Welcome to TurfCentric, Inc. ("TurfCentric") and to our User
Agreement ("Agreement"). In order to use our Services, you must agree
to abide by this Agreement. This Agreement gives each of us certain rights and
responsibilities. You will be assuming full and sole responsibility for all use
of the Services occurring under your account; you will be limiting your
remedies. Please read this Agreement carefully.
This Agreement is a legal document that binds you to certain obligations.
You should read this agreement carefully before accepting its terms. You
understand and agree that the Software Application Services (“Services” or
“Software Application Services”) are provided to Users exclusively under this
Agreement by TurfCentric.By clicking the “I accept” button, you will be binding
yourself and/or your company to this Agreement. You represent that you are at
least 18 years old and that you have the authority to bind your
company, if done on behalf of a company, to this Agreement. If you are not at
least 18 years old or do not have such authority, you must click the "I
decline" button. You must also click the "I decline" button if
you do not agree with this Agreement. If you decline, you will not become a User
and will not be authorized to access or use the Services.
We may amend this Agreement from time to time. We will post the amended Agreement
on our website. Once you are a User, or if you are currently a User, and you do
not agree with changes that we make to this Agreement, your sole remedy is to
terminate your membership and access to and use of our Services. You may
terminate your membership through any of the methods listed in our Privacy
Statement that can be found at http://www.turfcentric.com/gcs/privacy. If you access or use the Services or do not
terminate your membership after we have amended this Agreement, you are
agreeing to abide by the amended Agreement. To obtain the most current version of the Software Application Services
Agreement please refer to http://www.turfcentric.com/gcs/asplicense
In consideration of your performance of the obligations
under this Agreement, we grant you a limited, non-transferable, non-exclusive,
non-sublicensable, revocable right for the term of this Agreement to obtain
Services to which you have subscribed under this Agreement, so long as you meet
all payments and other obligations detailed below.
We currently provides access to and use of Services which we may offer from
time to time ("Services") to those entities, whether an individual or
company, who are registered by us to access and use the Services as a Registered User (“User” or “Users”). The
Services include the User Content as those terms are defined later in this
Agreement. In order to access and use the Services you must obtain access to
the Internet, either directly or through devices that access Web-based content,
and pay any service fees associated with such access. In addition, you must
provide all equipment necessary to make such connection to the Internet,
including a computer and modem or other access device.
You become a User by providing all of the information requested or prompted by the registration form
("Registration Information"). The Registration Information includes
your Personal ID and Password (collectively, "Login Information")
which have been selected by you. We will make every effort to assign to you the
Login Information that you select; however, we may not be able to honor your
selection or, after the Login Information has been assigned to you, we may
terminate your use of such Login Information if it is found to be deceptive,
misleading or fraudulent. You shall notify us immediately of any known or
suspected unauthorized use or disclosure of Login Information or any other
breach of security. In addition, if you provide Registration Information that
is inaccurate or not true, we may terminate your membership and the Login
Information assigned to you.
Subject to the terms and conditions of this Agreement, we
shall use commercially reasonable efforts to provide the Software Application
Services for twenty-four (24) hours a day, seven (7) days a week throughout the
term of this Agreement. You agree that from time to time Software Application Services may be inaccessible or
inoperable for various reasons, including periodic maintenance procedures or
upgrades (“Scheduled Downtime”); Software Application Service malfunctions; and
causes beyond our control or which are not reasonably foreseeable by us,
including the interruption or failure of telecommunication or digital
transmission links, hostile network attacks or network congestion or other
failures (collectively “Downtime”). We shall provide at least forty-eight (48) hours notice to you in the event of any
Scheduled Downtime. We shall use commercially reasonable efforts to minimize any disruption, inaccessibility
and/or inoperability of the Software Application Services in connection with
Downtime, whether scheduled or not.
