TERMS OF SERVICE
Updated date: February 1st, 2016
We provide online services over the Internet and mobile
applicationsTSP-CONNECTTSP-CONNECT. The TSP-CONNECTServices are
provided for use in conjunction with various Internet-connected devices
("Products").
These
Terms of Service ("Terms") govern your access to and use of the TSP-CONNECTTSP-CONNECT
Service, including through the Products. PLEASE READ THESE TERMS CAREFULLY. If you do not agree with these terms, do
not register or use any TSP-CONNECT Service.
1.
No Life-Safety or Critical Uses of the TSP-CONNECT Services
You acknowledge and agree that the TSP-CONNECT
Service and TSP-CONNECT products are not certified for emergency response. We
makes no warranty or representation that use of the TSP-CONNECT Service or
Products with any third-party product or service will affect or increase any
level of safety or security. The TSP-CONNECT Service and Products are not a
third-party monitored emergency notification system -- We will not dispatch
emergency authorities to your home in the event of an emergency. All life threatening and emergency
events should be directed to appropriate response services.
2.
Electronic Contracting and Messaging
By using the TSP-CONNECT Services, registering the Product, creating an online account for the TSP-CONNECT Service
("Account"), or engaging in any transactions via the TSP-CONNECT Services, you are
agreeing to these Terms and our Privacy Statement. You agree that when you use your login
credentials or click on any "I Agree" button when using the TSP-CONNECT Service, you
affirmatively consent to conduct business electronically with us, and such
credentials and processes have the same force and effect as your written
signature. You agree and consent to
us sending you disclosures, messages, notices, and other communications,
including direct marketing text messages, to your designated mobile phone and
email account.
3.
These Terms May Change
We reserves
the right to make changes to these Terms over time. We will notify you through
the TSP-CONNECT Service or via email if we make material modifications. Continued use
of the TSP-CONNECT Service following this notice will indicate your acknowledgment and
agreement to be bound by the revised Terms.
4.
Relationship to Product Warranty
These Terms govern your use of TSP-CONNECT Service.
Your purchase of any Product is governed by the limited warranty provided with
that Product.
5.
Eligibility
You are prohibited from registering a
Product for use with the TSP-CONNECT Service or from using the TSP-CONNECT Service unless you are 18 years of age or
older, if individual, or, have obtained the authorization, if company. You may not use the TSP-CONNECT Service where prohibited by applicable
law. We also do not knowingly
collect any information from children under the age of 13. If you are not 18 years of age or older,
you must have your parent or legal guardian register a Product or create an
Account to use the TSP-CONNECT Service. Please contact us if you believe your
child has provided us with personal information in connection with the TSP-CONNECT
Services.
6.
Creating an Account
To use your Product via TSP-CONNECT Services,
you are required to create an Account.
You represent and warrant that: (i) all required registration
information you submit is truthful, accurate and complete; (ii) you will
maintain the accuracy, security, and confidentiality of such information; and
(iii) your use of the TSP-CONNECT Service does not violate any applicable law or regulation. You have no
right to transfer your Account to any other individuals in any manner. We are
not liable for any loss or damages arising from your failure to maintain the
confidentiality of your Account.
7.
System and Equipment Requirements
Use of certain Products or discrete
functionality may require Internet access and registration to the TSP-CONNECT Service.
You must have the necessary hardware, software, and Internet access needed to
register and use the Product with the TSP-CONNECT Service. TSP-CONNECT Service will not be accessible without: (i) a working Wi-Fi network that is positioned to communicate
reliably with our Products; (ii) a mobile device with Android OS or Apple
iOS to pair the Products with its nearby Wi-Fi network; (iii) an Account; (iv)
always-on broadband Internet access; and (v) other system elements that may be
specified by TSP-CONNECT in
connection with specific Product. In addition, you acknowledge that TSP-CONNECT may activate Bluetooth or Wi-Fi services on
your device, with or without prior notification, in order to facilitate proper
registration of the Product, and connectivity and registration to the TSP-CONNECT Service.
