Terms of service

EFFECTIVE DATE: July 28, 2023

Thank you for choosing online products and services owned and operated by TSN, LLC. (hereafter called "TSN"). These Terms of Service (these "Terms") govern all access to and use of online and/or mobile services, websites, software, and content assets (images, videos, stickers, themes, etc.) provided on or in connection with the following list (collectively, the "Services"):

These Terms also govern any and all applications associated with the above or any other TSN website, app, or online service that links to these Terms.

Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to anyone ("you") who accesses or uses the Services. If you open a TSN account on behalf of a school, school district, higher education institution, business, or any other organization, then you are agreeing to these Terms for that organization and promising to TSN that you have the authority to bind that organization to these Terms (in which case, "you" and "your" will refer to that organization). By accessing or using any of the Services, initiating a trial, or by clicking a button or checking a box marked "I agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and to the collection and use of your information as set forth in our Privacy Policy (available at https://www.thescholasticnetwork.com/school/privacy, the "Privacy Policy"), whether or not you are a registered user of the Services.

If you are an organization, then you may authorize individuals to access and use the Services through your TSN account (each, a "User") as part of your subscription to the Services ("Your Subscription"). You are responsible for ensuring that only authorized Users access the Services through your TSN account, you are solely responsible for all activity conducted through your TSN account, and, as between you and TSN, you are solely responsible for any violation of these Terms by any of your Users or anyone else who accesses the Services through your TSN account. Furthermore, you acknowledge and agree that your Users will be subject to these Terms, the Privacy Policy, and any other posted guidelines, policies or rules applicable to specific features of the Services, which may be posted from time to time on any of the Services (collectively, the "Guidelines"), which are hereby incorporated by reference.

TSN reserves the right to modify these Terms, the Privacy Policy, and the Guidelines at any time. If there are any inconsistencies between the Terms and any of the Guidelines, these Terms shall prevail.

A note about Student Data: The Services may be purchased by providers of educational services, such as schools, school districts, teachers, higher education institutions, faculty, and staff (collectively referred to as "Schools" or individually as a "School") that use our services for educational purposes. If you are a School, then your Users will include teachers, administrators, and students. When TSN contracts with a School to provide the Services, we may collect or have access to Student Data (defined below), which may be provided by the School or by student Users. We consider such Student Data to be strictly confidential and in general do not use Student Data for any purpose other than improving and providing our Services to the School or on the School's behalf. Our collection, use, and sharing of Student Data is governed by these Terms and any applicable laws and regulations including, in the U.S., provisions of the Family Educational Rights and Privacy Act ("FERPA"), the Children's Online Privacy Protection Act ("COPPA") and applicable state laws. As used in these Terms, "Student Data" means any personal information that is directly related to a student User, which may include "educational records" as defined by FERPA.

A note about Employee Data: TSN recognizes that individuals under the age 18 may be employed by or otherwise connected to a purchasing organization and that the purchasing organization may want to provide employees or other individuals with access to Services. When TSN contracts with an entity to provide the Services, we may collect or have access to Individual or Employee Data (defined below), which may be provided by the purchasing entity or by the employee. We consider such Employee Data to be strictly confidential and in general do not use Employee Data for any purpose other than improving and providing our Services to the purchasing organization or on the organization's behalf. Our collection, use and sharing of Individual and/or Employee Data is governed by these Terms and any applicable laws and regulations including, in the U.S., provisions of FERPA, COPPA, The Americans with Disabilities Act ("ADA"), and applicable state laws. As used in these Terms, "Employee Data" means any personal information that is directly related to an employee of yours, which may include personally identifiable information ("PII") such as an employee's name, email address, or other contact information.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. The Services

The Services includes a visual communication ecosystem (digital signage software system) (the "Network") that allows Users to create, schedule, manage, and distribute visual content to screens/displays at locations where you have authority and/or permission to broadcast that visual content. Unless explicitly stated otherwise, any new or improved features to the Services shall be provided subject to these Terms.

