Terms of use
Last updated on 01.02.2021
Please read these Terms of Service (“Terms”) carefully. TDM Systems, Inc. (“TDM”, “we”, “us” or “our”) provides online services to manage production equipment (e.g. cutting tools, fixtures, gauges, machines) including related graphics and models. (“Platform”) accessible via our website located at www.tdm-cloudline.com (“Website”). These Terms are a binding electronic contract between you, on behalf of yourself and the entity that you represent, and TDM. By accessing, or using the Platform or otherwise registering to use the Platform made available by or on behalf of TDM, you agree to be bound by these Terms. These Terms affect your legal rights and obligations, so if you do not agree to these Terms, do not use the Platform.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND TDM WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Privacy Policy
Your privacy is important to us. The TDM Privacy Policy is incorporated into these Terms by reference. By accepting these Terms, you agree to the collection, use, and sharing of your information, including the content you upload to the Platform, through the Platform in accordance with the TDM Privacy Policy (“Privacy Policy”).
Modifications to these terms
We may, at our sole discretion, revise these Terms from time to time. The most current version of these Terms will be made available to you within the Platform. If we make material changes to these Terms, we will notify you via email or within the Website or Platform by posting a conspicuous notice prior to the effective date of the changes. You may be required to opt-in to the revised Terms to continue to access the Platform. By continuing to access or use the Platform after those changes become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you may cease use of the Platform or otherwise terminate your account as set forth below.
Platform
We reserve the right to modify the Platform for any reason, at any time, and without liability to you, provided that the Platform’s functionality is not substantially modified. We have no responsibility or liability for anything related to any image or model that you may create using the Platform. Our Platform only provides functionality for you to create, modify and manage your production equipment data and we have no obligation, responsibility or liability for any design or production. Additional information regarding the Platform and its functionality is available on our Website.
We strive to have uptime for the Platform at a minimum of 98% of the time and will use commercially reasonable efforts to inform you when the Platform will be down for maintenance.
Platform access
You may access certain features and functions of the Platform without charge and without registering with us to access the Platform (“Free Platform”). If you elect to use the Free Platform, you will not have access to all features and functions of the Platform. You may elect to register with us to open an account (“Account”). If you elect to register for an Account (“Registered Platform”), you will be required to provide us (1) your company name, (2) your name, (3) company address, (4) your email address. If you register for an Account to access the Registered Platform, you will be entitled to access additional features and functions.
You may also elect to register for additional payable features and functionality of the Platform. If you elect to register your Account for access to payable features and functions, we will also collect payment information necessary to process your payment. For access to the payable features and functions, you will also be required to select your billing term. Access to the payable features and functions may be available for (1) a defined, limited period of time (e.g. one-month or one-year term), or (2) a perpetual term, subject to processing of your applicable monthly or yearly payment.
You must be at least 18 years old to register an Account with us or otherwise use the Platform in any capacity. Information that we collect during any registration or use of the Platform will be used as set forth in our Privacy Policy.
With the limited exception of individuals that are expressly authorized by their respective employers or business clients to create Accounts on behalf of their respective employers or clients, TDM prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself. If you do create an Account or otherwise use the Platform on behalf of an entity, you represent that you have the ability to bind such entity. You also represent that all information you provide to TDM upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
Your application to open an Account is an offer on your part to enter into a contract, which offer TDM may reject. Furthermore, we reserve the right to refuse access to the Platform to anyone for any reason at any time.
Fees
Activation of an Account for access to the payable features and functions is conditioned upon your payment in full of the then-current registration fees, if any. Current fees for access to the payable features and functions are posted on our Website and may change from time to time without notice to you.
Payments and fees are non-refundable and must be received in full prior to activation of your Account and access to the payable features and functions. We have no responsibility or liability if the applicable financial institution declines your payment, however, we will notify you if your payment is declined.
Fees for any defined, limited period of time of access (e.g. one-month or one-year term) to the payable features and functions are charged in advance of access to the payable features and functions and fees for access to the payable features and functions on a perpetual term are charged in advance (e.g. on a yearly or monthly basis).
