TCT Services / Responsibilities.
TCT has the following responsibilities regarding the TCT Portal:
For accounts that are in good standing, TCT will provide access to the TCT Portal for security / compliance engagement management for the Applicants of Client.
TCT reserves the right to update the TCT Portal at its discretion and to add or delete features, from time to time. Unless otherwise specified, the TCT
Portal is provided on a subscription basis and does not constitute the license of any software.
TCT, at its sole discretion, reserves the right to change, modify, amend or otherwise alter this Agreement at any time. As this agreement is updated, it
TCT support is available by submitting a support request via the TCT Portal.
TCT may access your account, including Uploaded Data, to respond to service or technical problems or as stated in this Agreement or as required by
TCT has no obligation to monitor the TCT Portal or any User’s use thereof or retain the content of any User session. However, TCT reserves the right at
all times to access, acquire, use, delete, monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation,
legal process or governmental request, and such action is considered to be authorized by Client.
TCT reserves the right to delete or disable the accounts of Users who TCT believes are infringing the intellectual property rights of others and to
remove any such infringing materials.
Client has the following responsibilities regarding their and their Applicant use of the TCT Portal:
If TCT determines Client or Applicant is using the TCT Portal in a potentially illegal or unethical way, access to the TCT Portal may be terminated
A User Account is required for an individual to access and utilize the TCT Portal. To establish a User Account, the Client must provide to TCT
information about desired Client and/or Applicant User Accounts by providing TCT with current, complete and accurate information. Client may only create
accounts for Applicants where permission to do so has been granted. Client will promptly update such information as appropriate. Should TCT suspect that
any User information is not accurate, current or complete, TCT reserves the right to suspend or terminate the Client’s and/or the Applicant’s usage of the
TCT Portal. Each User must choose a personal, non-transferable password. User accounts cannot be shared or used by more than one individual. User will be
required to change their password periodically.
Each User is solely responsible for any and all activities that occur under their User Account, including ensuring they exit or log-off from the TCT
Portal at the end of each session of use. Each User shall notify TCT immediately of any unauthorized use of their Client and/or Applicant Account or any
User password or any other breach of security that is known or suspected by User. Client agrees to indemnify and hold TCT harmless against any claim and/or
liability resulting from Client and/or Applicant failure to comply with their responsibilities.
Each User, not TCT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all
Uploaded Data / Information, and TCT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any
Except to the extent permitted by applicable law, Client may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble,
disassemble, decompile or otherwise attempt to decipher any code used in connection with the TCT Portal and/or any other aspect of TCT technology. Client
shall not market, offer to sell, sell and/or otherwise resell the TCT Portal to any third party. Client agrees, on behalf of itself and its Users, not to
use the TCT Portal (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid
schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information
or data regarding other users, including email addresses, without their consent; (c) to transmit through or post on the TCT Portal unlawful, harassing,
libelous, abusive, harassing, fraudulent, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another's privacy, vulgar, obscene or
otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (d) to transmit through or post on the TCT Portal
any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e)
transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time
bombs, cancelbots; (f) to interfere with or disrupt servers or networks connected to the TCT Portal or violate the regulations, policies or procedures of
such networks; (g) to attempt to gain unauthorized access to the TCT Portal, other accounts, computer systems or networks connected to the TCT Portal
through password mining or any other means; (h) to harass or interfere with another user’s use and enjoyment of the TCT Portal; (i) to submit to or store
in the TCT Portal any Protected Health Information (PHI) or information protected by the Payment Card Industry Data Security Standards (PCI DSS), or (j) to
make any representations with respect to the TCT Portal or this Agreement (including, without limitation, that TCT is a warrantor or co-seller of any of
Client’s products and/or services). All judgments concerning the applicability of these restrictions and any responses to violations thereof shall be at
the sole and exclusive discretion of TCT.
Except for the subscription rights granted herein, neither Client nor Applicant have any right, title or interest in or to the TCT Portal or any
intellectual property rights related thereto. Users agree that TCT or its licensors retain all proprietary right, title and interest, including
intellectual property rights, in and to the TCT Portal, including, without limitation, all modifications, enhancements, derivative works, configuration,
translations, upgrades and interfaces thereto.
Client and all Users agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with their access
and/or use of the TCT Portal under this Agreement. Client shall comply with all legal duties applicable to Client as a data controller by virtue of Client
submitting Uploaded Data to or storing Uploaded Data within the TCT Portal. Specifically, Client shall provide the relevant persons and/or participants
with all information or notices Client is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or
provide choices to such persons and/or participants as required by such laws.
