THE FOLLOWING TERMS AND CONDITIONS ("TERMS OF SERVICE") WILL BE LEGALLY BINDING UPON YOUR SUBMISSION OF A COMPLETED PAYMENT REQUEST DURING THE ENROLLMENT PROCESS AND/OR UPON TPS ALERT’S ACCEPTANCE OF AN ORDER FOR SERVICES PLACED ON OR THROUGH THE TPS ALERT WEBSITE.
"Confidential Information" means, except as set forth in the following paragraph: (a) User Data; and (b) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement.
Notwithstanding the foregoing, the following shall not be Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party's possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction and (4) aggregate data collected or generated by TPS Alert or its affiliate regarding TPS Alert’s and its affiliate’s products and services that does not contain any personal information and other specific information relating to a User or User’s employee.
"Electronic Communications" means any transfer of signs, signals, text, images, data or records of any nature transmitted in whole or part electronically received and/or transmitted through the Website.
"Service" means, collectively, the training, assessment, testing, screening, reporting, audit results, and record keeping service performed by TPS Alert that is procured by User from TPS Alert.
“TPS Alert” means TPS Alert, LLC and its affiliates.
"URL Terms" means the terms with which User must comply, which are located at a URL, referenced in this Agreement and are hereby incorporated by reference.
"User” means an individual or entity which registers a TPS Alert user account and/or for which enrollment in any Service offered by TPS Alert on or through the Website has been procured.
"User Data" means all data, records and information submitted to TPS Alert by User or its affiliate.
“Website” means tpsalert.com, teamprofessional.com, or any successor website.
2.1. Accuracy of User's Contact Information. User shall provide accurate, current and complete information on User's legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.
2.2. Users: Passwords, Access, and Notification. TPS Alert will act as though any Electronic Communications it receives under User's passwords, user name, and/or account number will have been sent by User. User shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify TPS Alert of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers.
2.3. General Restrictions. User is responsible for all activities conducted under User’s logins and for its employees’ and agents’ compliance with this Agreement. User shall not use the Service in a manner that is in violation of any third party rights of privacy or intellectual property rights. In addition to other rights that TPS Alert has in this Agreement, TPS Alert has the right to take remedial action if this Section 2.3 is violated, and such remedial action may include removing or disabling access to material that violates the policy set forth herein.
Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means.
2.4. Transmission of Data. User understands that the technical processing and transmission of User's Electronic Communications is fundamentally necessary to use of the Service. User further acknowledges and understands that access to the Service and User Data stored thereon may be temporarily and briefly interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs, and other similar activities. Without limiting TPS Alert's applicable obligations under Sections 2.5 (Security) or 2.6 (Confidentiality), TPS Alert is not responsible for any Electronic Communications and/or User Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by TPS Alert, including, but not limited to, the internet, User's local network, and servers and online digital storage used by TPS Alert’s agents, vendors, consultants, and other service providers (collectively, “Service Providers”), who may receive, or be given access to, User's Electronic Communications and User Data in accordance with Section 2.6.
2.5. Security. TPS Alert shall maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of User Data. During the Term, TPS Alert shall maintain Payment Card Industry Data Security Standards compliance for the portions of the Service that store and process credit card data.
2.6. Confidentiality. Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (at all times exercising at least a commercially reasonable degree of care in the protection of such confidential information) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by User. Either party may disclose Confidential Information on a need to know basis to its affiliates, contractors and Service Providers who have executed binding written agreements requiring confidentiality and non-use obligations at least as restrictive as those in this Section. Additionally, User must input credit card information and social security numbers only in the fields designated for such data in the Service. Either party may disclose Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation.
2.7. Ownership of User Data. As between TPS Alert and User, all title and intellectual property rights in and to the User Data is owned exclusively by User. User acknowledges and agrees that in connection with the provision of the Service, TPS Alert and its affiliates, contractors and service providers may store and maintain User Data for a period of time consistent with standard business processes. Following expiration or termination of the Agreement, TPS Alert may deactivate the applicable User account(s) and data stored therein shall be subject to deletion in accordance with TPS Alert’s data retention and disposal policy.
3. Warranties. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. TPS Alert warrants that during the subscription term, TPS Alert will perform the Service using commercially reasonable care and skill in all material respects as described in the enrollment forms and that TPS Alert will not materially decrease the functionality described therein during the then-current subscription term.If the Service provided to User was not performed as warranted, User must promptly provide TPS Alert with a written notice that describes the deficiency in the Service (including, as applicable, the service request number notifying TPS Alert of the deficiency in the Service).
4. Term and Termination.
4.1. Term. The Term of this Agreement shall commence on the date of User’s enrollment in any Service offered by TPS Alert on or through the Website and shall continue to apply to such Service for a period of one (1) year (the “Term”), whereupon TPS Alert shall discontinue providing the Service and this Agreement shall expire unless renewed by User on the Website through its submission of a completed payment request within thirty (30) days of the anniversary date of the Agreement.