The Network includes three types of libraries of content and information ("Content Libraries"):

A. License to Use the Services (Software & Digital Content)

Software License. TSN grants you a non-transferable, non-exclusive right and license to use the Services and all software that is owned by TSN and made available to you as part of Your Subscription (the "Software"). You agree that you will not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by TSN for such purpose.

TSN Global Content License. TSN grants you a non-transferable, non-exclusive right and license to use the content made available to you, as part of Your Subscription, through the Global Library inside the Network ("TSN Global Content"). You agree that you will only use TSN Global Content assets (images, videos, stickers, themes, etc.) for broadcast via the Services. You agree that you will not copy, modify, create a derivative work, sell, assign, sublicense, grant a security interest in or otherwise transfer any right to any of the TSN Global Content.

Premium Content License. Access to the Network includes the option (fees may apply) to access content within the Premium Library inside the Network ("TSN Premium Content") as part of Your Subscription. The Premium Library holds content from third-party providers that have been vetted by TSN, and such third-party content providers have given TSN the rights to offer you the non-transferable, non-exclusive right to use such TSN Premium Content (subject to additional fees, where applicable). If you opt in to use TSN Premium Content and pay all applicable fees, then TSN grants you a limited license to use TSN Premium Content through the Network as part of Your Subscription. You agree that you will not copy, modify, create a derivative work, sell, assign, sublicense, grant a security interest in or otherwise transfer any right to any TSN Premium Content. You agree that you will only use TSN Premium Content for broadcast via the Network.

A. Intellectual Property

You acknowledge and agree that the Services and Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information (including graphical information such as images, videos, stickers, themes/templates) presented to you through the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by TSN, you agree not to copy, download, modify, rent, lease, loan, sell, distribute outside of the Network, disassemble, or create derivative works based on the Services, in whole or in part. Any automated scraping, harvesting, indexing, mining, or any other extraction of any content from the Services is expressly prohibited.

The Services are protected by copyright and other laws in both the United States and elsewhere. You must not distribute or reproduce TSN Global Content, TSN Premium Content, or any other content within the Network that was not created by you or any of your Users, in whole or in part, by any means, including but not limited to electronic and print.

TSN reserves the right to cancel your account without refund if it is determined that you or any of your Users has violated these Terms.

B. Copyright Protection

TSN recognizes the importance of the Digital Millennium Copyright Act ("DMCA") and takes alleged copyright infringement reports very seriously. TSN reserves the right to remove allegedly infringing content without notice. Furthermore, TSN reserves the right to promptly terminate the account of any User under any circumstances TSN deems appropriate, including a single instance of allegedly infringing behavior by the User.

C. Restrictions on Use

You and your Users shall not:

D. Changes to the Services

TSN may implement changes and improvements to the Services including but not limited to conducting maintenance, updating functionality or look and feel of the Services, and adding or removing features, content assets, and functionality. We may also pause or stop providing Services, set feature limits or restrict access to you, your organization or your Users to all or a part of the Services at any time without liability.

TSN expects and intends the Services to be generally available. However, during times of updates/upgrades and routine or periodic maintenance, the Services may be unavailable. You agree that TSN shall not be liable to you, your users, or any third party for any modification, suspension, or termination of the Services or their components.

2. Eligibility and Authority

If you are an adult over the age of 18, you may purchase the Services as an individual. If you are an adult over the age of 18 with the authority granted to you by your organization to purchase the Services and agree to these Terms on behalf of your organization, you may purchase the Services on behalf of your organization. Under no circumstances may you purchase the Services if you are under the age of 18.

The Services are unique in that individuals under the age of 18 may be viewers of content that schools, businesses, universities, and other organizations distribute to displays/screens via the Services. Distribution of viewable content through the Services is controlled by the purchasing entity. Visibility of the content distributed through the Services does not require the viewer to have a login.

