TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE (“Agreement”) BEFORE ACCESSING OR USING THIS WEBSITE.
The following Terms and Conditions of Use apply to any visitor or user (hereinafter referred to as “You”) of the website located at http://www.tsgsinc.com and any websites (singularly and collectively, “the Site”) that TSG Solutions, Inc. or its subsidiaries (singularly and collectively, “TSG” and/or “Company”) own and control. By accessing and using the site, you hereby agree to be bound by these terms and conditions of use.
The following terms govern your access to and use of the Site, and apply to all materials, software, content, services, online communications and other information that is or becomes available on or through our Site (collectively, the “Material”). By accessing and using the Site, you hereby agree to be legally bound by the terms and conditions of this Agreement. If you do not agree to such terms and conditions, you must not use the Site.
Please note that the use of certain Material or the conduct of certain transactions on or through the Site may be subject to additional terms and conditions that shall be made available to you prior to your use of such Material or participating in such transactions. We reserve the right, in our sole discretion, to change, modify or otherwise alter the terms and conditions of this Agreement with or without notice to you. Such changes and/or modifications shall become effective immediately upon the posting thereof on the Site. Your continued use of the Site shall constitute your continuing acceptance of any and all revised terms and conditions. TSG may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time without notice to you. TSG may also impose limits on certain features or services or restrict your access and use of the Site without notice or liability.
1. General Conduct & Limited License
- 1.1 The Material is the property of TSG, except as otherwise provided herein, and is protected, without limitation, by U.S. and foreign copyright and trademark laws, and in certain instances, U.S. and foreign patent laws. TSG hereby grants you a personal, non-exclusive, non-assignable, non-sublicensable and non-transferable license to use and display, for non-commercial and personal use only, one copy of the Material that you download from the Site, except as may otherwise be expressly provided on our Site. You agree that the copy of the Material shall retain all copyright, trademark and other proprietary notices in the same form and in the same manner as such notices appear on the Material or on the Site. You shall not otherwise reproduce, modify, distribute, transmit, post, or publish (including, without limitation, display and distribution via a third party website), the Material without TSG’s prior written consent. Except as expressly set forth herein, nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark or copyright of TSG or any third party.
- 1.2 You understand and agree that the Material is provided hereunder “AS IS” without warranty of any kind and that your use of the Material is at your sole discretion and risk. You shall be solely responsible for any damage to your network, software or computer system and any loss of data that may result from your use of the Site and/or the Material.
- 1.3 While visiting the Site, you shall not submit, post, publish, distribute or transmit: (a) material that is illegal, indecent, obscene, libelous, defamatory, disparaging, false or misleading; (b) material other than that which may be requested by an interactive application or tool on the Site; (c) unsolicited advertising, promotional material, or other forms of solicitation; (d) material that would infringe the intellectual property, privacy or other rights of third parties, (e) a computer virus, worm, Trojan horse or other element destructive to the Site or any TSG hardware or software accessible through the Site, or (f) a digital or manual signature, password, or other element impersonating a TSG employee, or affiliate, or any forged TCP/IP headers or parts of a header, in an attempt to gain unauthorized access to TSG’s computers, software, data, accounts or databases.
- 1.4 You shall not, without the prior written consent of TSG, use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, Material, data or content found on the Site or accessed through the Site. You shall not engage in the mass downloading of files from the Site; use the computer processing power of the Site for purposes other than those permitted hereunder; or flood the Site with electronic traffic designed to slow or stop its operation. You shall not disassemble, decompile, reverse engineer or otherwise modify the Material. Any unauthorized or prohibited use shall subject the offender to civil liability or criminal prosecution under applicable laws.
- 1.5 Access to and use of password protected and/or restricted areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to civil liability or criminal prosecution under applicable laws.
