Effective Date: July 19, 2023
Please read these Terms carefully.
BY CLICKING “OK” OR OTHERWISE USING THE SYSTEM, YOU ARE AGREEING TO COMPLY WITH THESE TERMS, INCLUDING ANY DOCUMENTS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE (e.g. the most recent version of the Privacy Notice is posted at this following URL: https://www.travelingcoaches.com/portal-privacy-notice). If you access or use the System, or continue accessing or using the System after being notified of a change to these Terms or the Privacy Notice, you confirm that you have read, understand and agree to be bound by these Terms.
IF YOU DO NOT AGREE WITH THESE TERMS, THEN DO NOT USE THE SYSTEM.
1. The Relationship among You, our Subscriber, and Us.
You are using the System with our Subscriber’s authorization pursuant to its contract with us. The System is operated by Traveling Coaches, Inc. and/or its affiliates and subsidiaries (“Traveling Coaches,” “TC”, “we,” “us,” “our”). We are a Texas corporation. Our headquarters is located at 5345 Towne Square Drive, Suite 200, Plano, Texas 75024, U.S.A. We provide our System to our subscribers, which may include law firms, companies, authorized resellers, distributors, or others (each a “Subscriber”) pursuant to a Subscription Agreement between the Subscriber and us (the “Contract”). Each person whom our Subscriber authorizes to access or use the System is an Authorized User (“Authorized User”, “you,” “your”). The Contract governs our commitment to deliver the System to the Subscriber, who may then invite Authorized Users to access and use the System. If you are an Authorized User, then these Terms apply to your access to and use of our System.
2. Your Representations and Warranties.
You represent and warrant to us that (A) you have been invited by a Subscriber to be an Authorized User of the System, (B) you are least eighteen (18) years old or possess legal parental or guardian consent to use the System, and (C) when accessing and using the System, you will comply with all applicable laws and with these Terms. You may not access or use the System for any purpose if any of the representations in the preceding sentence is not true.
3. Your Account and Password.
You will be assigned a unique username. As part of your System registration, you will need to set up an account and to create a password. Create a strong password and don’t share it with anyone – Your account is personal to you and you are responsible for all activities that occur under it.
Your right to use the System is not transferable. Your username, password, or right given to you to obtain or access the System is not transferable.
Let us know immediately if you suspect unauthorized use of your account.
4. Subscriber Control of Subscriber Data.
When you submit information to or otherwise interact with our System, the System will process that information (“Subscriber Data”). You acknowledge and agree that Subscriber Data is owned by Subscriber and the Contract provides Subscriber with control over that Subscriber Data.
AS BETWEEN TRAVELING COACHES AND SUBSCRIBER, YOU AGREE THAT IT IS SOLELY SUBSCRIBER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT SUBSCRIBER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF SUBSCRIBER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF SUBSCRIBER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF SUBSCRIBER DATA UNDER THE SUBSCRIPTION AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON SUBSCRIBER DATA, THE SERVICES OR SUBSCRIBER’S FAILURE TO FULFILL THESE OBLIGATIONS.
In addition to our Subscriber policies regarding Subscriber Data, Traveling Coaches provides this Privacy Notice in order to describe, among other things, what information we process on behalf of our Subscribers in connection with the System.
6. Intellectual Property Rights; Restrictions on Use of Material.
All right, title, and interest, including all intellectual property rights, in and to the System are owned by Traveling Coaches and/or its affiliates, licensors or contributors to the System. All rights not expressly granted herein are reserved. All trademarks, service marks, logos, and designs, and all goodwill associated therewith, are wholly owned by Traveling Coaches and/or its affiliates, licensors or contributors to the System.
We strictly prohibit downloading, copying, reproducing, modifying, publishing, distributing, transmitting, transferring, or creating derivative works from the materials and information, including, without limitation, the OnGuard® Security Awareness Program and all other text, data, graphics, images, illustrations, designs, icons, photographs, audio, and video that are part of the System (collectively, “Material”) for commercial purposes. You may use, copy and distribute the Material found on the System for personal, noncommercial, and/or your personal educational purposes only, provided that all copies of the Material that you make must bear any copyright in the form: © 2020 Traveling Coaches, Inc. and trademark or other proprietary notices located on the System which pertain to the information being copied.
You acknowledge that we have designated the Material as our confidential intellectual property, and that the Material is protected from unauthorized disclosure as Confidential Information in our Contract with Subscriber. You agree to treat the Material presented in our System as confidential and proprietary to us, licensed to our Subscriber for its and your education, but not to be copied, used or disclosed for any commercial or other purpose. For more information about your confidentiality obligations, please contact the Subscriber who has invited you to access and use our System.
8. Acceptable Use / System Use Restrictions.
You acknowledge and agree that that you will not: (i) copy, reproduce, disclose or publicly display the System; (ii) directly or indirectly license, distribute, resell, rent, lease, subcontract, operate as a service bureau or otherwise make available to any third party, the System; (iii) decompile, disassemble, reverse engineer or create derivative works of the System; (iv) develop a competitive product or service using similar ideas, features, functions or graphics as the System; (v) disclose any passwords or other security or authentication device with respect to the System to any natural person or entity other than to an Authorized User; (vi) use the System in a manner that is not contemplated in any documentation provided by Provider or that constitutes a violation of any applicable law, rule or regulation; (vii) contract with an outside individual contractor or organization to deliver security related services which utilize the System’s materials or methodologies; or (viii) remove, conceal or alter any identification, copyright or other proprietary rights notices or labels on the System and any manual or other written materials provided to Subscriber by Provider. Subscriber shall not (a) make the System in any way available or accessible to anyone other than Authorized Users, (b) use the System to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the System to store or transmit malicious code, (d) interfere with or disrupt the integrity or performance of the System or third-party data contained therein, or (e) attempt to gain unauthorized access to the System or its related systems or networks. A violation of the foregoing System use restrictions may lead to suspension or termination of your use of the Services, legal action against you, and/or other remedial action in the discretion of Traveling Coaches.