In the event that we discover or are notified by you of the
existence of non-Scheduled Downtime, we shall take all actions reasonably
necessary to determine the source of the problem. If the source of the problem
is outside our control, then we shall use commercially reasonable efforts to
notify the party/parties responsible and cooperate with them to resolve such
problem as soon as possible. If the source of the problem is within our control,
then we shall use best efforts to resolve the problem within two (2) hours of determining its source.
We shall operate and maintain the Service system as
described below (“Service System”) in good working order with access restricted
to our qualified employees.We shall undertake and perform reasonable measures designed to ensure the security, confidentiality, and integrity of the User Content and other proprietary information transmitted
through or stored on the Service System, including firewall protection and
maintenance of independent archival and backup copies of all proprietary
software created or developed by you, and all text, multimedia, graphics,
audio, video, data, and other information provided by you (“User Content”).
6. Warranty and Liability Limitations
a.
Warranty Limitations. THE SOFTWARE APPLICATION SERVICES ARE
PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SERVICES ARE AT YOUR OWN
RISK. WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ACCEPTABLE
PERFORMANCE OF THE SOFTWARE APPLICATION SERVICES. HOWEVER, WE PROVIDE NO
WARRANTIES WHATSOEVER AND WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY
AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE DO
NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY
SECURE. WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR
NETWORK AND OTHER PORTIONS OF THE INTERNET.SUCH FLOW DEPENDS IN LARGE PART
ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.
AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR
AND/OR OUR CONNECTIONS TO THE INTERNET.
b.
Liability Limitation. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, OUR SOLE AND EXCLUSIVE LIABILITY TO YOU
UNDER THIS AGREEMENT AND ANY AMENDMENT TO THIS AGREEMENT IS ONE (1) MONTH’S
SUBSCRIPTION FEE OF SERVICES.
c.
Reliance on Limitations. THE PARTIES
ACKNOWLEDGE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THIS AGREEMENT IN
RELIANCE UPON THE LIMITATIONS OF LIABIILITY AND THE DISCLAIMERS OF WARRANTIES
AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF
LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF
FOUND TO HAVE FAILED THEIR
ESSENTIAL PURPOSE.
7. Fees and Payment Terms
Subscription Fees and any other related charges are posted
at http://www.turfcentric.com/gcs/pricing.
On the service commencement
date for each of the Services where you have enrolled as a User, you will be billed an amount
equal to all nonrecurring charges (“Service Initialization Fee”) and the
monthly recurring charges (“Subscription Fee”) for the first month of the
term. Thereafter, you will be charged on a monthly basis in advance for Software
Application Services to be provided for such month. Alternatively, you may
elect to be charged on a quarterly basis or yearly basis in advance for
Software Application Services to be provided for such quarter or year, if you
prefer such a payment term (“Payment Term”).
You will be required to either request that we invoice you on a monthly basis, in advance,
for the Subscription Fee, or provide us with a credit or charge card, from an
issuer which we currently accept, and to which we may bill the Subscription
Fee. If you elect the option of receiving invoices, you will be required to
provide requested information in order for us to establish an account for you.
The establishment of an account is subject to approval by us. Payment terms are
net due upon receipt without offset. If you provide a credit card, you will be
required to provide any other ancillary information required to process the
credit application or charge to your credit card, including the expiration
date, the name in which the credit card is registered, and the state in which
you reside. You warrant that the information provided by you for billing
purposes (whether through the invoice service or credit card) is true and
accurate. By providing this information, you will be authorizing us to charge
your credit card the Subscription Fee each month, in advance, until your
membership is terminated. All Subscription Fees are non-refundable.
We reserve the right to charge you on a pro rata basis for
any part of a calendar month to allow for subsequent invoices to be calculated
and paid on a calendar monthly basis. Any payment not received within thirty (30) days
of the invoice date will accrue interest at a rate of one and one-half percent (1 ½%) per
month, or the highest rate allowed by applicable law, whichever is lower. If you are
delinquent in your payments, we may, upon written notice to you, modify the payment
terms to require full payment before the continued provision of Software Application
Services or require other assurances to secure your payment obligations hereunder.