2. Third Party Material
- 2.1 The Site may include Material owned or licensed by third parties, as well as links to websites owned by third parties (singularly and collectively “Third Party Material”). Access to and use of any Third Party Material is at your sole risk and TSG shall not be responsible for the accuracy or reliability of any information, data, opinions, advice or statements made in such Third Party Material. As TSG does not control the Third Party Material, particularly, third party websites, you agree to take precautions against any worms, trojan horses, computer viruses or other destructive elements that could result from your use of the Third Party Material.
- 2.2 TSG’s inclusion of Third Party Material on the Site shall not be construed as TSG’s endorsement, authorization of, sponsorship of, or relationship with any third party or the Third Party Material, and no rights or licenses are granted to you in the Third Party Material. You agree to defend and hold TSG harmless from any and all liability that may result from your use of the Third Party Material. Additionally, if a third party website links to the Site, it is not necessarily an endorsement, authorization, sponsorship of such third party, and may not be known to or authorized by TSG Company.
3. TSG Marks
- 3.1 “TSG” is a registered trademark of TSG Company. Any trademarks, trade names, trade dress, service marks, logos, domain names, and URLs (collectively, the “Marks”) provided in the Material or displayed on the Site are the property of TSG or third parties, and no right to use such Marks is granted to you herein. Below is a non-exclusive list of TSG trademarks owned and/or registered by TSG in the United States and around the world. Other trademarks, including proprietary product designs, owned by TSG and used by our businesses may be reflected in the Material and should not be used by any third party without written authorization by TSG Solutions, Inc.
4. Disclosure; Forward-Looking Statements
- 4.1 Some Material may include statements that relate to future performance or projections, and can include, but are not limited to, statements regarding TSG’s future financial or program performance, or TSG’s future strategies or proposed business plans (or any other statement that comes within the meaning of the Private Securities Litigation Reform Act of 1995). Specifically, statements that are not historical facts, including statements accompanied by words such as “believe,” “expect,” “estimate,” “intend,” “propose” or “plan,” variations of these words, and similar expressions, are understood by you to be forward-looking statements that convey the uncertainty of future events or outcomes. You understand that these statements are only predictions about future events; that such statements are based on certain assumptions at the time the statement is made; that they are subject to a wide range of risks and uncertainties; and that actual events or results may differ materially from such predictions.
- 4.2 You understand that many factors could cause actual results or events to differ from predicted results or events discussed in forward-looking statements, and that such factors can include, but are not limited to: risks associated with TSG’s U.S. government and foreign government sales, including changes or shifts in government or defense spending, uncertain funding of programs, potential termination of contracts, and difficulties in contract performance; the ability to procure new contracts; the risks of conducting business in foreign countries; the ability to comply with extensive governmental regulation, including import and export policies and procurement, and other regulations; the impact of competition; the ability to develop products and technologies; the risk of cost overruns, particularly for TSG’s fixed-price contracts; dependence on component availability, subcontractor performance and key suppliers; risks of a negative government audit; the use of accounting estimates in TSG’s financial statements; the potential impairment of TSG’s goodwill; the outcome of contingencies and litigation matters, including product liability, government investigations; the ability to recruit and retain qualified personnel; risks associated with acquisitions, joint ventures and other business arrangements; the impact of changes in TSG’s credit ratings; among other things. In view of the foregoing, you agree to place no reliance on any forward-looking statements on the Site.
- 4.3 TSG assumes no responsibility to provide updates to forward-looking statements after the date the statements are placed on the Site.
5. Accuracy and Timeliness of Information and Historical Information
- 5.1 TSG assumes no responsibility to monitor the accuracy, completeness, timeliness or reliability of any Material on the Site. As such, Material may not be updated when errors are uncovered or as new information becomes available. You understand that certain Material, including, but not limited to, annual reports, SEC filings, press releases, and product information, may become stale or incomplete over time, and you hereby release TSG from any and all liability associated with same.
- 5.2 Material which may be archived on TSG-provided Sites is believed to be accurate at the time of creation and original date of posting. However, you should understand that TSG does not warrant the accuracy or completeness of any Material, and that the passage of time, subsequent events and other changes may make the Material stale.
