Welcome to www.TELSOLV.com and the other online locations or interactions, such as TELSOLV’s social platforms (each, a “Site” and collectively, the “Sites”), of Telsolv, LLC, and its affiliates (collectively, TELSOLV”, “we,” “us,” or “our”). TELSOLV provides the Sites as a service to you subject to the following Terms of Use (the “Terms”).

1.     Acceptance of Terms of Use

Please carefully read and print the following Terms before each use of the Sites. By accessing, using or browsing each Site or placing an order on a Site, you acknowledge that you have read and understand and agree to be bound by these Terms, including the disclaimer provided below, and the Privacy Policy.  These Terms and the Privacy Policy form an agreement that is effective as if you had signed it. If at any time you do not agree to these Terms, please do not access, use, or browse the Sites or any of their content.

YOUR ACCESS TO, USE OF AND BROWSING OF THE SITES AND THEIR CONTENTS ARE SUBJECT TO THE TERMS CONTAINED HEREIN AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR PERMISSION TO ACCESS OR USE THE SITES IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

TELSOLV may revise or update the Terms from time to time. You should check the Terms regularly for updates. You can determine when the Terms were last revised by referring to the “Last Revised” legend at the top of this page. Any changes in the Terms take effect upon posting and only apply to use of the Sites after that date. Each time you access, use, or browse a Site, you signify your acceptance of the then-current Terms.

2.     Products and Services

The Sites provide an online platform for TELSOLV to offer its various products (collectively, the “Products”) and services (collectively, the “Services”) to users of the Sites which TELSOLV may provide from time to time. Unless otherwise prohibited by law, we reserve the right to change or substitute any Products or Services offered or provided by TELSOLV at any time and from time to time without any notice or liability to you or any other person. We reserve the right to limit quantities of Products sold or made available for sale on the Sites, and to decline any purchase. The Content (as defined in Section 4), Products or Services on the Sites may be out of date or differ slightly from the actual Products or Services offered or provided by TELSOLV.

3.     Permitted Users of Sites

In consideration of your use of the Sites, you represent that either you are of an age to form a legally binding contract and you are not prohibited from contracting for services under the laws of the United States or any other applicable jurisdiction, or your parent or guardian has agreed to these Terms on your behalf.

You must be over the age of 18 years or older to use our Sites. The Sites and TELSOLV’s Products and Services are not directed toward children under the age of 13.  If you are under age 13, you are not permitted to use the Sites or to submit any personal information to the Sites. If you are between 13 and 17 years of age, when you visit, browse and use the information on the Sites, you represent that you have the permission of a parent or guardian to do so and who agrees to these Terms on your behalf; you may post messages, but you may not submit any personal information. If you are a parent or guardian and believe TELSOLV may have inadvertently collected personal information from your child, please notify TELSOLV immediately by sending an email to sales@TELSOLV.com.

4.     Permitted and Prohibited Uses of the Sites

You acknowledge and agree that the content available through the Sites, including, without limitation, the Sites' text, graphics, logos, icons, images, information, material, content, design, layout, and organization (collectively, “Content”), is the sole and exclusive property of TELSOLV and/or its licensors. You agree not to reproduce, duplicate, modify, copy, sell, resell, or exploit for any commercial purpose, any portion of the Sites or Content other than as expressly authorized by TELSOLV in writing. Use of the Sites or Content in any way not expressly permitted by these Terms is prohibited, and may be actionable under United States or international law. You agree not to access the Sites by any means other than through a standard web browser in any media.

The Sites and Content are provided solely for your own information and personal use. You may not publish, modify, distribute, perform, sell, resell, exploit, or create derivative works from any part of the Sites or Content unless expressly authorized by TELSOLV in writing. You agree that you will not remove, obscure, or modify any acknowledgements, credits, or legal, intellectual property or proprietary notices, or any marks or logos contained on the Sites or in the Content.

5.     Privacy Policy

Please review the Privacy Policy for the Sites. If you do not agree with the Privacy Policy, you are not authorized to use the Sites. The terms of the Privacy Policy are incorporated in these Terms by reference.

