and the applicable Order Forms and Documentation, (a) provide applicable TBM standard support for the Purchased Services to Customer at no additional charge, (b) planned downtime (of which TBM shall give advance electronic notice), and (c) any unavailability caused by circumstances beyond TBM’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving TBM employee(s)), Internet service provider failure or delay, Non-TBM Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to TBM’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
The Services may contain features designed to interoperate with Non-TBM Service(s). TBM cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-TBM Service(s) cease to make the Non-TBM Service(s) available for interoperation with the corresponding Service features in a manner acceptable to TBM.
Text Message Service
When you subscribe to TBM text message service you are confirming the mobile phone number you use to subscribe is the mobile number associated with your mobile phone. You and no other person will use this mobile phone to communicate with TBM about your account(s). Throughout this agreement the word “you” includes the person associated with the mobile phone and mobile number you use to subscribe to this text message service. This is a voluntary service you may start or stop at any time.
The purpose of this text message service is to allow you to obtain information about your account(s) associated with this mobile phone number. The purpose is also to allow TBM to send certain kinds of text messages to you using the mobile phone number you use to subscribe.
Text Message Service Termination Process
TBM does not have the ability to unsubscribe you from this text message service without your participation. To terminate participation or unsubscribe from Clay County Clerk of the Court and Comptroller’s text message service, you need to text the word STOP, QUIT, END, CANCEL ,UNSUBSCRIBE. Unsubscribing from TBM’S text message service will not revoke or cancel other types of permissions you have granted TBM using the mobile number you use to subscribe to this text message service.
By enrolling in this text message service, you consent that following such a request to unsubscribe, you will receive a one-time text message from TBM confirming your removal from TBM’s text message service. Following such confirmation message, no additional text messages will be sent unless you voluntarily subscribe again to this text message service. If you deactivate the mobile number you used to subscribe to TBM’s text message service, TBM will unsubscribe you from its text message service and send you a one-time text message confirming your removal from TBM’s text message service. Following such confirmation message, no additional text messages will be sent unless you voluntarily subscribe again to this text message service.
Confidentiality
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of TBM includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional TBM services.
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, TBM may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-TBM Application Provider to the extent necessary to perform TBM’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
TBM warrants that during an applicable subscription term (a) this Agreement, the Sales Order Form(s) and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) TBM will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-TBM Applications” section above, TBM will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Term + Termination
This Agreement commences on the date Customer renders payment and continues until all subscriptions hereunder have expired or have been terminated.
The term of each subscription shall be as specified in the applicable Sale Order Form. Except as otherwise specified in a Sales Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at TBM’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, TBM will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
Disclaimer
WE HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR ANY PERFORMANCE PROBLEM, CLAIM OF INFRINGEMENT, OR OTHER MATTER TO THE EXTENT IT IS ATTRIBUTABLE TO ANY: UNAUTHORIZED OR IMPROPER ACCESS TO OR USE OF THE SERVICE, YOUR COMPUTER, OR YOUR DATA WHEN SUCH ACCESS OR USE ORIGINATES OUTSIDE OF EFILE CABINET SERVERS, OR THROUGH ANY EQUIPMENT, COMPUTERS, NETWORKS, COMMUNICATION LINKS OR DEVICES, FACILITIES, PEOPLE AFFILIATED WITH YOU OR AUTHORIZED BY YOU TO ACCESS YOUR DATA OR EFILE CABINET SERVERS;
THIRD PARTY DATA
BREACH OF THIS AGREEMENT BY CLIENT; OR ACT OR OMISSION BY YOU, YOUR AFFILIATES OR YOUR AUTHORIZED USERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR CUSTOMERS. USE OF ANY THIRD-PARTY APPLICATION ASSOCIATED WITH SERVICE. WE MAKE NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, THE SERVICE AND OUR SUPPORT AND OTHER SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “WHERE IS”. THERE IS NO WARRANTY THAT THE SERVICE, DOCUMENTATION OR SUPPORT OR OTHER SERVICES AVAILABLE TO YOU ARE ERROR FREE OR THAT THEY WILL BE UNINTERRUPTED BY US OR OTHERS. WE DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY REGARDING ANY HARDWARE, SOFTWARE OR PRODUCT NOT PROVIDED BY US UNDER THIS AGREEMENT.WE ARE NOT RESPONSIBLE FOR LOSS OF USE OF THE SERVICE OR ANY WEBSITE, INTERNET ACCESS, HARDWARE OR SOFTWARE, LOSS OF DATA (INCLUDING YOUR DATA) IN TRANSIT TO OR FROM US, COSTS OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE PERFORMANCE, EQUIPMENT, SOFTWARE, OR SYSTEM, OR CLAIMS BY ANYONE OTHER THAN YOU. Customer acknowledgement service is a complex operation involving potential data loss in transmitting to server(s) or back over the Internet. Therefore, you are expected to verify the accuracy of Data retrieved through TBM Service(s). YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF DATA RETRIEVED THROUGH TBM SERVICE(S), AND ANY RELIANCE THEREON. WE HAVE NO LIABILITY FOR DESTRUCTION OF DATA AS PROVIDED IN THIS AGREEMENT. WE ALSO HAVE NO LIABILITY FOR ANY DELAY ON OUR PART IN NOT DESTROYING DATA PROMPTLY WHEN OUR RIGHT AND OBLIGATION TO DESTROY IT ARISES. FOR ANY BREACH OF THIS AGREEMENT OR OTHER LIABILITY BY TBM, WE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE ANY SERVICE UNDER THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.