- 5.3 Although such Material may be included on such Sites as archival Material, TSG may not have updated, edited, changed or removed the content, and disclaims any obligation to do so. To the extent reliance on dated Material is made, it is done so at your sole risk.
6. Compliance with Applicable Laws; Export Control Laws
- 6.1 The Site and the Material shall be subject to U.S. export control laws and shall also be subject to the laws of the country where you reside. You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Site. Notwithstanding anything to the contrary, TSG makes no representation that the Site or the Material is appropriate or available for use in other jurisdictions. If you choose to access the Site from such a jurisdiction, you do so at your own risk. The laws of the Commonwealth of Massachusetts, United States of America, excluding choice of law principles, shall govern all issues relating to use of the Site and the Materials. By using the Site, you agree that any dispute, legal action or proceeding between us that concerns or relates in any way to the Site, Material, links or any information relating to the foregoing shall be brought in federal or state court, as applicable, in the County of Suffolk, Commonwealth of Massachusetts, U.S.A.
- 7.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, INCLUDING NEGLIGENCE, SHALL TSG, ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN PROVIDING THE SITE, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA, SOFTWARE OR HARDWARE, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SITE, THE MATERIAL, ANY TSG PRODUCT OR SERVICE, OR ANY OTHER HYPERLINKED WEBSITE, OR ANY DAMAGES RESULTING FROM THE USE OF OR RELIANCE ON THE SITE AND/OR THE MATERIAL PRESENTED, EVEN IF TSG HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
- 7.2 ALL MATERIAL PROVIDED ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TSG DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE INTERNATIONAL CONVENTION FOR THE SALE OF GOODS, THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT ARE EXPRESSLY DISCLAIMED.
- 8.1 YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TSG, ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN PROVIDING THE SITE AND/OR MATERIALS, FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DAMAGES, COSTS, OR OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT ARISE DIRECTLY OR INDIRECTLY FROM: (A) USE OF THE SITE AND/OR THE MATERIAL, (B) BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND/OR (C) YOUR SUBMISSIONS AND/OR POSTINGS TO THE SITE.
9. Digital Millennium Copyright Act Compliance
- 9.1 If you have copyright concerns about any Materials or other content posted on the Site, please let us know. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512). If you have any complaints or objections to Material or other content posted on the Site, please contact our Designated Agent (“Notice”):
- Daniel James Perez/In-House Counsel
TSG Solutions, Inc.
2701 Loker Ave. West, Suite 110
Carlsbad, CA 92010
- 9.2 To be effective, the Notice must include the following:
- • A physical or electronic signature of the owner or a person authorized to act on behalf of the owner (“Complaining Party”) of an exclusive right that is allegedly infringed;
- • Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on our Site are covered by a single notification, a representative list of such works at that site;
- • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit TSG to locate the material;
- • Information reasonably sufficient to permit TSG to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
- • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- • A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10. Termination and Survival; Miscellaneous
- 10.1 Some of the provisions of this Agreement are for the benefit of TSG, its officers, directors, employees, agents, subsidiaries, affiliates, suppliers, and any third-party information providers. Each of these persons or entities shall have the right to enforce these provisions directly against you on its own behalf if you violate any of the terms or conditions of this Agreement.
- 10.2 TSG’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provisions of this Agreement. TSG may assign its rights and duties under this Agreement to any party at any time without notice to you.
- 10.3 This Agreement may be terminated by either party at any time, without notice to the other party.
- 10.4 In the event of breach of these terms, TSG may immediately terminate your access to and your use of the Site and the Materials.
- 10.5 Obligations and duties arising under these terms, which by their nature extend beyond the termination of this Agreement, shall survive any termination , and include, but are not limited to those set forth in Article 1, 2, 3, 4, 5, 6, 7, 8, and 10.