4.2 Suspension for Delinquent Account. TPS Alert reserves the right to suspend User's and any User affiliates' access to and/or use of the Service if any payment is due but unpaid but only after TPS Alert has provided User a delinquency notice, and at least thirty (30) days have passed since the transmission thereof. User agrees that TPS Alert shall not be liable to User or to any User affiliate or other third party for any suspension pursuant to this Section.
4.3. Termination for Cause, Expiration. Either party may immediately terminate this Agreement in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party. Upon termination or expiration of this Agreement, User shall have no rights to continue use of the Service. If this Agreement is terminated by User for any reason other than a termination expressly permitted by this Agreement, then TPS Alert shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of TPS Alert's breach of this Agreement, then User shall be entitled to a refund of the pro rata portion of any service fees paid by User to TPS Alert under this Agreement for the terminated portion of the Term. In the absence of a breach of the Agreement by TPS Alert or the discontinuation of the Service in which User has enrolled, no portion of the fees due under the Agreement shall be subject to refund.
4.4. Notice. Any legal notice required under this Agreement shall be provided to the other party in writing. If User has a legal dispute with TPS Alert, or if User becomes subject to insolvency or other similar legal proceedings, User will promptly send written notice to: TPS Alert, LLC, 8165 South Mingo Road, Suite 100, Tulsa, Oklahoma 74133, Attention: Legal Department.
5. Service Fees and Payment.
5.1 Service Fees. The amount and payment schedule of the service fees and any other charges to be paid by User for the Services shall be posted on the Website and accepted by User upon submission of a completed payment request.
5.2 Payment. If User fails to pay any service fees within thirty (30) days from the date of invoice in accordance with the relevant Order Form, such unpaid amounts shall accrue interest from the due date thereof until the date of payment at the lesser of(1) 6% per annum or (2) the maximum rate of interest that may be charged by TPS Alert to User under applicable law.
5.3 Limited Refund Policy. Regardless of circumstances, refund requests relating to enrollment and renewal payments will only be considered by TPS Alert if made by User before the earlier of (i) 5:00 p.m. CT on the date User’s payment is completed, and, if applicable, (ii) TPS Alert’s completion of any requested enrollment audit on User’s behalf. Upon completion of any enrollment audit requested by User on or through the Website, User acknowledges and agrees that significant services will have been rendered by TPS Alert and no refund will be issued pursuant to this Section 5.3. For trainings purchased through TPS Alert, refund requests will only be considered if made by User before login credentials to the training website are issued. All refund requests should be made by User in writing and submitted via email to email@example.com.
6. Modifications; Discontinuation of Service.
6.1 To the Service. TPS Alert may make modifications to the Service or particular components or features of the Service from time to time and will use commercially reasonable efforts to notify User of any material modifications. TPS Alert reserves the right to discontinue offering the Service at the conclusion of User's then current subscription term for such Service. TPS Alert shall not be liable to User nor to any third party for any modification of the Service as described in this Section.
6.2 To Applicable Terms. If TPS Alert makes a material change to any applicable URL Terms, then TPS Alert will notify User by either sending an email to the notification email address or posting a notice to the administrator in User's account or on the Website. If the change has a material adverse impact on User and User does not agree to the change, User must so notify TPS Alert within thirty days after receiving notice of the change. If User notifies TPS Alert as required, then User will remain governed by the URL Terms in effect immediately prior to the change until the end of the then current subscription term for the affected service(s). If the affected Service(s) is renewed, it will be renewed under TPS Alert's then current URL Terms.
7. Service Monitoring and Analyses
7.2 TPS Alert may (i) compile statistical and other information related to the performance, operation and use of the Service, and (ii) use data from the Service in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes.
8.1 No Third Party Rights. This Agreement is not intended and will not be construed to create any rights in any person other than TPS Alert and User and no person may assert any rights as third party beneficiary hereunder.
8.2 Relationship. The relationship of TPS Alert and User is that of independent contractors. Nothing in this Agreement will be construed as constituting TPS Alert and User as partners or joint venturers, or as creating the relationship of employer/employee, master and servant, franchisor and franchisee or principal and agent, between TPS Alert and User.
8.3 Force Majeure. Any delay in or failure of performance by TPS Alert hereunder shall be excused if and to the extent caused by a “Force Majeure Event.” Force Majeure Events are defined as fire, explosion, acts of God (including, but not limited to, flooding, tornadoes, wind, hurricanes and earthquakes), strikes, acts of civil or military authorities, acts of the public enemy, pandemics, epidemics, emergency orders and changes in law, provided that any such event is beyond the control of and without fault on the part of TPS Alert and the effects of which could not be prevented or avoided by the TPS Alert’s exercise of due care or foresight.
8.4 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.
This document was last updated on July 9, 2020