All fees charged by us for Software Application Services are exclusive of taxes and
similar fees now in force or enacted in the future imposed on the transaction, all
of which you will be responsible for, except for taxes based on our net income.
8. Proprietary Rights
Exclusive of User Content, we shall retain all right, title,
and interest (including copyright and other proprietary or intellectual
property rights) relating to the Software Application Services, all legally
protectable elements, or derivative works thereto. You shall retain all right, title and interest (including copyright
and other proprietary or intellectual property rights) in User Content. We may
place copyright and/or proprietary notices, including hypertext links, within
the Services. You may not alter or remove such notices without our written
permission. User Content shall not include anything that actually or potentially infringes or
misappropriates the copyright, trademark or intellectual property right of any
other person, or contains anything that is obscene, defamatory, harassing,
offensive or malicious. You will not, directly or indirectly, reverse engineer,
decompile, or otherwise attempt to derive source code or other trade secrets from us.
9. Term
The initial term for each subscribed Software Application
Service (“Initial Term”) will commence on the date when TurfCentric assigns your
Login Information for each subscribed Software Application Service.
The duration of the Initial Term is four (4) years.
Each Software Application Service will continue automatically for
additional renewal terms (“Renewal Term”) equal to the Initial Term unless you
notify us in writing at least thirty (30) days prior to the end of the Initial
Term or Renewal Term of your intention not to renew.
Renewal will be at our then current rates and terms.
10. TERMINATION
a.
Termination for Cause. We may terminate this Agreement if you breach a material term or condition and
fail to cure such breach within thirty (30) days of written notice from us,
except in the case of failure to pay fees, which must be cured within five
(5) days. Either party may terminate this Agreement if the other party becomes the
subject of a voluntary or involuntary petition in bankruptcy or any proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefits of creditors, if such petition is not dismissed within sixty (60) days
of filing.
b.
Effect of Termination. Upon the effective date of termination of
this Agreement or any subscription schedule, we will cease providing the
Software Application Services, you will cease using the Services, and all your
payment obligations provided through the effective date of termination will
immediately become due. Within ten (10) business days of the effective date of
termination and full payment by you, we will provide you with the User Content
and data, if any, which resulted from the Software Application Services, in a format
determined solely by us. Within thirty (30) days of such termination,
each party will return or destroy the other party’s Confidential Information as
defined below, and you will erase and remove all copies of any software, if
any, which was provided by us pursuant to this Agreement.
11. Confidential Information
Each party may provide to the other certain confidential,
proprietary, and trade secret business or technical information of the other in
connection with this Agreement (“Confidential Information”).
Confidential Information shall be clearly marked and designated as “Confidential”
except that the parties expressly agree that the Services, any accompanying technical
documentation, and the terms of this Agreement shall be deemed to be Confidential
Information at all times unless expressly agreed otherwise. Each
party agrees to preserve the confidentiality of all Confidential Information
that is provided as the result of this Agreement, and shall not, without the
prior written consent of the other party, disclose or make available to any
person, or use for its own or for any other person’s benefit, other than as
necessary in performance of its obligations under this Agreement, any Confidential
Information. Each party shall use a commercially reasonable level of care to safeguard
Confidential Information against improper disclosure or use. The foregoing notwithstanding,
we will have the right to identify that you are our customer and may utilize User Content
and data for statistical and comparative purposes provided it is not disclosed in any manner
which could reasonably identify you.
12. Indemnification
Each party will indemnify, defend, and hold the other
harmless from and against any and all costs, liabilities, losses and expenses,
(including but not limited to, reasonable attorney’s fees) (collectively,
“Losses”) resulting from any claim, suit, action or proceeding (each, an
“Action”) brought by any third party against the other alleging; (a) the
infringement or misappropriation of any intellectual property right relating to
the delivery, or use of the Services (but excluding any infringement
contributorily caused by the other party); or (b) personal injury caused by the
negligence or willful misconduct of the other party. Each party’s indemnification
obligations hereunder shall be subject to receiving prompt written notice of the
existence of any Action; being able to, at its option, control the defense of such
Action; permitting the indemnified party to participate in the defense of any Action
at such party’s own cost and expense; and receiving full cooperation of the indemnified party
in the defense thereof.