Taxes
TDM will pass through and/or charge you any applicable sales or transaction taxes arising from your use of or registration for the Platform. Taxation for the provision of this type of cloud computing service is rapidly evolving. As a result, TDM reserves the right to change the manner in which it calculates such taxes to meet changing tax obligations without notice. If TDM discovers that taxes were computed or collected incorrectly, you will be obligated to remit such additional taxes found to exist to TDM upon demand.
Use of your account
If you elect to set up an Account, you do not have any ownership or other property interest in your Account. Your Account and all rights in your Account are owned by TDM. However, subject to your compliance with these Terms, you are allowed to use your Account as set forth in these Terms. You may not sell, transfer, license or assign your Account, username, or any Account rights. You are responsible for keeping your password secret and secure.
You are responsible for any activity that occurs through your Account and any data charges and/or 3-rd party charges you incur through use of the Platform. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, works of authorship, applications, links and other content or materials that you submit or otherwise use via the Platform (collectively, “Content”). We may, but have no obligation to, remove, edit, block, and monitor Content or accounts containing Content that we determine, in our sole discretion, violates these Terms. You understand and agree that TDM cannot and will not be responsible for the Content submitted to the Platform and you use the Platform at your own risk. BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM.
Prohibited uses
In addition to the other restrictions outlined in these Terms, you agree that you will not:
- Use the Platform for any purpose that is illegal, unauthorized, beyond the scope of its intended use, or engage in, encourage, promote, advocate or assist any third party in any activity that violates these Terms or is otherwise prohibited in these Terms or the terms of any third party that govern a particular Platform;
- Interfere with or disrupt servers or networks used by TDM to provide the Platform or used by other users to access the Platform, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Platform;
- Intercept, examine, monitor or otherwise observe any proprietary communications protocol used by a device, a client or a server communicating with the Platform, whether through the use of a network analyzer, packet sniffer or other device or software, unless expressly authorized by the company;
- Use any robot, bot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Platform or to extract data;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Platform or circumvent measures employed to prevent or limit access to any area, content, or source code of the Platform;
- Use or attempt to use another user’s account without authorization or otherwise impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Attempt to compromise any security measures or circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Platform that you are not authorized to access;
- Attempt to represent in any manner that you have a relationship of any kind with us or that we have endorsed you or any products or services without our express written consent to do so;
- Submit or use any Content that is unlawful or otherwise infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
- Reproduce, duplicate, copy, buy, sell, trade, resell or exploit for any commercial purpose any portion of the Platform, including your Account, Company Materials or access to or use of the Platform or Company Materials without our prior written consent; and
- Develop any third party applications that interact with the Platform or Company Materials without prior written consent from TDM.
Term and termination of your account
The term of these Terms will commence upon the earlier of (i) your access to the Platform or (ii) if you elect to register an account, our activation of your account. These terms will continue until you cease all access to the Platform.
You can deactivate your TDM account within the settings of the Platform or by requesting the deactivation of your account at: support@tdm-cloud.com. Your account will also terminate or restricted, if you do not authorize the payment of any necessary fees for your account tied to the payable features and function, or if your payment is not authorized by your applicable financial institution for the necessary payment.
We reserve the right to terminate the Platform or your access (including any Account connected thereto) to the for any reason, at any time, and without liability to you, unless you have registered for payable features and functions. Take note that we will deactivate inactive accounts on a regular basis, with or without prior notice. We may also terminate your access to the Platform if we believe you have materially breached these terms or your use of the Platform otherwise presents any legal or other risk to TDM or any third party.
Upon termination, all access and other rights granted to you in these Terms will immediately cease and your Content and any models you may have generated using the Platform will no longer be accessible through your account.