6.     Proprietary Rights

You acknowledge and agree that, as between TELSOLV and you, all right, title and interest in and to the Sites and Content, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know how, or any other intellectual property rights, are owned exclusively by TELSOLV or its licensors, are valid and enforceable, and are protected by United States intellectual property laws and other applicable laws. You agree that you will not modify, decompile, disassemble, reverse engineer, or create derivative works of the Sites or any portion thereof.

Copyright: All Content, such as text, graphics, videos, logos, icons, images, media, data, audio, animation, software and other information and materials, is the copyright and property of TELSOLV or its licensors and content suppliers and protected by U.S. and international copyright laws. Permission is granted to electronically copy and print hard copy portions of the Sites solely for your own information and personal non-commercial use. Any other use, including without limitation the reproduction, modification, distribution, transmission, publication, display, performance, or commercial exploitation of Content, is strictly prohibited.

Trademarks: The trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites are proprietary to TELSOLV or its affiliates or licensors. Unauthorized use of any trademark of TELSOLV or its affiliates or licensors may be a violation of applicable trademark laws. Any third party names or trademarks referenced in the Sites do not constitute or imply affiliation, endorsement or recommendation by TELSOLV of the third parties, or by the third parties of TELSOLV.

7.     Your Indemnity of TELSOLV

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TELSOLV AND ITS AFFILIATES, LICENSORS, LICENSEES, VENDORS, SUPPLIERS, AND THEIR RELATED PARTIES, INCLUDING, WITHOUT LIMITATION, THEIR RESPECTIVE, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBSIDIARIES, SERVICES PROVIDERS, SUCCESSORS, ASSIGNS, AND OTHERS ACTING IN CONCERT WITH ANY OF THE FOREGOING (COLLECTIVELY, THE “TELSOLV RELATED PARTIES”), HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, EXPENSE, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, MADE BY YOU OR ON YOUR BEHALF OR BY ANY THIRD PARTY DUE TO, RELATING TO OR ARISING OUT OF (A) YOUR USE OF AND ACCESS TO THE SITES; OR (B) YOUR BREACH OR VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, OR THE RIGHTS OF TELSOLV OR ANY THIRD PARTY WHOSE LEGAL RIGHTS YOUR ACTIONS HAVE DAMAGED.

8.     Notice and Procedures for Making Claims of Copyright or Intellectual Property Infringement

TELSOLV may, in its sole discretion, disable and/or terminate use by users who infringe the intellectual property of others. If you believe that your work has been copied on a Site in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide TELSOLV a notice containing the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the Sites (providing URL(s) in the body of an email is the best way to help TELSOLV locate content quickly);

4. your name, address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright or intellectual property owner’s behalf.

TELSOLV’s agent for notice of claims of copyright or other intellectual property infringement can be reached by sending an email to sales@TELSOLV.com.

9.     Links to Third Party Sites and Content

The Sites may contain advertisements, postings, and links to websites operated by other parties (“Third Party Sites”). The Sites provide links to the Third Party Sites as a convenience, and your use of the Third Party Sites, and your purchase of products or services of the Third Party Sites, is at your own risk. The Third Party Sites are not under the control of TELSOLV which is not responsible for their content. Links or references to products or services on the Third Party Sites do not imply TELSOLV’s endorsement of information, material, products, or services of any third party or on any Third Party Site. TELSOLV disclaims all liability with regard to your access to and use of such information, material, products or services, or transactions with Third Party Sites or third parties. You acknowledge and agree that TELSOLV shall not be responsible or liable, directly or indirectly, for any damage, loss, or other claim caused or alleged to be caused by or in connection with, access to, use of or reliance on any content available on or through any other site or resource, including any Third Party Sites. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE SITES AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD-PARTY. TELSOLV ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT.

10.  Modifications to the Sites, Products, or Services

TELSOLV reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Sites, Products or Services or any portion thereof, with or without notice. You agree that TELSOLV will not be liable to you or to any third party for any modification, suspension, or discontinuance of a Site, Product, or Service.

11.  Suspension and Termination Rights

TELSOLV reserves the right, at its sole discretion, immediately and without notice, to suspend, discontinue, or terminate your access to the Sites, Products, Services, or any part thereof for any reason, including without limitation any breach by you of these Terms. You agree that TELSOLV shall not be liable to you or any third party for any such suspension, discontinuance, or termination.

