Welcome to the online services of TotaLand Technologies (TotaLand). Please
read this Agreement carefully. It governs your access to and use of the TotaLand Services through
the Internet Site and/or through other Products. Your use of the Internet Site and/or other
Products is conditioned upon your acceptance of this Agreement. By clicking on the "I Agree"
button, you are agreeing to be legally bound by all of the terms and conditions of this Agreement.
If you are acting as an employee, you agree that this Agreement will bind your employer and that
you are authorized to do so. As used in this Agreement, "you" or "your" includes you and your
employer. If you would like to print this Agreement, please click the print button on your browser
toolbar.
1. DEFINITIONS
The following terms have the following meanings in this Agreement:
A. "Authorized User" means any of your employees, agents, independent contractors or consultants
who agree to be bound by the terms and conditions of this Agreement and who are authorized or
otherwise designated or permitted by you to access and use the Services pursuant to the License.
B. "Internet Site" means the Web sites (and all Enhancements thereto) located at https://www.totaland.com together
with other links controlled by TotaLand.
C. "Services" means, services made available to you and any Authorized User from TotaLand from time to time.
D. "Technology" means any know-how, processes, methodologies, specifications, designs, inventions,
functionality, graphics, techniques, methods, applications, computer programs, maps, user manuals,
online documentation, products or other technology and materials of any kind, or any Enhancement thereto,
used by TotaLand in connection with the performance of the Services or made available by TotaLand to you, any
Authorized User or any third party through the Internet Site.
E. "Information" means the records, data, databases, documents, materials, and other technology
information accessible through the Services.
F. "License" means the limited license granted to you under this Agreement.
G. "Proprietary Rights" means any patent, copyright, trademark, service mark, trade secret
or other intellectual property right.
H. "Third Party Content" means any content, records, data, documents, materials, or other
information supplied to TotaLand pursuant to an agreement with a third party for inclusion as part of,
or for use with, the Services.
I. "Unauthorized Use" means any use, reproduction, distribution, disposition, possession,
disclosure or other activity, including, without limitation, any bulk reselling involving any
aspect of the Services, the Internet Site or Information that is not expressly authorized
under this Agreement or otherwise in writing by TotaLand.
J. "User Identification" means the unique user identification name and password issued
or otherwise assigned to each Authorized User for access to and use of the Services.
2. LICENSE; RESTRICTIONS ON USE
A. License. Subject to the restrictions and limitations set forth in this
Section and elsewhere in this Agreement, TotaLand hereby grants you a nonexclusive, nontransferable,
limited license to do the following during the term of this License: (1) enable your Authorized
Users to access and use the Services subject and according to the terms of this Agreement solely
for your internal use in the regular course of your business; (2) subject to any applicable third
party rights or restrictions of law, reproduce insubstantial portions of the Information for use
in connection with the rights granted under (1) above and provide insubstantial portions of the
Information to your customers and clients.
B. General Restrictions and Limitations. This paragraph sets forth the entirety of your
right to access and use the Services. The License does not include the right to, and you will
not directly or indirectly (1) enable any person or entity other than Authorized Users to
access and use the Services; (2) modify or create any derivative work based upon any Technology,
Information or Third Party Content; (3) engage in, permit or suffer to continue any bulk copying
or bulk distribution of the Information or store the Information in a searchable database; (4)
grant any sublicense or other rights under the License; (5) reverse engineer, disassemble or
decompile all or any portion of, or attempt to discover or recreate the source code for, any
Software that is part of the Technology; (6) remove, obscure or alter any Proprietary Rights
notice related to the Internet Site, the Services, the Technology or any Third Party Content;
or (7) engage in, permit or suffer to continue any Unauthorized Use by any person or entity
within your control. You will ensure, through proper instructions and enforcement actions,
that all access to and use of the Services and the Information obtained by you, or otherwise
through your facilities, equipment, identifiers or passwords, will conform to this Agreement
and will be made and used solely for proper and legal purposes, and will be conducted in a
manner that does not violate any law or regulation, the rights of any third party, court orders
or TotaLand's policies.