8.
Changes to TSP-CONNECT Services
TSP-CONNECT may change,
upgrade, discontinue, or temporarily suspend any feature or component of the TSP-CONNECT Service at any time without notice. TSP-CONNECT cannot guarantee
and makes no warranties that any software updates can be implemented on any
Product or that changes to the TSP-CONNECT Service will operate as
intended. You acknowledge that you may be required to install software updates
to use the TSP-CONNECT Services with your Product, and you agree to
promptly install such updates we provide.
You are solely liable for any
losses arising from a failure to timely implement such updates.
9.
Term and Termination
These Terms will remain in full force and effect as long as you
continue to access or use the TSP-CONNECT Service. If you transfer an TSP-CONNECT Product to a
new owner, your right to use the TSP-CONNECT Service with respect to that
Product automatically terminates, and the new owner will have no right to use
the Product or TSP-CONNECT Service under your Account. Upon termination of
your Account, your right to use the TSP-CONNECT Service will automatically
terminate and we may delete Your Content and other information related to your
Account at the end of your subscription period. You
may cancel your Account at any time.
10.
License
Subject to your compliance with these
Terms, we grants you a revocable, limited, non-exclusive, non-transferable,
non-sub-licensable license to install and use (a) our mobile applications
("Mobile Apps"), and (b) any embedded firmware in the Product and updates
("Other Software"), in each case solely in connection with your personal,
non-commercial use of the Product and the TSP-CONNECT Service. You may only use the Mobile Apps on
devices that you own, lease, or otherwise control. No other licenses or
rights are granted to you by implication or otherwise under any intellectual
property rights owned or controlled by us or our licensors.
11.
License Restrictions
Unless as expressly permitted in these
Terms, you agree not to, and you will not permit others to, (i) license,
sublicense, assign, convey or transfer, the rights and licenses granted
hereunder; (ii) publish, display, disclose, sell, rent, lease, store, loan,
distribute, transmit, publicly display or perform, co-brand, frame, host,
outsource, or otherwise commercially exploit the TSP-CONNECT Service, including the Mobile Apps and Other
Software (collectively, the "Software"), (iii) copy or reproduce the TSP-CONNECT
Service or Software or any part thereof, in any form; (iv) remove or alter any
trademark, logo, copyright or other proprietary notices, legends, symbols or
labels in the Software or TSP-CONNECT Services; (v) use the Software and TSP-CONNECT Service in any fashion that may infringe any
patent, copyright, trademark, trade secret, or any other intellectual property
or proprietary right of TSP-CONNECT, its third-party providers, or any other third-party; (vi) modify,
translate, adapt, disassemble, reverse engineer decompile, reverse compile, or
create compilations or derivative works of, the Software, TSP-CONNECT Service, or any part thereof (except to the
extent applicable laws specifically prohibit such restriction), or (vii) use
the Software or TSP-CONNECT
Service for any service bureau, time-sharing, resale or similar purposes.
We reserve all rights and licenses in and
to the Software not expressly granted to you under these Terms.
12.
Access to TSP-CONNECT Services
You may only access and use the TSP-CONNECT Service
solely for the purpose of (a) operating, managing, monitoring, and maintaining
the Products, (b) viewing, sharing, and storing video, audio, and other content
captured and transmitted by the Products to the TSP-CONNECT Service, and (c) to subscribe to TSP-CONNECT Services, manage your Account and
preferences, and maintain your registration data.
When using the TSP-CONNECT Service, you shall not:
.
disrupt,
interfere with, violate the security of, or attempt to gain unauthorized access
to, the TSP-CONNECT Service or any computer network;
.
circumvent any technological measure implemented by TSP-CONNECT or any of TSP-CONNECT's providers or any other third party
(including another user of the TSP-CONNECT Service) to protect the TSP-CONNECT Service;
.
upload,
transmit, distribute, or run any computer virus, worm, Trojan horse, or any
computer code that could damage or alter a computer, portable device, computer
network, communication network, data, the TSP-CONNECT Service, or any other
system, device or property;
.
run Maillist,
Listserv, or any form of auto-responder or "spam" on the TSP-CONNECT Service;
.
attempt, in any
manner, to obtain the password, account, credentials, or other security
information from any other user; or
.
jeopardize the
security of your Account or anyone else's account (for example, by allowing
another individual to login into the TSP-CONNECT Service as you).