COPPA requires that online service providers obtain verifiable parental consent before collecting personal information from children under 13. TSN relies on each School to obtain and provide appropriate consent and disclosures, if necessary, for TSN to collect any Student Data, including the collection of Student Data directly from students under 13, as permitted under COPPA. If you are a School and you allow children under the age of 13 to access the Services through your TSN account, then you represent and warrant to TSN that you have received consent from parents, or have the authority to provide consent on behalf of parents, for us to collect information from students before allowing children under 13 to access the Services.

3. Service Usage Obligations

In exchange for access to the Services, you agree to (a) provide true, accurate, current, and complete information about yourself and your organization as prompted by the Services, and (b) maintain and keep all of your data true, accurate, current, and complete. If you provide incorrect, incomplete, or inaccurate information, or give TSN reasonable grounds to suspect that your information is untrue, inaccurate, not current, or incomplete, TSN has the right to suspend or terminate your current or future access to the Services (in whole or in part).

4. License Types

TSN sells, both directly and indirectly through a reseller network, access to the Services in the form of licenses. Each license is provided for a specific length of time and a specific price (collectively the "License Terms"). License Terms are specified on the purchase document which is executed by you and either the reseller or TSN.

License Types:

5. Pricing, Purchases, and Payments

A. Quotes & Proposals

Any quotes or proposals provided by TSN are valid only for a limited time and are effective only with the agreement of the relevant parties. Quotes and proposals may be written by TSN at any time in its sole discretion. Quotes and proposals may include proprietary and confidential information and to the maximum extent permitted by law may not be disclosed to anyone other than their intended recipients. By requesting and/or accepting receipt of a quote or proposal from TSN, you agree to keep such quotes or proposals confidential, not disclose them to any third party, and to return or destroy them upon receiving a request to do so from TSN. If public records laws apply to a quote or proposal, you agree to immediately notify TSN of any public record request that may result in disclosure of a TSN quote or proposal and to allow TSN to take reasonable steps to prevent that disclosure to the maximum extent allowed by law.

B. Pricing

TSN reserves the right to adjust the pricing for the Services in any manner and at any time in our sole and absolute discretion.

C. Purchases through Authorized Resellers (Third-Parties)

The Services may be purchased through a TSN partner and/or their reseller network. If you purchase the Services through a TSN partner or an authorized reseller, portions of this Section may not apply to you. Because a purchase of the Services in this manner is between you and the third-party, and not TSN, you acknowledge and agree that TSN is not responsible for billing for your purchase and is not responsible or liable for any claims relating to the billing of your purchase. If you have questions about your purchase or billing, reach out to your reseller directly.

D. Payments and Taxes

If you order the Services directly from TSN, you must pay the fees for the Services in accordance with the payment terms stated in the applicable ordering document between you and TSN ("Order Form"). You have the option to make payment by check or other methods at TSN's discretion.

Payments must be received by TSN no later than 30 days after TSN issues an invoice. If TSN does not receive payment within 30 days, the invoice is past due and TSN reserves the right to suspend access to the affected license(s) and take collection action. Suspension of an account does not relieve you of the obligation to pay for the purchase. TSN reserves the right to impose a finance charge on past-due payments in an amount equal to 1.5% per month or the highest percentage permitted by applicable law, whichever is less. In addition, you agree to reimburse TSN for all expenses that TSN incurs in exercising any of its rights under these Terms or applicable law with respect to a default in payment by you, including reasonable attorney fees and/or the fees of any collection agency retained by TSN.

You are responsible for, and will pay or reimburse TSN for, all federal, state, and local taxes, including sales, use, VAT, and similar governmental charges and taxes that are imposed on your purchase of the Services ("Sales Taxes"), unless you provide TSN with a valid tax exemption certificate at the time you sign your Order Form. If TSN is required to collect Sales Taxes from you and remit them to a taxing authority, TSN will separately state the Sales Taxes on an invoice to be paid by you.

E. Cancellations & Renewals

All cancellations requested before the end of the then-current term will be effective at the end of the current term. Payments for the Services made prior to cancellation of the Services will not be refunded. When a license term expires without a renewal, TSN reserves the right to immediately terminate the access to the expired license(s). TSN also reserves the right to extend the license(s) for a limited time after the conclusion of the term. If your license expires and the access is terminated, TSN is not liable for any loss of data or content held within your license(s), including both User data and digital assets.