C. No Attorney-Client Relationship. The Services do not constitute or contain legal
advice, nor are they intended to. TotaLand is not engaged in the practice of law or in providing
legal services. Use of the Services may require the application of professional expertise and
judgment, for which you should consult competent professional advice.
D. Additional Limitations. You acknowledge that TotaLand is not a government-reporting agency
and does not undertake to assemble or evaluate, nor to make any selections, ratings or other
judgments regarding any Information accessible through the Services.
E. Third Party Content and Services. The License as it relates to any Third Party Content
or services is further subject to any restrictions and limitations specified in the terms and
conditions displayed with or referenced in any such Third Party Content or services. TotaLand's
agreements with such third parties may require TotaLand to deny or otherwise restrict your access
to certain Third Party Content or services available through the Services. You will comply
with all such restrictions and such restrictions are incorporated herein by reference.
3. ACCESS TO THE INTERNET SITE
A. Password. Each Authorized User will be issued or otherwise assigned a User Identification
to access and use the Services. You are solely responsible for tracking the User Identifications
to specific Authorized Users and for ensuring the security and confidentiality of all User
Identifications. You acknowledge that you are fully responsible for all liabilities incurred
through the use of any User Identification and that any transaction under a User Identification
will be deemed to have been performed by you. You will immediately notify TotaLand of any unauthorized
use of any User Identification or any other breach of security known to you. Use of any User
Identification other than as provided in this Agreement will be considered a breach of this Agreement
by you.
B. Hours of Operation; Scope of Services. TotaLand reserves the right at any time and without
prior notice to you to limit your access to the Services in order to perform repairs or make
modifications.
4. PROPRIETARY RIGHTS
A. Ownership. The Services, the Internet Site and the Technology constitute or otherwise
involve valuable Proprietary Rights of TotaLand. You acknowledge that you obtain only license
rights under this Agreement. No title to or ownership of the Services, the Internet Site and
the Technology, or any Proprietary Rights associated therewith is transferred to you, any
Authorized User or any third party under this Agreement.
B. Protection of Proprietary Rights. You will not infringe or violate, and will take
appropriate steps and precautions for the protection of TotaLand's Proprietary Rights. Without
limiting the generality of the foregoing, you will (1) maintain access and use restrictions
sufficient to prevent any Unauthorized Use; (2) not make the Services, the Internet Site, the
Technology or Third Party Content available to any third party without the prior written consent
of TotaLand; and (3) otherwise use your best efforts to prevent any Unauthorized Use. You will
immediately notify TotaLand of any Unauthorized Use that comes to your attention and cooperate with
TotaLand to investigate and prevent the same.
C. Infringer Policy. TotaLand respects the intellectual property of others, and expects its
users to do the same. TotaLand may, in appropriate circumstances and at its own discretion, limit
access to the Internet Site and/or terminate your account if you or any of your Authorized Users
infringe the intellectual property rights of others.
5. DISCLAIMERS AND LIMITATIONS
A. Assumption of Risk; Responsibility to Verify. You acknowledge that TotaLand does not
verify the completeness, propriety, timeliness or accuracy of any Information or Third Party
Content available through the Internet Site. TotaLand does not control the contents of any
Information and will not be responsible for any claimed loss of privilege or other claimed
injury due to disclosure of sealed, confidential or privileged information. You acknowledge
that by providing the Information and the Services, TotaLand does not underwrite or assume any
of the risks of your business or activities.
B. Disclaimer. THE LICENSE, INFORMATION, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE
PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOTALAND,
ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY
CONTENT, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT
TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE SERVICES, THE INTERNET
SITE, TECHNOLOGY, INFORMATION OR ANY SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF
OF TOTALAND UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).
