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.
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.
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.
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.
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.
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.
Alan Day, President
Office Number: (337) 231-5877 ext. 1165
Chris Jackson, Director of Information Technology
Office Number: (337) 231-5877 ext. 1287
Melissa Jackson, Senior Technical Account Manager
Office Number: (337) 231-5877 ext. 1071