Content ownership, your content
TDM does not claim ownership of your Content. As between you and TDM, you retain ownership of any intellectual property rights that you hold in your Content. By posting Your Content to or through the Platform, you are granting TDM the right and ability to use, reproduce, modify, adapt, edit, publish, create derivative works from, distribute, perform, promote, exhibit, and display your Content as necessary to make your Content available to you through the Platform.
TDM Systems Materials
Unless otherwise stated, the Platform and all materials contained on or within the Platform are provided by TDM Systems, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, and written and other materials (collectively, “TDM Systems Materials”), as well as their selection and arrangement, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws. Subject to your compliance with these Terms, TDM grants you a limited, nonexclusive, non-transferable ability to access and use the Platform and TDM Systems Materials. This access is revocable at any time as further contemplated by these Terms. You may not:
1. (1) distribute, publicly perform or publicly display any TDM Systems Materials;
2. (2) modify or make any derivative uses of the Platform or TDM Systems Materials, or any portion thereof;
(3) Download any portion of the Platform, TDM Systems Materials, or any information contained therein, except as expressly permitted by the Platform;
(4) copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, TDM Systems Materials, the Platform, the Application the Website or any related software, except as expressly stated in these Terms; or
(5) use TDM Systems Materials in any manner except as necessary to use the Platform as provided by TDM. TDM does not grant you any other right or license to use the TDM Systems Materials. Unauthorized use of TDM Systems Materials is a violation of these Terms, which may result in the termination of your Account, and may constitute a violation of applicable federal and state laws. TDM maintains full rights to any information or data collected on this Website or via the Platform (excluding your Content), and may freely collect, use and disclose such information unless prohibited by the Privacy Policy or applicable law.
Feedback
You agree that submission of feedback, suggestions, ideas, or other information or materials regarding TDM or the Platform that you provide, whether by email or otherwise (“Feedback”) is at your own risk and that TDM Systems has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. If you elect to provide Feedback to TDM, you understand and agree that TDM may use such Feedback and you provide TDM an irrevocable right and ability to reproduce, perform, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit any and all Feedback whether or not in connection with the operation and maintenance of the Service. In the event TDM elects to use any Feedback you provide, it may do so without any obligation to compensate you or provide you credit.
Disclaimer of warranties
THE PLATFORM, INCLUDING, WITHOUT LIMITATION, COMPANY MATERIALS, AND ANY WEBSITE USED TO ACCESS THE SAME, ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TDM, OUR SHAREHOLDERS, EMPLOYEES, MANAGERS, OFFICERS, AND AGENTS, (COLLECTIVELY, THE "TDM PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) THE COMPANY MATERIALS, INCLUDING ANY WEBSITE; (C) CONTENT OR THIRD PARTY CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO TDM OR VIA THE PLATFORM. IN ADDITION, THE TDM PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE TDM PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE TDM PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE TDM PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE TDM PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS. THE TDM PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
REGISTRANT WARRANTY
YOU WARRANT AND REPRESENT THAT YOU WILL COMPLY AT YOUR EXPENSE WITH ALL FEDERAL, STATE, FOREIGN, AND LOCAL STATUTES, RULES, REGULATIONS, ORDINANCES, DIRECTIVES, AND ORDERS OF ANY GOVERNMENTAL BODY OR AGENCY THAT APPLY TO YOU OR YOUR BUSINESS OR USE OF THE PLATFORM.
Indemnification
BY AGREEING TO THESE TERMS YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ANY AND ALL TDM PARTIES FROM AND AGAINST ANY AND ALL CHARGES, CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’CFEES) INCURRED AS A RESULT OF OR ARISING FROM ANY CLAIM, COMPLAINT, ALLEGATION, LAWSUIT OR DEMAND ARISING OUT OF OR RELATING IN ANY WAY TO (A) YOUR ACCESS TO OR USE OF THE PLATFORM; (B) YOUR CONTENT OR ANY CONTENT POSTED, UPLOADED, USED, DISTRIBUTED, STORED, OR OTHERWISE TRANSMITTED THROUGH YOUR ACCOUNT; (C) YOUR VIOLATION OF THESE TERMS; (D) YOUR VIOLATION OF THE RIGHTS OF ANOTHER, INCLUDING WITHOUT LIMITATION, ANY INTELLECTUAL PROPERTY RIGHT, PUBLICITY, CONFIDENTIALITY, PRIVACY, OR PROPRIETY RIGHT; OR (E) YOUR VIOLATION OF ANY STATUTES, CODES, ORDINANCES, LAWS, RULES, REGULATIONS, INCLUDING WITHOUT LIMITATION, ALL REGULATORY, ADMINISTRATIVE, AND LEGISLATIVE AUTHORITIES.