12.  Disclaimer

THE SITES AND CONTENT AND ALL INFORMATION, CONTENT, SERVICES, AND PRODUCTS OFFERED, CONTAINED IN, OR ADVERTISED ON THE SITES, INCLUDING WITHOUT LIMITATION TEXT, VIDEO, GRAPHICS, AND LINKS, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TELSOLV RELATED PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, AND MATERIALS, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SUITABILITY, FREEDOM FROM COMPUTER VIRUS, ACCURACY, RELIABILITY, SAFETY, NON-INTERRUPTION, PERFORMANCE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR COMPLIANCE WITH APPLICABLE LAW. YOUR USE OF THE SITES AND ANY CONTENT IS ENTIRELY AT YOUR OWN RISK.

Without limiting the foregoing, you are responsible for taking all necessary precautions to insure that any Content or access to the Sites is free of viruses or other harmful code.

13.  Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TELSOLV RELATED PARTIES DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE SITES, USE, INABILITY TO USE OR PERFORMANCE OF, OR THE INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIALS AVAILABLE FROM OR THROUGH THE SITES. IN NO EVENT SHALL THE TELSOLV RELATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM (A) THE USE OF OR THE INABILITY TO USE THE SITES, PRODUCTS, OR SERVICES, (B) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES OF CONTENT, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES, WHETHER SUCH CLAIM OR ACTION IS BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY, OR OTHERWISE AND EVEN IF TELSOLV OR ANY OF THOSE ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY.

WITHOUT LIMITING THE FOREGOING, IF YOU ARE A USER WHO HAS MADE A PURCHASE WITH US PREVIOUSLY, AND ARE DISSATISFIED WITH ANY PORTION OF THE SITES OR THESE TERMS, THE MAXIMUM TOTAL AGGREGATE LIABILITY OF ANY TELSOLV RELATED PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SITES OR CONTENT, INFORMATION, PRODUCTS, SERVICES, OR MATERIALS ON OR THROUGH THE SITES SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY YOU TO TELSOLV, IF ANY, FOR ANY PRODUCTS OR SERVICES PURCHASED OR ORDERED BY YOU FROM TELSOLV WITHIN THE PREVIOUS TWELVE MONTH PERIOD.

WITHOUT LIMITING THE FOREGOING, IF YOU ARE A USER WHO HAS NOT MADE A PURCHASE OR ORDER WITH US PREVIOUSLY, AND ARE DISSATISFIED WITH ANY PORTION OF THE SITES, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND TERMINATE YOUR DEALINGS WITH TELSOLV.

THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE SITE. ABSENT SUCH LIMITATIONS, TELSOLV WOULD NOT PROVIDE YOU WITH THE SITE OR OFFER THE PRODUCTS AND SERVICES IN CONNECTION WITH THE SITE.

Exclusions and Limitations: Because some jurisdictions, including the State of New Jersey, do not allow for certain limitations with respect to duration or disclaimer of warranties, or exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. This Limitation of Liability shall be to the maximum extent permitted by applicable law. If it is finally determined by a court of law or an arbitrator that the limitation of liability set forth herein does not apply to you, then you agree that TELSOLV’s total liability in the aggregate for any claims made by you or any third party on your behalf shall not exceed one hundred dollars ($100.00).

14.  Arbitration; Governing Law and Disputes

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT OUTLINES CERTAIN RIGHTS THAT YOU ARE WAIVING OR LIMITING BY USING THE SITES. REMEMBER THAT USE OF THE SITES CONSTITUTES ACCEPTANCE OF THESE TERMS, INCLUDING THE PROVISIONS RELATING TO ARBITRATION, GOVERNING LAW, AND DISPUTE RESOLUTION. THIS SECTION WAIVES THE FOLLOWING RIGHTS THAT YOU MIGHT OTHERWISE HAVE:

THE RIGHT TO HAVE THE LAW OF ANY JURISDICTION, OTHER THAN THAT OF THE STATE OF GEORGIA, USA, APPLY TO A DISPUTE BETWEEN YOU AND TELSOLV.