6. User Accounts, Passwords, & Security

TSN uses usernames and passwords to authenticate access to the Services. You are responsible for ensuring that only authorized Users access your TSN account, for preventing unauthorized access to the Services through your TSN account, and for all activity that happens on or through Your TSN account.

TSN allows unlimited User accounts for each license provided that (i) each User must have a unique username and password, and (ii) Users may not share their usernames or passwords. You are responsible for ensuring that your Users maintain the confidentiality of their login information. You agree to (a) notify TSN immediately of any unauthorized use of any User’s login information or any unauthorized access to the Services through your TSN account, and (b) ensure that each User exists from your TSN account (logout) at the end of each session. TSN cannot and will not be liable for any unauthorized access to your TSN account or data that arises from your acts or omissions.

7. User Data

A. Compliance with Laws

When the Services are used by educational institutions, TSN may store Student Data that is provided by the School or by the students. Your organization or the student, not TSN, owns and controls the Student Data. You authorize TSN to access, collect, transmit, modify, display and store Student Data to provide the Services as described in these Terms and in our Privacy Policy.

In the U.S., TSN may collect and process Student Data as a School Official with a legitimate educational interest pursuant to FERPA, 20 U.S.C. § 1232(g). Individually and collectively, we and our educational institution license holders agree to uphold our obligations under FERPA, COPPA, the Protection of Pupil Rights Amendment, applicable state laws relating to student data privacy, and with all other laws and regulations governing the protection of Student Data.

When the Services are used by businesses, TSN may store Employee Data that is provided by the business or the end user. You are responsible for the level of Employee Data, including any PII that you and your employees enter into the Services. TSN does not require the use of sensitive PII in the operation or use of the Services.

B. Use of Data

By submitting, providing TSN access to, or causing us to receive Student Data or Employee Data, you agree that TSN may use such data for the purposes of (i) providing the Services, (ii) improving and developing the Services, (iii) enforcing our rights under these Terms, and (iv) as permitted by and through your or the applicable User’s consent.

C. Use of De-Identified or Anonymized Data

You agree that both during and after the term of the License, TSN may collect, analyze, use and retain data derived from end User data, including but not limited to how and when a User accesses and uses the Services. This data may be used to operate, analyze, improve or market the Services, develop new products or services, conduct research, or other purposes. TSN will not share or publicly disclose information derived from User data unless that data is de-identified and or anonymized to the point that it cannot reasonably identify a specific person.

D. Use of Personal Information for Marketing & Communication

To better serve users of the TSN Services, you agree that TSN may provide customized content, commercial messaging, system updates, product releases, and advertising to Users from time-to-time, as permitted by law.

E. Disclosure of Data and Third-Party Service Providers

You acknowledge and agree that TSN may provide access to User data to our employees and service providers that have a legitimate need to access such information to provide their services to us. TSN, our employees, affiliates, partners, service providers, or agents involved in the handling, transmittal, and processing of User data will be required to maintain confidentiality of such data. TSN will not share User data with third parties other than described in these Terms or with the consent of you and/or the applicable User.

F. Deletion of Data and Content Assets

You may request that TSN delete User data in our possession at any time by providing a request in writing. We will verify the request source and shall use commercially reasonable efforts to comply with the request within 30 days. An individual user over the age of 18 or the parent of a user under the age of 18 seeking to access, modify, correct, or delete personal information connected to an educational or business account will be instructed to contact the educational institution or business to discuss their individual needs. TSN is not required to delete data that has been de-identified and/or anonymized to the point that it cannot reasonably identify a specific individual.

G. Data Security and Breach Notification

TSN has implemented operational, physical, and technical controls designed to secure the PII in TSN’s possession and control from unauthorized access, disclosure, and use. If we discover that an unauthorized party has accessed or disclosed PII related to your account (a "Security Event") that has been collected or received through the Services, we will promptly notify you.