Limitation of Liability
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL TDM OR THE TDM PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM (A) THE USE OF, OR INABILITY TO USE, THE PLATFORM; (B) THE PROVISION OF THE PLATFORM OR ANY MATERIALS AVAILABLE THEREIN; OR (C) THE CONDUCT OF OTHER USERS OF THE PLATFORM, EVEN IF TDM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM. YOUR ONLY REMEDY AGAINST TDM FOR DISSATISFACTION WITH THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL TDM’S LIABILITY TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THESE TERMS OR YOUR USE OF THE PLATFORM OR ANY CONTENT OR COMPANY MATERIALS, EXCEED THE FEES PAID BY YOU TO TDM IN THE PREVIOUS SIX (6) MONTHS, EVEN IF SUCH AMOUNT SHOULD FAIL OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
Third party sites and materials
There may be links from the Platform, or from images or content within the Platform, to third party websites or features. We do not control, maintain or endorse any content or materials provided by any third party. If you choose to access such third party websites or materials you do so at your own risk. We encourage you to visit the terms and policies applicable to such websites and materials.
Dispute resolution
Arbitration Agreement; Class Waiver; Waiver of Trial by Jury
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH TDM AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Applicability of arbitration agreement
All claims and disputes between the parties that cannot be resolved informally must be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”). Notwithstanding the foregoing, in the event of any actual, alleged or threatened violation of confidentiality or violation of the other party’s intellectual property or other proprietary rights, the non-breaching party may immediately resort to court proceedings in a court of competent jurisdiction as set forth below in order to seek immediate equitable relief without posting of a bond, proof of damages or other similar requirement. This Arbitration Agreement applies to you and TDM, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Platform provided under the Terms.
The arbitration proceeding will be administered by the International Chamber of Commerce (“ICC”) pursuant to its Rules of Arbitration before an arbitrator selected by and pursuant to the rules of the ICC. Any final award may be filed and enforced in any court of competent jurisdiction. The parties shall share equally in the costs assessed for the arbitration. Any such arbitration will take place at a location within the United States federal judicial district identified below and will apply the substantive law set forth below. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION.
The decision of the arbitrator will be a final and binding resolution of the dispute. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1–16. Judgment upon the award may be entered in any court having jurisdiction.
Continuance
This provision will survive the termination of your relationship with TDM.
Time limitation on claims
You agree that any claim you may have arising out of or related to your relationship with TDM must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
Forum and venue
A lawsuit, if any, by you or TDM against the other will occur in state or federal court in Cook County, Illinois. You and TDM agree that the jurisdiction and venue of these courts is exclusive.
Applicable law
Any dispute between you and TDM will be governed by the laws of the State of Illinois and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.
Severability
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Entire agreement
These Terms, together with the Privacy Policy, supersede all prior understandings regarding the Platform and represent the complete agreement between you and TDM. These Terms do not create or confer any third-party beneficiary rights. We may, at our sole discretion, change or modify these Terms at any time. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Platform, or updating the “Last Updated” date above. Your continued use of the Platform will confirm your acceptance of the updated Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Service. If you do not agree to the revised Terms, you must stop using the Platform and delete your TDM account.
Contacting us
If you have any other questions or concerns regarding these Terms, please contact us by email at or by mail at:
TDM Systems, Inc.
1901 North Roselle Rd. Suite 800
Schaumburg, IL 60195, USA