9. Disclaimer of Warranties.
While we endeavor to include accurate and up-to-date Material on our System, there are certain things we cannot promise about the System. THE SYSTEM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE, OUR AFFILIATES, OUR LICENSORS OR CONTRIBUTORS, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND REPRESENTATIVES (THE “TC PARTIES”) THE TC PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE TC PARTIES DO NOT MAKE ANY SPECIFIC PROMISES TO YOU ABOUT THE SYSTEM, WHETHER ABOUT THE SPECIFIC FUNCTIONS OF THE SYSTEM, ITS RELIABILITY, QUALITY, AVAILABILITY OR ABILITY TO MEET YOUR SPECIFIC NEEDS OR OTHERWISE, OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. BECAUSE SO MANY NEW DEVELOPMENTS ARE CONSTANTLY ARISING IN MUCH OF THE SUBJECT MATTER WE ADDRESS, THE TC PARTIES ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE MATERIAL WILL ASSURE COMPLETE COMPLIANCE WITH ALL LEGAL REQUIREMENTS, PROVIDE COMPLETE SECURITY OR DEFENSE, OR YIELD ANY OTHER RESULT.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, THE TC PARTIES EXCLUDE ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED.
You agree to indemnify and hold the TC Parties harmless from any and all claims, demands, actions, costs, damages, penalties, fines, demands, losses, liabilities and expenses (including attorneys’ fees and court costs) arising out of or in connection with (A) your personal access to or use of our System; (B) your personal breach or violation of any of these Terms or any applicable law, and/or (C) your personal violation of the rights of any third party. The TC Parties reserve the right to assume the exclusive defense of any of the foregoing, and you agree not to settle any of the foregoing without the applicable TC Parties’ prior written consent.
11. Limitation of Liability.
EXCEPT IN EVENT OF DELIBERATE, WILLFUL MISCONDUCT OR WITH RESPECT TO INDEMNIFICATION FROM THIRD-PARTY CLAIMS, IN NO EVENT WILL THE TC PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, HOWEVER CHARACTERIZED, RESULTING FROM ANY USE OF OR RELIANCE ON THE SYSTEM OR YOUR INABILITY TO ACCESS OR USE THE SYSTEM, EVEN IF THE TC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF THE TC PARTIES ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE SYSTEM, OR ANY MATERIALS OBTAINED FROM THE SYSTEM, REGARDLESS OF CAUSE OF ACTION (CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) WILL NOT EXCEED TEN DOLLARS ($10) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT THE TC PARTIES’ RIGHTS TO SEEK AND OBTAIN EQUITABLE RELIEF.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TC’s LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.
12. Changes to these Terms or the System.
We may change or modify these Terms from time to time in our sole discretion without notice other than posting the revised version on the System. The amended Terms will automatically be effective when posted on the System. Your continued use of the System after any changes in these Terms shall constitute your consent to such changes.
We reserve the right to change, modify or discontinue, temporarily or permanently, the System (or any portion thereof), including any and all Material contained on the System, at any time without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the System (or any portion thereof).
13. Term and Termination.
13.1 Term. Unless otherwise provided, the term of System access for each Authorized User shall begin as of the date the Authorized User has registered and obtained an Account on the System. This Agreement shall remain effective until Subscriber’s subscription for you expires or terminates, or your access to the System has been terminated by Subscriber or us.
13.2 Termination. If we believe that there is a violation of the Contract, these Terms, or any of our other policies that can be remedied by Subscriber’s removal of certain Subscriber Data or taking other action, we will, in most cases, ask Subscriber to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Subscriber does not take appropriate action or we believe there is a credible risk of harm to us, the System, Authorized Users, or any third parties. Please contact Subscriber if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these Terms.
14. Dispute Resolution; Class Action Waiver; Jury Waiver.
14.1 Jurisdiction, Venue, and Governing Law. You will resolve any claim, cause of action or dispute (“claim”) you have with us arising out of or relating to these Terms or your access to and use of the System exclusively in a state or federal court located in Dallas County, Texas. The laws of the State of Texas will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the exclusive personal jurisdiction of the courts located in Dallas County, Texas for the purpose of litigating all such claims.
14.2 Informal Resolution. Before beginning any legal action, you agree first to make a good faith effort to resolve the matter informally for at least 30 days after providing us written notice of the dispute by email to: email@example.com.
14.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE RELATING DIRECTLY OR INDIRECTLY TO THE RELATIONSHIP BETWEEN YOU AND US.
15. General Provisions.
15.1 Survival. This Section 15, provisions related to confidentiality, intellectual property, disclaimer of representations and warranties, limitation of liability, dispute resolution, and any other provisions which by their terms or their nature should survive any termination or expiration of this Agreement, shall so survive.
15.2 Assignment. You may not assign any of your rights or delegate your obligations under these Terms, without our prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
15.3 Severability. If any provision of the Terms is held by a court of competent jurisdiction to be unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
15.4 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
15.5 Entire Agreement. The Terms, including any terms incorporated by reference into the Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the Terms, the terms of the Contract will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Notice). Subscriber will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.