13.
Content
You may elect to display, share, email,
or otherwise make available (collectively, "Submit") text, graphics,
photographs, video, images, audio, and other works of authorship via the
Product or directly into the TSP-CONNECT Services, including for storage and sharing
with third parties online ("Your Content"). When you post Your Content in publicly
accessible sections of the TSP-CONNECT Service or third party social networking sites via the TSP-CONNECT Services, such content will be accessible
and viewed by others. You are
solely responsible for Your Content submitted through the TSP-CONNECT Service, and we will not be liable for any errors or
omissions in Your Content.
We may also make available on the TSP-CONNECT Services
text, graphics, photographs, video, images, illustrations, audio, music,
commentary, and other works of authorship it owns or from other users of the TSP-CONNECT Services, are protected by copyright,
trademark, patent, intellectual property, and other laws of the United States
and foreign countries. You may access and view Content solely for personal use
and consumption, and are prohibited from copying, selling, renting,
distributing (including through digital distribution), publicly performing
(including through digital performance), marketing, making derivative works, or
otherwise exploiting such Content without prior written consent.
We make no
endorsement, representation or warranty of any kind about Your Content or our Content,
or any information, services or recommendations accessed through the TSP-CONNECT Service. We are not responsible for the accuracy, reliability,
effectiveness, or correct use of information you receive through the TSP-CONNECT Service.
You agree that all Your Content and our Content accessed by you
using the TSP-CONNECT Service is at your own risk and you will be solely
responsible for any damage or loss to any party resulting therefrom. You hereby
release us from all liability for you having acquired or not acquired Your
Content or our Content through the TSP-CONNECT Service.
By making Your Content available on or
through the TSP-CONNECT Service you
grant to us a non-exclusive, transferable, sub-licensable, worldwide, royalty-free,
perpetual, irrevocable right and license to use, copy, modify, publicly
display, publicly perform and distribute Your Content in connection with
operating and providing the TSP-CONNECT Service to you. We also have the right to reformat, creative derivative
works of, excerpt, translate, modify, or otherwise change any of Your Content
for storage and viewing via the TSP-CONNECT Services. When you post or
share Your Content for public viewing, you grant us the right and license to
copy, distribute, license, market, perform, display, distribute, exploit, and
create derivative works of Your Content without any restriction or compensation
to you, in any medium or via any channel now known or later discovered. Such
licenses and rights shall be sub-licensable.
You represent and warrant that you own
Your Content or that you have all rights necessary to Submit Your Content in
the manner in which you choose and to grant us a license to use Your Content as
described in these Terms.
You warrant, represent, and agree that
Your Content and the use and provision of Your Content on the TSP-CONNECT Service as
provided in these Terms will not: (i) infringe, misappropriate or violate a
third party's patent, copyright, trademark, trade secret, or other intellectual
property rights, or rights of publicity or privacy, or other rights; (ii)
violate, or encourage any conduct that would violate, any applicable law,
statute, regulation, or ordinance, or would give rise to civil liability; (iii)
be fraudulent, false, misleading, deceptive, defamatory, tortuous, obscene,
harmful, pornographic, vulgar, offensive, or otherwise objectionable; (iv)
promote discrimination, racism, hatred, harassment or harm against any
individual or group; (v) be violent, threatening, abusive, or promote violence
or actions that are threatening or abusive to any person or entity; or (vi)
promote illegal or harmful activities or substances.
All comments, suggestions, feedback, or ideas Submitted by you about
the TSP-CONNECT Service are our property and we may access, copy, modify,
redistribute, publish or otherwise use them for any purpose and in any way
without due compensation to you. We do not waive any right to use similar ideas
previously known to us or developed by us.