1. THE RIGHT TO HAVE A JURY TRIAL.

2. THE RIGHT TO BRING A COURT ACTION FOR MOST DISPUTES BETWEEN YOU AND TELSOLV.

3. THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, INCLUDING AS A CLASS REPRESENTATIVE OR CLASS MEMBER.

4. THE RIGHT TO JOIN OR CONSOLIDATE CLAIM(S) INVOLVING YOU WITH CLAIMS INVOLVING ANY OTHER PERSON.

5. THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION.

Governing Law: These Terms and any disputes arising out of, relating to, or connected with these Terms and the Privacy Policy shall be governed by, and will be construed in accordance with, the laws of the State of Georgia, USA, without regard to choice of law principles, except as to matters relating to arbitration, which shall be governed by the Federal Arbitration Act.

Agreement to Arbitrate: ALL DISPUTES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE SITES, THESE TERMS OR THE PRIVACY POLICY WILL BE EXCLUSIVELY RESOLVED UNDER CONFIDENTIAL, BINDING, INDIVIDUAL, ARBITRATION HELD IN FULTON COUNTY, GEORGIA BEFORE AND IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, BY A SOLE ARBITRATOR APPLYING GEORGIA LAW (WITHOUT REGARD FOR CONFLICTS OF LAW PRINCIPLES). There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Fulton County, Georgia. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Georgia State courts in Fulton County. Notwithstanding anything to the contrary this Section, TELSOLV may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

Waiver of Certain Types of Actions: You agree that to the fullest extent permitted by law: (1) no claims by you shall be joined with any other and you agree not to participate in any claim brought by others; (2) YOU HAVE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE LITIGATED OR ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (3) you have no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons; and (4) you have no right or authority for any dispute to be brought, heard, or arbitrated as a private attorney general action. To the extent that the foregoing sentence or any portion thereof is found to be unenforceable, and if such a finding allows for your claims to brought on non-individual, class action, collective action, representative, or private attorney general basis, you and TELSOLV agree that such actions will not be decided in arbitration and must be litigated in a civil court. You irrevocably agree that the federal and state courts located in or for Fulton County, Atlanta, Georgia, USA, are the sole and exclusive forum and venue for any dispute litigated in a civil court, as the most convenient and appropriate to address any disputes, and you agree to submit to the jurisdiction and venue of such courts.

Waiver of Jury Trial: YOU AND TELSOLV HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY WITH REGARD ANY DISPUTE, CLAIM, QUESTION, OR DISAGREEMENT ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THE SITE, THESE TERMS OR THE PRIVACY POLICY, OR THE RELATIONSHIP OF THE PARTIES HEREUNDER.

Use of the Site Outside of the United States: The Sites are controlled within the State of Georgia, U.S.A., and directed to individuals residing in the United States. Those who choose to access the Sites from locations outside the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent applicable. TELSOLV does not represent that the Sites or Content are appropriate outside the United States. Access to this Site from jurisdictions or territories where the Contents of this Site are illegal or penalized is prohibited. TELSOLV has no obligation to provide access to the Sites, Products or Services and reserves the right to limit the availability of the Sites to any person, geographic area, or jurisdiction at any time in its sole discretion.

15.  Force Majeure

TELSOLV shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, severe weather conditions, flood, earthquake, accidents, strikes, war, terrorism, governmental act, pandemic or epidemic, failure of or interruption in common carriers (including without limitation Internet service providers and web hosting providers) or utilities, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.  Miscellaneous

These Terms set forth the entire understanding and agreement between you and TELSOLV with respect to the subject matter hereof. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions shall remain in full force and effect. Headings are for reference only and in no way define, limit, construe or describe the scope or extent of such section. TELSOLV’s failure to act with respect to any failure by you or others to comply with these Terms does not waive its right to act with respect to subsequent or similar failures. You may not assign or transfer these Terms or your rights or obligations under these Terms without the prior written consent of TELSOLV, and any assignment or transfer in violation of this provision shall be null and void. TELSOLV may assign, transfer, sublicense, or delegate our rights or obligations under these Terms either in whole or in part, at any time, at our sole discretion, and without your consent. There are no third party beneficiaries to these Terms. No joint venture, partnership, shareholder, employment, or agency relationship exists between TELSOLV and you as a result of agreeing to these Terms or your use of the Sites.

Questions?

Please direct any questions you may have about these Terms, technical questions or problems with the disclosure of any Sites, or comments or suggestions to TELSOLV at sales@TELSOLV.com.