13. General
For purposes of this Agreement, unless otherwise defined elsewhere in this Agreement,
"you" and "your" shall mean and refer to User, Users or
potential User, whether an individual or other entity; and, “vendor”,
"we," "us," and "our" shall mean and refer to
TurfCentric.
a.
Independent Contractors.
The parties and their respective personnel,
are and shall be independent contractors and neither party by virtue of this
Agreement shall have any right, power or authority to act or create any
obligation, express or implied, on behalf of the other party.
b.
Assignment. You may not assign any of your rights, duties, or obligations under this
Agreement to any person or entity, in whole or in part, and any attempt to do
so shall be deemed void and/or a material breach of this Agreement.
c.
Waiver. No waiver of any provision hereof or of any right or remedy hereunder
shall be effective unless in writing and signed by the party against whom such
waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial
exercise of any right or remedy hereunder shall constitute a waiver of any
other right or remedy, or future exercise thereof.
d.
Mediation and Arbitration. If a dispute
arises out of or relates to this contract, or the breach thereof, and the
dispute cannot be settled through negotiation, the parties agree first to try
in good faith to settle the dispute by mediation administered by the American
Arbitration Association under its Commercial Mediation Rules before resorting
to arbitration. Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
e.
Sererability.
If any part of this Agreement is determined by a court to be
invalid, unenforceable or contrary to applicable law, then such provision will
be deemed replaced by a valid, enforceable provision that most closely matches
the intent of the original provision. All other provisions of this Agreement
shall remain unchanged and in force and effect.
f.
Applicable Law. This Agreement shall be
governed in all respects by the laws of the state of Texas except for its
conflict of laws provision.
g.
Digital Signature Provisions. You represent
and warrant that the person electronically agreeing to the terms of this
Agreement is empowered to agree to this Agreement on behalf of you. You further agree
that by clicking the “I accept” option below constitutes an electronic signature as
defined by the Electronic Signatures in Global and National Commerce Act and that
the Agreement is completely valid, has legal effect, is enforceable, and is binding on, and
non-refutable by, you.
h.
Entire Agreement. This Agreement, together with any Subscription Schedules which
are incorporated by reference, constitutes the complete and exclusive statement
of all mutual understandings between the parties with respect to the subject
matter hereof, superseding all prior proposals, communications and
understandings, oral or written.
i.
Other. The section titles in this Agreement are used solely for the
convenience of the parties and have no legal or contractual effect. The use of
the singular shall also mean the plural; the use of the plural shall also mean
the singular. The use of "including" shall be by way of illustration
and shall mean "including without limitation." All defined terms
shall have the defined meaning whether used before or after such term is
defined. All days shall be calendar days. All time calculations shall be based
on calendar days.
END USER LICENSE AGREEMENT FOR GCS MANAGEMENT SOFTWARE
IMPORTANT! READ CAREFULLY!
NOTICE TO END USER:
THIS IS A BINDING CONTRACT. BY USING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
This End User License Agreement ("Agreement") is a legal agreement
between you (either an individual or an entity) ("You" or
"Your") and TurfCentric, Inc. ("TurfCentric")
and sets forth the terms and conditions governing Your use of the proprietary
GCS Management Software, including updates and upgrades, if any, available
through the TurfCentric Services, and related explanatory materials and
documentation (collectively, the "Software"). In order to use the
Software, You will be required to accept this Agreement. By clicking the
"I accept" button, you accept and agree to be bound by all of the
provisions of this Agreement, including those incorporated by reference,
without modification, limitation or qualification. You will be binding Yourself
and/or Your company to this Agreement. You represent that you are at least 18
years old and that You have the authority to bind Your company, if done on
behalf of a company, to this Agreement. If You are not at least 18 years old or
do not have such authority, You must click the "I decline" button.