14.
Limitations of TSP-CONNECT Services
The TSP-CONNECT Service is intended to
be accessed and used for non-time-critical information and control of Products.
While we strive for the TSP-CONNECT Service to be highly
reliable and available, it is not intended to be reliable or available 100% of
the time. The TSP-CONNECT Service is subject to
sporadic interruptions and failures for a variety of reasons beyond our
control, including Wi-Fi intermittency, service provider uptime, mobile
notifications and carriers, among others. You acknowledge these limitations and
agree that we are not responsible for any damages allegedly caused by the
failure or delay of the TSP-CONNECT Service to reflect current
status of the Product, notifications, or timing of Your Content.
The TSP-CONNECT Service may be suspended
temporarily without notice for security reasons, system failure, maintenance
and repair, updates, adjustments, or other circumstances. You acknowledge and
agree that you will not be entitled to any refund or rebate for any such
suspension. We do not offer any specific uptime guarantee for the TSP-CONNECT
Service. Ww are not liable for any losses arising from a suspension of the TSP-CONNECT
Service.
All information
concerning the TSP-CONNECT Service and use of the Product with the TSP-CONNECT Service is provided "as is" and "as available". We do not guarantee that this information is correct or
up to date. Accessing the information through the TSP-CONNECT Service is not a
substitute for direct access to the information in or on the Product itself.
Although we care about the security, integrity, and
availability of Your Content and personal information, we cannot guarantee the
security of your personal information. You acknowledge that you provide Your
Content and your personal information at your own risk.
15.
Limitations of the TSP-CONNECT Service Due to Reliance on Third
Parties
The TSP-CONNECT Service relies on certain third party products and
services. For example, some aspects of the TSP-CONNECT Service such as
data storage, synchronization, and communication are enabled by Amazon Web
Services. As another example, we rely on mobile operating system vendors and
mobile carriers to enable mobile device notifications through the TSP-CONNECT Service. These third party products and services
are beyond our control, and their operation may not operate in a reliable
manner or be available 100% of the time. TSP-CONNECT is not responsible
for any damages and losses due to the operation of these third party products
and services.
You further
acknowledge that you are responsible for all fees charged by your ISP and
carrier in connection with your access to and use of the TSP-CONNECT Service and access to your Products. You also
acknowledge that you are responsible for compliance with all applicable
agreements, terms of use/service, and other policies of your ISP and carrier.
You acknowledge and
agree that the availability of the Mobile Apps is dependent on the third party
web services from which you download the Mobile Apps for example, the Android
app market from Google or the App Store from Apple (each an "App Store"). You
acknowledge that these Terms are between you and us and not with an App
Store. Each App Store may have its own terms and conditions to which you must
agree before downloading Mobile Apps from that App Store. You agree to comply
with, and your license to use the Mobile Apps, is conditioned upon your
compliance and agreement with such App Store terms and conditions. To the
extent such other terms and conditions from such App Store are less restrictive
than, or otherwise conflict with, the terms and conditions of these Terms, the
more restrictive or conflicting terms and conditions in these Terms apply.
16.
Third-Party Website Links and Referrals
The TSP-CONNECT Service may contain links to other sites operated
by third parties ("Third Party Sites") and referrals to third party vendors
("Referred Vendors"). Such Third Party Sites and Referred Vendors are not under
our control. We provides these links and referrals only as a convenience and we
do not review, approve, monitor, endorse, or make any representations or
warranties with respect to such Third Party Sites or Referred Vendors for these
products and services. We encourage you to review all applicable agreements,
terms of use/service, and other policies of these Third Party Sites and
Referred Vendors.
17.
Release Regarding Third-Parties
TSP-CONNECT is not responsible for third parties or their
products and services, including, without limitation, any third party products
and services that enable the TSP-CONNECT Service, equipment,
ISPs, carriers, the App Stores, Third Party Sites, and Referred Vendors.