If User believes the TCT Portal has been used in a way that constitutes copyright infringement, they must send a message to TCT Support, providing all of
the information required by the Digital Millennium Copyright Act. TCT reserves the right to forward the information in the copyright-infringement notice to
the User who allegedly provided the infringing content.
Users must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and Users must not post unauthorized private
or confidential information via the TCT Portal, including, without limitation, User or any other person's social security or alternate national identity
Users must not create accounts with the TCT Portal through unauthorized means.
Client agrees to indemnify, defend and hold harmless TCT, its affiliates and their respective officers, directors, employees, attorneys, representatives,
licensors, third-party providers and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys'
fees and costs) arising out of or in connection with Client and/or Applicant use of the TCT Portal (including the Uploaded Data) or breach of this
THE TCT PORTAL IS PROVIDED BY TCT ON AN "AS IS" BASIS. TCT DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE TCT PORTAL WILL BE TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE TCT PORTAL WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TCT.
IN NO EVENT SHALL TCT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT TO TCT IN THE THREE (3) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TCT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF,
OR IN ANY WAY CONNECTED WITH THE TCT PORTAL, INCLUDING BUT NOT LIMITED TO CLIENT AND/OR APPLICANT USE OR INABILITY TO USE THE TCT PORTAL OR FOR ANY DATA
OBTAINED FROM OR THROUGH THE TCT PORTAL, EVEN IF TCT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS ABOVE MAY NOT APPLY TO
CLIENT AND/OR APPLICANT.
TCT controls and operates the TCT Portal from its location in the United States using servers in the U.S. As a U.S. company, TCT and its TCT Portal are
subject to the U.S. economic sanctions and export control laws and regulations. TCT makes no representation that the TCT Portal is appropriate or available
for use in other locations. By using the TCT Portal outside of the U.S., Client and/or Applicant agree that Client and/or Applicant are solely responsible
for compliance with all applicable laws, including without limitation export and import regulations of the U.S. and other countries. Client and/or
Applicant further agree that no information or data acquired through the use of the TCT Portal is or will be acquired for, shipped, transferred, exported
or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical
biological weapons or missile projects, unless specifically authorized by the U.S. Government for such purposes. Client and/or Applicant shall comply
strictly with all U.S. export control and economic sanctions laws and regulations (including, without limitation, the U.S. International Traffic in Arms
Regulations, the U.S. Export Administration Regulations and regulations administered by the Department of the Treasury’s Office of Foreign Assets Control)
applicable to transfers of such Uploaded Data and assume sole responsibility for obtaining licenses to export or re-export as may be required. TCT shall
have no liability for Client and/or Applicant failure to comply with such laws, regulations, licenses or other authorizations in relation to the TCT Portal
and/or the Uploaded Data. Notwithstanding any other provision in this Agreement, TCT shall have the right to terminate this Agreement immediately upon the
determination by TCT that Client and/or Applicant is not in compliance with US export laws or violates any government privacy and/or data protection laws.
Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control,
but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes,
hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers,
Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause
beyond the reasonable control of a party.
If at any time continued provision of the TCT Portal would compromise the security of the TCT Portal due, without limitation, to hacking attempts, denial
of service attacks, mail bombs or other malicious activities, Client agrees TCT may temporarily suspend the TCT Portal.
The failure of a party or TCT in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be
construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
“Agreement” means these Terms of the TCT Portal as may be amended from time to time and any other documents incorporated by reference.
“Applicant” means the companies the Client is performing services for, and has requested / authorized to leverage the TCT Portal in association with Client
“Client” means the legal entity or individual that enters into Agreement with TCT. Client is also referred to in this Agreement as “You”.
“Client Account” means an account for the use of the TCT Portal assigned to a Client and/or Applicant.
“Payment Card Industry Data Security Standards (PCI DSS)” has the definition set forth at https://www.pcisecuritystandards.org/
“Protected Health Information (PHI)” has the definition set forth in the Standards for Privacy of Individually Identifiable Health Information at 45 CFR
Parts 160 and 164, Subparts A and E, as amended from time to time.
“Uploaded Data” means any files and data that Client and/or Applicant Users upload into the TCT Portal, but not any other data, including, without
limitation, registration and relationship information that TCT collects to do business with Client and to improve the TCT Portal.
“User Account” means an individual’s account for use of the TCT Portal that is affiliated with a Client Account or their approved Applicants.