You must also click the "I decline" button if You do not agree with
this Agreement. If You decline, You will not be authorized to access or use the
Software.
You agree to assume all risks associated with the use or inability to use the
Software.
The Software is protected by copyright laws and international treaties, as well
as other intellectual property laws and treaties. The Software is licensed, not
sold, and Your rights to use the Software are limited to those expressly stated
herein.
GRANT OF LICENSE. Subject to the terms
and conditions of this Agreement, TurfCentric hereby grants to You, and You
accept, a limited, revocable, nonexclusive, non-sublicensable, and
nontransferable license to use only for Your internal purposes the
Software available to You through the TurfCentric Services. You agree that You
will not assign, sublicense, transfer, pledge, lease, rent, or share Your
rights under this Agreement. No copies of the Software or any portions
thereof may be made by You or any person under Your authority or control.
TurfCentric and its licensors reserve all rights not expressly granted to
You under this Agreement.
LICENSE RESTRICTIONS. You may not (i)
disclose performance characteristics of the Software, including the
results of benchmark tests, to any person or entity, (ii) modify or make
derivative works of the Software, except to the extent inherent in the use
of the Software, (iii) reproduce or use the Software except as expressly
permitted herein; or (iv) decompile, disassemble, decrypt, extract, or
reverse engineer the Software or otherwise attempt to derive the source
code of the Software. Further, You agree not to use the Software or the
TurfCentric Services to upload, store, post, e-mail or otherwise transmit,
distribute, publish or disseminate any information, data, material, text,
photographs, music, video, software, sound, graphics, or materials or
portions thereof that (or the transmission, distribution, publication or
dissemination of which):
is unlawful; harmful; threatening;
abusive; harassing; tortious; defamatory; vulgar; obscene; or, libelous or
promotes such activity;
infringes any proprietary rights of any
party or otherwise violates the legal rights (such as rights of privacy
and publicity) of others;
violates any contractual or fiduciary
relationships; or,
contains: software viruses or any other
computer code, files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware or
telecommunications equipment or circumvent any "copy-protect"
devices; or, any other harmful or disruptive program.
PROPRIETARY RIGHTS. The Software is
licensed, not sold. All rights, title and interests in the Software
(including but not limited to any images, photographs, animations, video,
audio, music, text and "applets" incorporated into the
Software), and any copies of the Software are owned by TurfCentric and its
licensors. You may not remove the copyright or other proprietary notices
from the Software.
CONFIDENTIALITY. The Software contains
trade secrets and other confidential and proprietary information of
TurfCentric and its licensors. You agree to hold in confidence, not disclose
(except with TurfCentric's express written consent) and not use (except as
expressly provided herein) the Software, and ensure that there is no
breach, compromise or violation by Your employees, consultants, or
independent contractors of such confidentiality obligations and trade
secrets. You recognize and agree that there is no adequate remedy at law
for a breach of this Section 4, that such breach would irreparably harm
TurfCentric and/or its licensors for which monetary damages would not be an
adequate remedy and that TurfCentric and/or its licensors are entitled to
equitable relief (including, without limitation, injunctions) with respect
to any such breach or potential breach in addition to any other remedies.
NO WARRANTY. ANY USE BY YOU OF THE
SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND. NEITHER TURFCENTRIC NOR ITS LICENSORS ARE
OBLIGATED TO PROVIDE ANY SUPPORT FOR OR PATCHES, UPDATES OR UPGRADES TO
THE SOFTWARE. TURFCENTRIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY
KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU. TO THE EXTENT THAT SUCH EXCLUSIONS DO NOT APPLY TO YOU, ALL
WARRANTIES REQUIRED BY LAW SHALL EXTEND FOR ONLY SUCH PERIOD AS REQUIRED BY
LAW OR 30 DAYS FROM YOUR INITIAL ACCEPTANCE OF THESE TERMS, WHICHEVER
PERIOD IS SHORTER.