WE HEREBY DISCLAIMS AND YOU HEREBY DISCHARGE, WAIVE
AND RELEASE US AND ITS LICENSORS AND SUPPLIERS FROM ANY PAST,
PRESENT, AND FUTURE CLAIMS, LIABILITIES, AND DAMAGES, KNOWN OR UNKNOWN, ARISING
OUT OF OR RELATING TO YOUR INTERACTIONS WITH SUCH THIRD PARTIES AND THEIR
PRODUCTS AND SERVICES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN
CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY
WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
18.
Indemnity
You agree to defend,
indemnify, and hold us, its directors, officers, employees, shareholders,
affiliates, contractors, agents, licensors, and suppliers harmless from any
damages, liabilities, claims, demands, losses, or expenses, including
attorneys' fees, made by any third party due to or arising out of or in
connection with (i) your use of the TSP-CONNECT Service and
Product; (ii) your violation of these Terms; (iii) Your Content, and (iv) your
violation of any law or the rights of any third party. We will use reasonable
efforts to notify you of any such claim, action or proceeding upon becoming
aware of it.
19.
WARRANTY DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE TSP-CONNECT SERVICE (I.E. THE WEBSITE, THE MOBILE APPS, SUBSCRIPTION SERVICES, AND
SOFTWARE) ARE PROVIDED FOR YOUR CONVENIENCE, "AS IS", AND "AS AVAILABLE" WITH
ALL FAULTS AND ERRORS, AND US AND OUR SUPPLIERS AND LICENSORS
EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS, AVAILABILITY, DATA SECURITY, AND ANY WARRANTIES ARISING OUT
OF COURSE OF DEALING OR USAGE OF TRADE.
WE
DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT, SOFTWARE OR SERVICE ADVERTISED OR PROVIDED BY A
THIRD PARTY THROUGH OR IN CONNECTION WITH THE TSP-CONNECT SERVICE (INCLUDING, BUT NOT LIMITED TO,
CLOUD SERVICES) OR ANY HYPERLINKED WEBSITE OR SERVICE.
WE MAKE
NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE
SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT
COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH
THE TSP-CONNECT SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES
REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR
PURCHASED THROUGH THE TSP-CONNECT SERVICE.
YOU ACKNOWLEDGE THAT THE USE OF THE TSP-CONNECT SERVICE SHALL BE CONNECTED WITH THE INTERNET, AND USE SHALL BE WHOLLY
AT YOUR OWN RISK. WE DO NOT REPRESENT OR GUARANTEE THAT THE TSP-CONNECT SERVICE WILL BE FREE FROM LOSS, CORRUPTION, CYBER ATTACK, VIRUSES,
INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND WE DISCLAIM ANY LIABILITY RELATING THERETO.
SURVEILLANCE, DATA PROTECTION, AND PRIVACY LAWS
VARY BY JURISDICTION AND MAY IMPOSE CERTAIN RESPONSIBILITIES ON YOUR USE OF THE
TSP-CONNECT SERVICE. YOU ACKNOWLEDGE
AND AGREE THAT YOU (AND NOT US) WILL BE RESPONSIBLE FOR ENSURING THAT
YOU COMPLY WITH APPLICABLE LAWS WHERE YOU LIVE AND THAT WE SHALL NOT BE LIABLE IN THE EVENT THAT THE TSP-CONNECT SERVICE IS USED FOR ILLEGAL PURPOSES, INCLUDING, WITHOUT LIMITATION:
NON-CIVIL USE; RECORDING OR SHARING VIDEO OR AUDIO CONTENT THAT IS NOT IN
CONFORMANCE WITH APPLICABLE LAW; FAILURE TO COMPLY WITH NOTICE AND CONSENT
LAWS; INFRINGEMENT OF THIRD PARTY RIGHTS; USE IN CONNECTION WITH MEDICAL
TREATMENT, OR OTHER SITUATIONS WHERE THE TSP-CONNECT SERVICE FAILURE COULD LEAD TO DEATH OR
PERSONAL INJURY.
20.
