THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE WEBSITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER.
ACKNOWLEDGEMENT: YOU ACKNOWLEDGE (A) THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND (B) THAT THESE TERMS HAVE THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT.
These Terms provide for use of the Website and compliment and/or relate to:
- The Titan Cloud Software Services Agreement. The Titan Cloud Agreement for Software and Services or similar written agreement between you and Titan Cloud (also referred to here as "Agreement") applies to any use of Products and Services. The term "Product" includes any Titan Cloud-based software that we offer, as well as, any related Products such as third-party software or apps that we make available to you through the Agreement, all as more specifically described in the Agreement. The terms “Services” includes any services offered by or through Titan Cloud pursuant to the Agreement. To the extent that you use or access Titan Cloud Products and Services, You agree that you are bound by the terms and conditions of the Agreement, and to the extent that any of these Terms conflict with the terms and conditions of the Agreement, the terms and conditions of the Agreement shall govern.
- This means that we or our Suppliers (as defined below) may collect and use your nonidentifiable, aggregated data (including nonidentifiable financial account balances and other financial account data) or other data obtained through your use of the Products and Services for research, performance tracking, and benchmarking.
- We or our Suppliers may also use summary or aggregate results relating to such research and distribute or license these anonymous, aggregated results for any purpose, including but not limited to helping to improve the Products and Services, troubleshooting, or technical support.
- We are a global company and we utilize industry standard technology resources in multiple countries to maintain high security standards. As such, we may access or store personal information in multiple countries, including countries outside of your own country if allowed by law.
You agree to the terms in these Terms and the referenced documents when you sign in, activate, or use the Products and Services, when you visit the Website, or when you take any other action that indicates your agreement. If you do not agree with these Terms, please refrain from using the website.
License and Website Access. We grant you a limited license to access and make personal use of the Website. No other rights are granted. Your right to use any Products or Services described or offered on or through the Website will be subject to the Titan Software Agreement or other separate license agreement as entered into between Titan Cloud and you. You may not download (other than page caching), copy, or modify any portion of the Website unless we give consent in writing. The following things are all prohibited: (a) resale or transfer or commercial use of the Website or its contents, (b) any derivative use of this Website or its contents, or (c) any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store, distribute, transmit, display, reproduce, modify, create derivative works from, or sell or otherwise exploit, any of the content on this Website for any commercial purpose. By using the Website, you warrant that you will not use the Website, or any of the content obtained from the Website, for any unlawful or prohibited purpose. We do not grant any license or other authorization to any trademarks, service marks, copyrightable material, or other intellectual property, whether or not registered or identified as such. You may not remove or modify any copyright or proprietary notices. If you violate any of these Website Terms, your permission to use the Website automatically terminates.
Electronic Communications. When you visit the Website, send us email, or communicate inquiries or other information, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that a communication be in writing.
Conduct. You agree that you will not do any of the following:
- Restrict or inhibit any other user from using and enjoying the Website.
- Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation content that promotes or would result in criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations. You will not post or transmit any content (whether to the Website or in a Product or Service) that would impersonate someone else or falsely represent your identity or qualifications, or that would cause a breach of any individual's privacy.
- Post or transmit (whether to the Website or in a Product or Service) any advertisements, solicitations, chain letters, investment opportunities, other schemes, or any unsolicited commercial communication. You agree not to engage in spamming or flooding.
- Post or transmit (whether to the Website or in a Product or Service) any information or software which contains a virus, Trojan horse, worm or other harmful component.
- Post, publish, transmit, reproduce, distribute, or in any way exploit (a) any information, software or other material obtained through the Website for commercial purposes, or (b) any information, software, or other material which is protected by copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
Website Monitoring. We have no obligation to monitor the Website. However, you acknowledge and agree that we have the right to monitor the Website electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request; to operate the Website or Services properly; or to protect us or our subscribers. We reserve the right to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion are unacceptable, undesirable, inappropriate, or in violation of these Website Terms.
Feedback. We may provide you with a mechanism to provide Feedback in connection with the Website. Feedback includes without limitation inquiries, suggestions and criticisms about the Website and/or Titan Cloud Products and Services. You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications of the Website, multimedia works, advertising and promotional materials, or development of Products and Services. You agree not to submit any Feedback that you do not have rights in, such as copyrighted material belonging to a third a party. You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback and any derivations in any manner and for any purpose, and you hereby waive all of your moral rights in your Feedback in favor of us, our Suppliers, and our affiliates.
Third-Party Products and Services. In connection with your use of the Website, you may be made aware of Products, Services, or other offers and promotions from third parties. You are responsible for reviewing and understanding the terms and conditions governing any such third-party offerings. You agree that the third party, and not Titan Cloud, shall be solely responsible for all such Products, Services, offers, and promotions. Additional terms regarding Third-Party Products and Services are contained in the Titan Cloud Membership Agreement, below.
Disclaimer of Warranties. YOUR USE OF THE WEBSITE, INCLUDING ANY APPLETS, SOFTWARE, AND CONTENT CONTAINED THEREIN, IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE WEBSITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE WEBSITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. WE DO NOT WARRANT THAT THE WEBSITE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON ANY WEBSITE CONTENT. WE ARE NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES OR LOSS, CORRUPTION, FAILURE OF SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF QUICKEN AND ITS SUPPLIERS FOR ANY AND ALL CLAIMS ARISING HEREUNDER SHALL BE THE GREATER OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT YOU PAID TO QUICKEN FOR PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN QUICKEN AND YOU. QUICKEN WOULD NOT HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.
Termination and Amendment. Your privilege to use or access the Website may be terminated immediately and without notice if you fail to comply with any term or condition of the Website Terms. Upon such termination, you must immediately cease accessing or using the Website and agree not to re-register or otherwise make use of the Website. Furthermore, you acknowledge that we reserve the right to take action — technical, legal or otherwise — to block, nullify, or deny your ability to access the Website. You understand that we may exercise this right in our sole discretion.
We reserve the right, in our sole discretion, at any time and from time to time to change, modify, or discontinue, either temporarily or permanently, the Website (or any part thereof). We shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.
You agree to defend, indemnify and hold us and our affiliates and Suppliers harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of the Website or the placement or transmission of any message, information, software, or other materials through the Website by you or users of your account, or related to any violation of these Website Terms by you or users of your account.
Limitation of Actions. You agree that any claim, dispute, or cause of action arising out of these Terms or your use of the Website must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Titan Cloud to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
Dispute Resolution. You agree that any dispute arising out of or relating in any way to your use of the Website requires that the claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, Titan Cloud may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in the State of Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.
BECAUSE THE USE OF THE SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee, or to any federal court located within the State of Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this arbitration section be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts having jurisdiction over the State of Tennessee, U.S.A.
If any provision in these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. Titan Cloud’s failure to act with respect to a breach by any visitor using the Website does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice-of-law provisions. In the event of any conflict between foreign laws, rules, and regulations and those of the United States, the laws, rules and regulations of the United States will govern. Titan Cloud may assign its rights and duties under these Terms without notice to you. You may not assign these Terms, in whole or in part, without Titan Cloud’s prior written consent, and any assignment in contravention of the foregoing shall be null and void.
Contact Information. If you have any questions about these Terms, the practices of Titan Cloud, or your dealings with the Website, please contact us at [email protected]. You may also contact us to update your personal information by notifying us when you change your name or email address.