NO LIABILITY FOR DAMAGES. In no event
shall TurfCentric or its licensors be liable for any incidental, special,
consequential or other indirect damages, damages for loss of business
profits, business interruption, loss of business information, loss or
corruption of data, or other pecuniary loss, whether based on contract,
tort (including negligence), strict liability or other legal or equitable
theory, arising out of the use or inability to use the Software or arising
out of or related to this Agreement, even if advised of the possibility of
such damages. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY. TO THE EXTENT THAT SUCH LIMITATION DOES NOT
APPLY TO YOU, IN NO EVENT SHALL TURFCENTRIC'S OR ITS LICENSOR'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT
LIMITED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EXCEED ONE (1)
MONTH’S FEES PAID BY YOU. IN NO EVENT SHALL EITHER TURFCENTRIC OR ITS
LICENSORS BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE MONTHLY FEE PAID
BY YOU FOR USE OF THE TURFCENTRIC SERVICES. FOR AVOIDANCE OF DOUBT, YOU WILL
ONLY BE ENTITLED TO RECOVER ONE (1) MONTH'S FEES PAID BY YOU IN THE EVENT
TURFCENTRIC IS LIABLE TO YOU FOR DIRECT DAMAGES.
YOUR INDEMNITIES. You
shall indemnify and hold us, our parent, subsidiaries, and/or affiliated
companies (collectively, “us”, "we" or "our" for
purposes of this provision), our directors, officers and employees, and
our licensors harmless from all actual liabilities, damages, losses, costs
and expenses (including, but not limited to, attorneys' fees) incurred by
us to the extent arising out of any legal action based on 1) any breach of
this Agreement by you; 2) any claim by a third party that TurfCentric, due
to your use of the Software, is liable for contributory infringement of a
copyright, patent, trade secret, or other proprietary right of a third
party, provided that this indemnity will not apply to any claim to the
extent the Software as delivered by TurfCentric infringes on a proprietary
right of a third party; or 3) any claim by a third party that TurfCentric,
due to your use of or inability to use the Software, is liable to a third
party in tort or under statutory liability, including, without limitation,
defamation, invasion of privacy, or similar theories of law.
TERMINATION. This Agreement shall remain
effective until terminated by either party. TurfCentric reserves the right,
at its sole discretion, to terminate this Agreement immediately if You
have breached the terms and conditions hereof or of Your TurfCentric
Membership Agreement. You may terminate this Agreement at any time by
ceasing to use the Software. Upon termination of this Agreement for any
reason, You shall cease using the Software and remove and destroy all
copies of the Software in Your possession. The provisions of Sections 3,
4, 5, 6, 7, 8, 9, 11 and 14 shall survive termination.
GOVERNING LAW. The parties expressly
agree that the rights and obligations of each will be governed by the laws
of the State of Texas excluding its choice of law rules. You hereby
irrevocably consent to the non-exclusive jurisdiction and venue of the
federal and state courts located in Travis County, Texas, with respect to
any dispute arising out or related to this Agreement and agree not to
commence or prosecute any claim or proceeding relating to any such dispute
other than in the aforementioned courts. The parties expressly agree that
the rights and obligations of each will not be governed by the U.N.
Convention on Contracts for the International Sale of Goods.
THIRD PARTY BENEFICIARIES. You are hereby
notified that persons and entities which have licensed software to
TurfCentric for inclusion in the Software are third party beneficiaries to
this Agreement as it applies to their respective software included in the
Software. You agree that TurfCentric and such third party beneficiaries may audit
Your use of the Software for compliance with the terms of this Agreement
at any time during Your normal business hours upon reasonable notice.
EXPORT. You represent and warrant that
you are entitled under United States export laws and regulations to obtain
a copy of and use the Software pursuant to the terms of this Agreement.