If the Security Event is due to the acts or omissions of TSN or its agents, we will make the appropriate notifications as required under applicable privacy laws. You shall be responsible for the timing, content, and method of any such legally-required notice and compliance with such laws as they relate to you and your Users.

If the Security Event is not caused by the acts or omissions of TSN or its agents, TSN will reasonably cooperate with your investigation of the Security Event, as requested in writing, at your reasonable expense, but TSN shall not indemnify you for costs associated with the Security Event.

8. User Content Change

You are solely responsible for any content that you or any of your Users create, upload, transmit, share, or display while using the Services.

TSN may now or in the future allow Users to upload, submit, post, display, provide, or otherwise make available content such as text, images, videos, animations, live feeds, social media feeds, audio productions, comments, questions, or other content or information. Any materials a User uploads, submits, creates, posts, displays, provides, or otherwise makes available on the Services is referred to as "User Content."

User Content does not include unedited, unaltered content provided through the Services by TSN, such as TSN Global Content housed in the Global Library or TSN Premium Content housed in the Premium Library.

TSN makes no ownership claims over User Content. As between you and TSN, all User Content that your Users create, upload, display, provide or otherwise make available through the Services ("Your User Content") remains yours. You are solely responsible for your Users' User Content and ensuring all such User Content abides by current laws and regulations.

A. Acknowledgement and Grant of Rights

You must have the legal right to submit and display all of Your User Content. You represent, covenant, and agree, on behalf of all your Users, that your Users have all of the required rights and authorizations to submit, post, display, upload, disseminate, edit, or otherwise own and use Your User Content without violating any third party’s rights.

By using the Services, you hereby grant TSN a limited, non-exclusive, sublicensable, worldwide, royalty-free, perpetual, irrevocable, and transferable right and license to:

B. Responsibility for User Content and TSN’s Rights

You acknowledge and agree that TSN reserves the right, at any time and without prior notice, to pre-screen, reject, move, edit, delete, or remove any of Your User Content that TSN, in our sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Services or Users, consistent with applicable law.

Should you use third party sources, links, or applications to make Your User Content available through the Services, you acknowledge and agree that it is your sole responsibility to adhere to the terms and policies of those third party sources or applications.

C. Links, Third-Party Content, and Third-Party Websites

The Services may include content originating from and created by third parties, including information about third-party products and services, links to third-party websites that are not owned or controlled by TSN, and third-party applications, including, but not limited to, third-party applications that are integrated directly with the Services through application programming interfaces (each an "API") (collectively, "Third-Party Content and Websites").

Third-Party Content and Websites may allow Users to interact through and communicate with third parties. The inclusion of Third-Party Content and Websites on the Services does not imply our affiliation or endorsement of such Third-Party Content and Websites. You agree that TSN is not responsible for any such Third-Party Content and Websites, including the accuracy, integrity, quality, legality, usefulness, safety, privacy practices or intellectual property rights of or relating to such Third-Party Content and Websites, and you and your Users access such Third-Party Content and Websites at your or their own risk. TSN has no obligation to monitor such Third-Party Content and Third-Party Websites. You are solely responsible for any data or User Content that you share with or on Third Party Content and Websites, all of which are governed by their own terms and/or policies for such Third Party Content and Websites.

You understand and agree that your use of the Services may expose you to Third-Party Content and Websites, and that you use the Services at your own risk.

9. Copyright Complaints

TSN will take each alleged copyright infringement seriously and will comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe your copyrighted work has been used within the Services in a way that constitutes copyright infringement, please notify TSN’s Legal Department. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Services;
  4. Information reasonably sufficient to permit TSN to contact you, such as your address, telephone number, and e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and,
  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following:
TSN Legal Department
6507 Jester Blvd, #505D
Austin, Tx 78750
E-mail: legal@tsnvcs.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying TSN and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with TSN’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

10. Disputes and Releases

TSN is not responsible for the actions, content, information or data of third parties, including other TSN users that are not affiliated with you. You and your Users are solely responsible for your or their interactions with non-affiliated users of the Services and any other parties with whom you or your Users may interact through the Services. TSN reserves the right but has no obligation to become involved in any way with these disputes.

