TERMS AND CONDITIONS
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
1. Right to Software Application Services
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.
3. Availability of Software Application Services
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.
4. Service Level
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.
5. Storage and Security
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
Contact your TurfCentric representative for pricing.
Copyright © 2002 TurfCentric, Inc. All rights reserved.
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