You agree to comply with all export laws and restrictions and regulations
of the United States Department of Commerce or other United States agency
or authority, and not to directly or indirectly export, or allow the
export or re-export of the Software or derivatives of the Software or any
copy or any direct product thereof in violation of any such restrictions,
laws or regulations, or without all required licenses and authorizations.
US GOVERNMENT RESTRICTED RIGHTS. If You
are an agency, department, or other entity of the United States
Government, the use, duplication, reproduction, release, modification,
disclosure or transfer of the Software, manuals, or any technical
specifications, or any related documentation of any kind, including
technical data ("Software and documentation"), is restricted in
accordance with Federal Acquisition Regulation ("FAR") 12.212
for civilian agencies and Defense Federal Acquisition Regulation Supplement
("DFARS") 227.7202 for military agencies. The Software and
documentation is commercial computer software and commercial computer
software documentation. The use of the Software and documentation is
further restricted in accordance with the terms of this Agreement, or any
modification thereto.
NO ASSIGNMENT. You may not assign or
otherwise transfer in whole or in part or in any manner any rights,
obligations, or any interest in or under this Agreement without
TurfCentric's prior written consent and any attempted assignment will be
void. A merger or other acquisition by a third party will be treated as an
assignment.
MISCELLANEOUS. If any provision of this
Agreement shall be held illegal or unenforceable, that provision shall be
limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect, and
enforceable. Any waivers or amendments shall be effective only if made in
writing. This Agreement is the complete and exclusive understanding
between You and TurfCentric and supersedes and cancels all prior and
contemporaneous written and oral agreements and communications relating to
the subject matter of this Agreement. Notwithstanding the foregoing, this
Agreement does not amend or supersede the User Agreement or Site Terms and
Conditions; this Agreement is in addition to, and not modification of,
those agreements. TurfCentric's failure to enforce any provision of this
Agreement shall not be deemed a waiver of such provision.
NOTICE. Should You have any questions
concerning this Agreement, or if You desire to contact TurfCentric for any
reason, please write to TurfCentric at TurfCentric, Inc., 7117 Florida
Blvd., Baton Rouge, LA, 70806 U.S.A.
Any rights not expressly granted herein are reserved
PRIVACY STATEMENT FOR TURFCENTRIC, INC.
TurfCentric, Inc. ("TurfCentric" or "we" or
"our" or “us”) respects the privacy of all users ("you" or
"your") of Software Application Services (“Services”). We have created
this statement to demonstrate our commitment to your privacy and to explain our
information-gathering and dissemination practices.
Your Personal Information and Our Commitment
We will not willfully or knowingly sell, trade, rent, disclose or make available (1)
personally identifiable information about you, your employees, co-workers, or
clients; or, (2) information about any of your business relationships with your
customers, clients, vendors, partners or anyone else to any third party without
first receiving your permission. There are two (2) exceptions to this
statement: 1) When we believe in good faith that the law requires us to reveal
such information or it is necessary to reveal such information in order to
protect our rights or property; or 2) When we expressly tell you in this
Statement, the Agreement or at the time we collect the information that we will
reveal such information to third parties.
IP Addresses
We track your IP address to help administer our Site, diagnose problems with our server, and
gather demographic information about the usage of our Site and Services.
Cookies
Our Site and various portions of the Services use cookies to (1) save your password so you
do not have to re-enter it each time you log in; (2) deliver content specific
to your interests; and (3) keep track of your Account input/output while you
are using our Services or visiting our Site. If you set your browser to reject
cookies, you will not be able to access or use the Services.
Registration Information
When you register as a User, our registration form requires you to give us contact
information (such as your name and e-mail address), unique identifiers (such as
a portion of your social security number and other personal information), and
demographic information (such as your zip code). After completion of the trial
period, you will also be asked to provide financial information, including a
credit card number.
We use the Registration Information to (1) create an TurfCentric account for you; (2) send
you information about our company and limited amounts of promotional material
from some of our service partners (you may opt-out of receiving future
mailings; see the choice/opt-out section below); and, (3) contact you about
Service updates when they occur or to notify you of changes to the Agreement.