If you have a dispute with one or more non-affiliated users of the Services, you hereby release TSN (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy, or data.

11. Termination and Suspension

You are responsible for managing your Users and may terminate their use of the Services at any time. TSN reserves the right to request additional information from you before executing any termination request.

You acknowledge that if you or any of your Users knowingly, intentionally, or negligently violate these Terms, TSN may suspend the User’s account until the violation is stopped. In the event that you fail to correct the violation after reasonable notice from TSN, we may terminate your license to the Services, in whole or in part, as necessary to stop the violation.

You acknowledge and agree that if you or any of your Users violate these Terms, TSN bears no responsibility for any damages or claims resulting from or in connection with such actions.

Upon termination of your license to the Services, your right and your Users’ rights to use the Services will immediately cease. All provisions of these Terms, which by their nature, should survive termination, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

12. Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction(s) in which you reside, work, or use the Services. You agree to comply with all applicable laws regarding the transmission of data and content exported from or imported to the United States or the jurisdiction(s) in which you reside.

13. Additional Requirements by User Type

A. Personnel, Faculty, Staff

All Users must obtain the necessary approvals from their respective organizations and administrators prior to using the Services. Upon termination of employment, engagement, or contractual relationship with your organization, terminated Users must cease use of the Services and return and cease all login information in their possession.

B. Students and Users Under the Age of 18

Through an Administrator Account, you may grant permission to student Users or Users under the age of 18 to have User accounts and use the Services through your TSN account. You understand and acknowledge that Student Users and Users under the age of 18 are not authorized to use the Services through your TSN account unless you grant permission for them to use the Services.

By creating accounts for Student Users and Users under the age of 18, you acknowledge and agree that you have the authority to do so and that you are solely responsible (and hereby agree that TSN is not responsible) for meeting all legal and regulatory requirements for (i) providing any and all legally required notices and obtaining any necessary permissions, including all COPPA-related permissions and consents for children under 13 years of age to use the Services; and (ii) provide any legally required means for a parent or legal guardian to review or correct any Student Data in the Services.

Under no circumstances will TSN be liable if you fail to comply with all legal requirements related to granting students or other Users access to the Services through your TSN account.

14. Indemnity

To the extent permitted by applicable law, you agree to indemnify and hold harmless TSN, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, from any claim, suit, action, costs, and damages (including reasonable attorney’s fees) arising from or related to: (i) any content that you or any of your Users submits, posts, transmits, or make available through the Services, including without limitation, User Content, (ii) any misuse of the Services by you or any of your Users, (iii) your connection to the Services, (iv) any violation of these Terms by you or any of your Users, (v) any violation of any applicable law or the rights of another person or entity by you or any of your Users, (vi) any negligent or other tortious conduct by your or any of your Users, or (vii) any third party's access and use of the Services using login credentials of yours or any of your Users. TSN reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

15. Notifications and Modifications of Terms

TSN may make required and/or optional notifications via email notice, written or hard copy notice, or through posting of such notice in our Services, as determined by TSN in our sole discretion.

TSN may, in its sole discretion, modify or update these Terms at any time. TSN will notify you of any material changes to these Terms at least 30 days before such changes become effective, and your continued use of the Services following any such change will constitute your acceptance of the revised Terms. If you do not agree to any of the terms or to any future terms in a future revision, do not use or access (or continue to use) the Services.

16. Modification or Termination of Service

TSN reserves the right at any time, with or without notice, to modify, temporarily suspend, or permanently remove any feature, functionality, component, or availability of the Services. You agree that TSN shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. In the event of permanent discontinuance of the Services, TSN's liability is limited to the paid subscription price, prorated to the amount of time remaining on the subscription.

