Terms of Service Last updated August 20, 2018
Thanks for using our products and services (“Services”). The Services are provided by Touchpoint Communications Limited (“Touchpoint”, “we”, “us” or “our”), located at 14 Rookery Nook, Maraval, Port of Spain, Trinidad & Tobago.
By using our Services, you agree to the following Terms of Service (the "Terms"), as updated from time to time.
We allow you to view and use a variety of content, including map data, imagery, and other related information provided by Touchpoint, its licensors, and users (the "Content").
To use our Services, you must register a user account (“End-User”) with us as part of a company account (“Tenant”). You may create your own account along with a Tenant account or have one assigned to you by an administrator an existing Tenant account.
If you are entering into this agreement on behalf of your company or another legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" will mean the entity you represent. End-Users registered with your Tenant account are also bound by the Terms.
Touchpoint grants you non-assignable, non-transferable license to use our Services subject to the payment of appropriate fees.
You agree to comply with all applicable laws, regulations, and third-party agreements in your use of the Services. You may not use any part of the Services in such a manner to damage or interrupt the use of the Services by any other party.
You shall not, nor permit any person to:
- Disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
- Disseminate or store material that infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person or entity;
- Create a false identity or otherwise attempting to mislead others as to the identity or origin of any communication;
- Reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Services;
- Modify, translate, or create derivative works of the Services;
- Copy the Content, unless otherwise permitted;
- Download or create bulk feeds of the Content for your or anyone else’s use;
- Sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Services;
- Remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Services, or any portion thereof;
- Transfer, use, or export the Licensed Service in violation of any applicable laws, rules, or regulations of any government or governmental agency;
- Use the Services to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component;
- Embed the Services in part of whole in any third-party applications, unless otherwise authorized in writing in advance by Touchpoint.
Payment and Fees
Use of the Services require payment. Fees are billed in full on the first day of each billing period, and are due within 30 days after the invoice date.Touchpoint reserves the right to withhold access to the Services and/or terminate this agreement upon failure to pay after the due date.
You agree to pay any incurred late payment charges of 1.5% per month or the highest rate permitted by law, whichever is less.
Payments made are non-refundable and must be made in U.S. dollars if not a legal entity registered in Trinidad and Tobago or otherwise in T.T. dollars.
We may terminate this Agreement if the billing or contact information provided is false, fraudulent, or invalid. You agree to pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties, and any other similar taxes and duties, including penalties and interest, imposed by any government entity, excluding taxes based upon Touchpoint’s net income.
You may cancel your license with Touchpoint at any time. However, no refund is given if you cancel your license during the middle of a billing cycle. Any outstanding fees must be paid in full subject to the terms in ‘Payment and Fees’.
The license granted to you by this Agreement terminates automatically and without notice if you breach any term of this Agreement, including, without limitation, breaching the scope of the license granted or confidentiality obligations under this Agreement.
In addition, we may cancel or suspend your account for any reason with thirty (30) days notice in advance of our intention to do so.
Upon termination, access to the Services will be revoked for you and all authorized users to your Tenant account. You agree to immediately destroy any materials downloaded from the Services.
Our Services contain copyrighted material and other proprietary material and information of our and/or its licensors. Touchpoint and/or its licensors shall retain all right, title, and interest, including all intellectual property rights, in and to the Services.
You shall maintain all ownership of data created by End-Users as part of your Tenant account, including any data purchased or legally acquired from third-parties to support the business use of the Services. You grant Touchpoint non-exclusive, worldwide, royalty-free, transferable and right to sublicense any metadata gathered during use of the Services for improvements and enhancements of the functionality and features of the Services.
Any identifiable data shared with Touchpoint will not be shared with any other Tenant or third-party without your written approval.
Changes to the Terms of Service
We may modify these Terms from time to time. All changes will be effective immediately unless otherwise specified. Changes will not apply retroactively. Your continued use of the Services after new terms become effective constitutes your binding acceptance of these new terms.
No Disabling Code
With respect to the Services (including any updates or upgrades) and as of the date of subscription, Touchpoint represents and warrants that it has not inserted any Disabling Code.
“Disabling Code” means computer code inserted by Touchpoint that is not addressed in the documentation and that is designed to delete, interfere with, or disable the normal operation of the software. This Disabling Code warranty does not apply to Touchpoint passwords necessary for the operation of the Services, or for any use by the you outside the scope of the license.
Except for the warranties above, the Services and documentation are provided to the you on an ‘as is’ and ‘where is’ basis and without warranty of any type or kind.
Touchpoint hereby expressly disclaims and excludes on behalf of itself and its licensors all warranties and conditions, whether statutory, express, implied, or otherwise, with respect to the licensed service and support services, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, and non-infringement of third party rights.
Limitation of Liability
Consequential Damages Waiver
In no event shall Touchpoint have any liability for any incidental, consequential, indirect, special, or punitive damages arising out of or in connection with this agreement, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if any representative of Touchpoint has been advised of the possibility of such damages and notwithstanding the failure of the essential purpose of this agreement or any limited remedy hereunder.
Limitation of Liability
In no event shall Touchpoint’s liability arising out of or related to this agreement exceed the license fees paid by subscriber to Touchpoint for the licensed service.
Limitation of Remedies
The parties agree that these limitations shall apply notwithstanding the failure of the essential purpose of this agreement or any limited remedy hereunder.
Except as expressly provided herein, you may not assign or transfer any of your rights under this Agreement (including its licenses with respect to the Licensed Service and Documentation) without the prior written consent of Touchpoint.
Unless you are required by statute or regulation to apply the law, this Agreement will be governed by and construed in accordance with the laws of Trinidad and Tobago, excluding any conflicts of law provisions, and you and Touchpoint agree to submit to the personal and exclusive jurisdiction of the courts located in Trinidad and Tobago.
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible by Touchpoint with a provision that comes closest to the meaning of the original provision.