We use unique identifiers to verify your identity in case you forget your password and to
process billing transactions.
We use financial information, such as credit card information, to bill a User for the
Services. We may disclose personally identifiable information about you,
including unique identifiers, in order to process credit card transactions or
other billing or financial related matters.
Collection of Information through Surveys, use of Site and Service
From time to time we may survey you about our Site or our Services. Our surveys will ask you
for contact information (such as your name and e-mail address). We use contact
data from our surveys to send you information about our company and promotional
material about our Service Partners (as defined below) which we believe will be
of interest to you. You may opt-out of receiving future mailings; to do so, see
the choice/opt-out section below. We may also use your contact information in
order to contact you as necessary.
In addition, we use demographic and profile data, which may either be obtained from you as a
portion of the registration information or collected by us at our Site or
through our Services, to tailor your experience at our Site, show you content
we think will interest you, and display the content according to your
preferences. This demographic and profile data is shared with third parties but
only on an aggregate basis.
Collection of Information through use of Mailing Lists
We operate and maintain mailing lists. In order to use this facility, we require the
following:
To subscribe to our Mailing List, you must provide your name and a valid e-mail address.
(Members and Guests, however, are automatically subscribed to certain Mailing
Lists.) We reserve the right to remove any "dead," non-functional,
invalid or fraudulent e-mail addresses at our discretion.
Links to Other Web Sites
Our Site and Services contain links to other Web sites. This Privacy Statement only covers
our Site; it does not apply to any other Web site, including those Web-sites
that we provide links to, or our Service Partners. We are not responsible for
the privacy practices or the content of other Web sites or our Service
Partners. Please check the privacy statement of a Web site prior to using it.
TurfCentric Service Partners
We have selected a handful of other companies to provide content or services that may
enhance your experience ("Service Partners"). In order to make your
entire experience seamless to you, we pass along some information about you to
our Service Partners so that the Service Partner can provide you with
information and services of interest to you. We pass only the information that
is required for the Service Partner to provide the requested information or
service.
Security
Our Site has security measures in place to protect the loss, misuse and alteration of the
information under our control. We use customary and commercially reasonable
security measures such as firewalls to protect the Services and our Users
Content. Additionally, all of our accounts require a Password in order to be
accessed. The Password is chosen by the User, and is encrypted so that even our
employees and systems administrators cannot access it. If, as a User, you
forget your password, you must go to www.turfcentric.com
and click the "forgot your password" link and follow the prompts.
We do not monitor, and have no obligation to monitor, any transmission, use or storage of
information. However, we may prepare and disclose any information if required
to do so by law or in the good faith belief that such preservation or
disclosure is reasonably necessary to (a) comply with the legal process; (b)
enforce this Statement or provisions of the Agreement; (c) respond to claims of
third parties; or (d) protect the rights, property or safety of us, our users
and the public. We may do any or all of this without notice to you. In
addition, we reserve the right to delete, move or edit any information and/or
to require you to delete, move or edit any Information that violates our
policies.
Opt-Out/Unsubscribe
Our Site and Services provide you the opportunity to opt-out of receiving communications
from us. You may use one of the following options to opt out:
To be removed from the Mailing List on our Site, you may
- send an e-mail to support@turfcentric.com
requesting to be removed from TurfCentric emails;
or
- send an e-mail to support@turfcentric.com requesting
your TurfCentric account be canceled.
Terminating Your Membership
To terminate your Membership and Account,
send an e-mail to support@turfcentric.com
requesting that your Membership be terminated.
Contacting TurfCentric
If you have any questions about this Privacy
Statement, the practices of our Site or Service, or your dealings with us, you
may contact:
Customer Service
TurfCentric, Inc.
7117 Florida Boulevard
Baton Rouge, LA 70806
Phone: (800) 963-1925 (toll-free in U.S. and Canada)
support@turfcentric.com
PRICING
Contact your TurfCentric representative for pricing.