LIMITATIONS ON LIABILITY
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL US, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES,
CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR
INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOST DATA OR CONTENT, DOCUMENTATION, OR PROFITS, SERVICE
INTERRUPTION, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY TO USE
THE TSP-CONNECT SERVICE, PRIVACY LEAKAGE, OR ANY OTHER LIABILITIES OR LOSSES CAUSED BY
THE TSP-CONNECT SERVICE OR BY FAILURES OF THE TSP-CONNECT SERVICE, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL
CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE TSP-CONNECT SERVICE,
WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER
LEGAL THEORY,
EXCEED THE FEES ACTUALLY PAID BY YOU TO US OR OUR AUTHORIZED RESELLER FOR THE TSP-CONNECT
SERVICE IN THE PRIOR 6 MONTHS (IF ANY) IMMEDIATELY PRECEDING THE DATE OF THE
MOST RECENT CLAIM. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY
THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. WE DISCLAIM ALL LIABILITY OF ANY KIND OF
OUR LICENSORS AND SUPPLIERS.
THE
EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
21.
Dispute Resolution
You agree that
these Terms and any claim, dispute, action, cause of action, issue or request
for relief between you and US arising out of
or relating to these Terms or the TSP-CONNECT Service
(collectively, "Disputes") will be governed by and construed in accordance with
the laws of the State of California, without giving effect to any conflict of
laws principles that may provide the application of the law of another
jurisdiction.
If a Dispute arises between you and US, our goal is to learn about and address your
concerns. You agree that you will notify US about any Dispute you have with US regarding these Terms or our Products or
Services. We'll try to resolve the Dispute
informally by contacting you through email. If a Dispute is not resolved within
90 (ninety) days after submission, you or us may bring a
formal proceeding.
22.
Binding Arbitration
You and US agree to submit to binding arbitration all
disputes and claims arising out of or relating, in any way, to these Terms or
any of the TSP-CONNECT Services, on an
individual and purely bilateral, non-class/non-representative bases. Arbitration on an individual basis is
the exclusive remedy for any claims which might otherwise be brought on a
class, collective or representative basis between you and US. This
agreement will be governed by the laws of the People's Republic of China and
shall be governed by shall be submitted exclusively to the China International
Economic and Trade Arbitration Commission ("CIETAC") in Beijing in accordance
with CIETAC rules , as modified by these Terms. Unless otherwise precluded by law, you
and US shall each separately pay your or its own attorneys' fees and
costs. You agree that if any
provision of this arbitration agreement is held by an arbitrator or a court of
competent jurisdiction to be invalid, unenforceable, or void, that provision
shall be struck from the agreement to arbitrate, and the remainder of the
arbitration agreement shall remain in full force and effect consistent with
applicable law. However, the entire
agreement to arbitrate shall be void if the provisions above waiving or
precluding class arbitration proceedings are found to be invalid,
unenforceable, or void for any reason.
23.
Limitation on Claims
Regardless of
any statute or law to the contrary, any dispute arising out of or related to
your use of the TSP-CONNECT Service must
be filed within one (1) year after the occurrence of the event or facts giving rise to a dispute, or
you waive the right to pursue any dispute based upon such event or facts forever.
24.
Entire Agreement; Waiver; Severability
These Terms constitute the entire and exclusive
understanding between you and US with respect to the
use of the TSP-CONNECT Service, and these terms supersede and replace any and all prior oral or
written understandings or agreements between US and you regarding
the TSP-CONNECT Service. Our failure to enforce
any right or provision in these Terms will not constitute a waiver of such
right or provision or of any other rights or provisions in these Terms. If a
court or tribunal should find that one or more rights or provisions set forth
in these Terms are invalid, you agree that the remainder of the Terms will
remain in full force and effect and that the invalid provision will be
enforceable to the fullest extent permitted by law.
25.
Assignment
You may not assign or transfer these Terms and
any associates rights or obligations, by operation of law, without our prior
written consent. Any attempt by you to assign or transfer these Terms, without
such consent, will be null. We may freely assign or transfer these Terms without
restriction.