C. Third Party Content and Services. Except as otherwise agreed upon by the parties in writing,
the warranties, obligations and liabilities of TotaLand and your remedies with respect to any Third
Party Content or services will be limited to whatever recourse may be available against the third
party provider of such Third Party Content or services and ARE SUBJECT TO ALL RESTRICTIONS AND
OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, OR SERVICES.
6. YOUR WARRANTIES AND INDEMNIFICATION
A. Warranty. In addition to any warranties set forth elsewhere in the Agreement, you warrant
to TotaLand that the performance of your obligations and you and your Authorized Users' access to and
use of the Services will not violate any third party rights or any applicable laws, rules or regulations.
B. Indemnification. You will defend, indemnify and hold harmless TotaLand, and its directors,
officers, employees, owners and agents from and against any and all claims, costs, losses, damages,
judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (1)
any claim alleging any breach of any of the foregoing warranties or any other provision of this
Agreement; (2) any damage arising from causes beyond the control or without the fault or negligence
of TotaLand; or (3) any use by you or your Authorized Users, customers or clients of the Information,
Third Party Content, services or other items provided under this Agreement.
7. LIMITATIONS OF LIABILITY
A. Force Majeure. Neither party will be liable for, or be considered to be in breach of or
default under this Agreement on account of, any delay or failure to perform as required by this
Agreement as a result of any cause or condition beyond such party's reasonable control (including,
without limitation, any act or failure to act by the other party).
B. No Consequential Damages. NEITHER TOTALAND NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO YOU OR ANY OF YOUR
AUTHORIZED USERS, CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE)
EVEN IF TOTALAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATED TO ANY
PROVISION OF THIS AGREEMENT, THE LICENSE, SERVICES, THE INTERNET SITE, THE TECHNOLOGY, INFORMATION
OR ANY SERVICES OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF TOTALAND TO PERFORM
ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY TOTALAND.
C. Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF TOTALAND WITH REGARD
TO THE LICENSE, SERVICES, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE
PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY YOU TO TOTALAND UNDER THIS AGREEMENT
IN THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. YOUR RIGHT TO MONETARY DAMAGES UP
TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU OR YOUR AUTHORIZED USERS MAY HAVE
AGAINST ANY COVERED PARTY.
8. MODIFICATIONS
This Agreement may be amended by TotaLand from time to time by TotaLand's posting the amended
Agreement or other notice of the amendments on the Internet Site.
9. ASSIGNMENT
This Agreement, and the License granted hereunder, may not be assigned by you to any third party.
Subject to the foregoing, this Agreement will bind and benefit the parties and their respective
successors and assigns.
10. TERMINATION
Notwithstanding any of these terms and conditions, TotaLand reserves the right, without notice and in
its sole discretion, to terminate your License, and to block or prevent future access to and use of
the Services by you or your Authorized Users.
11. SEVERABILITY
This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision
of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will
be interpreted, construed and reformed to the extent reasonably required to render the same valid,
enforceable and consistent with the original intent underlying such provision and (b) such invalidity
or unenforceability will not affect any other provision of this Agreement.
12. APPLICABLE LAW; JURISDICTION AND VENUE
This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws
of the State of Louisiana. You will not prosecute any action, suit, proceeding or claim arising under
or by reason of this Agreement except in such courts.
13. CONTACT INFORMATION
You consent to your name and contact information being placed on whatever contact list deemed appropriate by
TotaLand, including, but not limited to, email lists for Newsletters, Training Announcements and Product Upgrades.
TotaLand agrees to provide you with the option to unsubscribe from these lists, and further agrees to not share your
contact information with any outside party.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement,
and this Agreement replaces and supersedes any prior verbal understandings, written communications or representations on
the subject matter hereof, except in the specific event of the existence of an agreement, executed by TotaLand and the
party paying for your right to access TotaLand, that both references this Agreement and supersedes this Agreement.
Please Contact Us at (800) 465-5877 or TotaLand@TotaLand.com if you have any questions regarding this agreement.