SuccessTSM Universal Terms of Service Agreement

Last Revised:  April 20, 2010 
PLEASE READ THESE UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW
This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between SuccessTSM.com, LLC. a/an Pennsylvania corporation (“SuccessTSM”) and you, and is made effective as of the date of electronic acceptance.  This Agreement sets forth the general terms and conditions of your use of this website (this “Site”) and the products and services (collectively, the “Services”) found at this Site, and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services you purchase or access through this Site.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following corporate policies, which are incorporated herein by reference:

Privacy Policy

The terms “we”, “us” or “our” shall refer to SuccessTSM.  The terms “you”, “your” or “User” shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
SuccessTSM may, in its sole and absolute discretion, change or modify this Agreement, and the corporate policies which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications or (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Last Revised” date at the top of this page. 

2. ELIGIBILITY; AUTHORITY
This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law.  By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or “User” shall refer to such corporate entity.  If, after your electronic acceptance of this Agreement, SuccessTSM finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. SuccessTSM shall not be liable for any loss or damage resulting from SuccessTSM’s reliance on any instruction, notice, document or communication reasonably believed by SuccessTSM to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, SuccessTSM reserves the right (but undertakes no duty) to require additional authentication from you.

3. ACCOUNTS; TRANSFER OF DATA ABROAD
Accounts.  In order to access some of the features of this Site or use some of the Services found at this Site, you will have to create an account (an “Account”). You represent and warrant to SuccessTSM that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete.  If SuccessTSM has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, SuccessTSM reserves the right, in its sole and absolute discretion, to suspend or terminate your Account.  You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, payment method(s).  For security purposes, SuccessTSM recommends that you change your password at least once every six (6) months for each Account you have with SuccessTSM.  You must notify SuccessTSM immediately of any breach of security or unauthorized use of your Account. SuccessTSM will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss SuccessTSM or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
Transfer of Data Abroad.  If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries.  By visiting this Site and communicating electronically with us, you consent to such transfers.

4. GENERAL RULES OF CONDUCT
You acknowledge and agree that:

SuccessTSM reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.

5. YOUR USE OF SuccessTSM CONTENT AND USER CONTENT
In addition to the general rules above, the following restrictions and conditions apply specifically to your use of SuccessTSM Content and User Content.
SuccessTSM Content. Except for User Content, the content on this Site and the Services found at this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“SuccessTSM Content”), are owned by or licensed to SuccessTSM in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. SuccessTSM Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of SuccessTSM. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. SuccessTSM reserves all rights not expressly granted in and to the SuccessTSM Content, this Site and the Services found at this Site, and this Agreement do not transfer ownership of any of these rights.
User Content. Some of the features of this Site or the Services found at this Site may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”).  By posting or publishing User Content to this Site or to the Services found at this Site, you represent and warrant to SuccessTSM that (i) you have all necessary rights to distribute User Content via this Site or via the Services found at this Site, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.
Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any SuccessTSM Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the SuccessTSM Content or the User Content therein.

6. SuccessTSM'S USE OF USER CONTENT
Generally.  You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
With Respect to User Submissions.  You acknowledge and agree that:

SuccessTSM shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

7. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY
SuccessTSM generally does not pre-screen User Content (posted to this Site).  However, SuccessTSM reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. SuccessTSM may remove any item of User Content (if posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by SuccessTSM in its sole and absolute discretion), at any time and without prior notice. SuccessTSM may also terminate a User’s access to this Site or the Services found at this Site if SuccessTSM has reason to believe the User is a repeat offender.  If SuccessTSM terminates your access to this Site or the Services found at this Site, SuccessTSM may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

8. ADDITIONAL RESERVATION OF RIGHTS
SuccessTSM expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services that it deems necessary, in its sole and absolute discretion, (i) to correct mistakes made by SuccessTSM in offering or delivering any Services (ii) to protect the integrity and stability of, and correct mistakes made by, any SuccessTSM Resources, (iii) to comply with applicable local, state, national and international laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (vii) to avoid any civil or criminal liability on the part of SuccessTSM, its officers, directors, employees and agents, as well as SuccessTSM’s affiliates.

9. LINKS TO THIRD-PARTY WEBSITES
This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by SuccessTSM. SuccessTSM assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, SuccessTSM does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release SuccessTSM from any and all liability arising from your use of any third-party website. Accordingly, SuccessTSM encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SuccessTSM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SuccessTSM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND SuccessTSM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SuccessTSM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

11. LIMITATION OF LIABILITY
IN NO EVENT SHALL SuccessTSM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SuccessTSM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall SuccessTSM’s total aggregate liability exceed the total amount paid by you for the particular ServiceS that ARE the subject of the cause of action.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

12. INDEMNITY
You agree to protect, defend, indemnify and hold harmless SuccessTSM and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by SuccessTSM directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the corporate policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right.  The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

13. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

14. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

15. U.S. EXPORT LAWS
This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”).  Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws.  None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or any other denied parties lists under U.S. Export Laws.  By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations).  If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws.  If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site.  The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

16. COMPLIANCE WITH LOCAL LAWS
SuccessTSM makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited.  Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations. 

17. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Pennsylvania, whichever is applicable, without regard to conflict of laws principles.  You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of Monroe County, Pennsylvania, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non convenes with respect to) jurisdiction and venue in the state and federal courts of Monroe  County, Pennsylvania.  You agree to waive the right to trial by jury in any action or preceding that takes place relating to or arising out of this Agreement.

18. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein.  Each covenant and agreement in this Agreement shall for all purposes be construed to be a separate and independent covenant or agreement.  If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

19. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
SuccessTSM Legal Department
5874 Seven Nations Drive
Tobyhanna PA   18466
rick.bailey@successtsm.com

Revised: 4/20/2010
Copyright © 2010 SuccessTSM.com, Inc. All Rights Reserved