17. Disclaimers & Liability Limitations

A. Warranty Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TSN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO (i) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (ii) THE WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS AND NON-INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON OR INSTITUTION; (iii) THE WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (iv) THE WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA OR CONTENT (INCLUDING USER CONTENT) MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY TSN.

TSN MAKES NO WARRANTY OR CONDITION THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE OR CONTENT WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TSN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

B. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TSN, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

In no event shall TSN or its subsidiaries, parent companies, affiliates, licensors, contractors, employees, officers, directors, agents or third-party partners' total liability to you for all damages, losses, and causes of action arising out of or relating to these Terms or your use of the Services (whether in contract, tort, warranty or otherwise) exceed the amount paid by you, if any, for accessing the Services during the 12-month period immediately preceding your claim or one hundred dollars ($100), whichever is greater.

C. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN CLAIMS OR DAMAGES SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

18. Governing Law and Venue

You agree that: (i) the Services shall be deemed solely based in Texas; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (the "FAA"). These Terms are a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to these Terms. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under these Terms.

You agree to submit to the personal jurisdiction of the federal and state courts located in Blanco County, Texas, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Blanco County, Texas is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.

19. Arbitration Agreement & Class Action/Jury Trial Waiver

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TSN.

A. Applicability

TSN and you ("the parties" or "both parties") agree that to the extent permitted by law, all Disputes (as defined below), including Enforceability Disputes (as defined below) that cannot be resolved through reasonable, good faith efforts to cooperate and achieve a mutually satisfactory resolution will be resolved by binding arbitration on an individual basis, except that the parties are not required to arbitrate IP Disputes (as defined below). Any court with jurisdiction over the parties may enforce the arbitrator's award. Notwithstanding the foregoing, either TSN or you may bring an individual action in small claims court.

To the extent permitted by Law, any Dispute must be filed within one year in an arbitration proceeding. The one-year period begins when the notice of Dispute first could be filed. If a Dispute isn't filed within one year, it is permanently barred.

If the arbitration provision in this Section is found to be unenforceable or invalid, the parties agree that any suit or proceeding arising out of or relating to these Terms will be brought in the federal or state courts, as applicable, in Blanco County, Texas, and each party irrevocably submits to the jurisdiction and venue of such courts.

B. Federal Arbitration Act

TSN and you agree that these Terms affect interstate commerce and that the FAA governs the interpretation and enforcement of these arbitration provisions.

C. Initiating a Dispute

To initiate a Dispute, a party must first give the other party written notice of the Dispute which must include a brief written statement containing: (a) the name, address, and contact information of the party giving notice; (b) the facts giving rise to the Dispute; and (c) the relief requested.

You must send any such notice to TSN by email to legal@tsnvcs.com AND by mail to TSN, LLC, PO Box 26481, Austin, TX 78755. If TSN has your contact information, TSN will send any such notice to you by the U.S. Mail and to the email address on file.

The parties must first attempt to resolve any Disputes through informal negotiation within 30 days from the date that any notice of a Dispute is sent. The parties shall use reasonable, good faith, efforts to settle any Dispute through consultation and good faith negotiations. After 30 days, either party may resort to the other alternatives described in this Section 19. Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply to IP Disputes, claims of piracy or unauthorized use of the Services which will be brought in the federal or state courts, as applicable, in Blanco County, Texas, and each party irrevocably submits to the jurisdiction and venue of such courts.

D. Arbitration Rules and Procedures

To the extent permitted by law, TSN and you agree that all Disputes that cannot be resolved through reasonable, good faith efforts to cooperate and achieve a mutually satisfactory resolution will be resolved through binding arbitration on an individual basis in Blanco County, Texas, U.S.A. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. If you are a U.S. public and accredited educational institution and your consent to binding arbitration is expressly prohibited by the laws of the state within the U.S. in which you are domiciled, then this subsection 19.D. is hereby waived.

The arbitration shall be conducted by a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, "JAMS Rules"), as modified by these Terms, and administered by JAMS. The JAMS Rules and fee information are available at www.jamsadr.org or by calling JAMS at 1-800-352-5267.

The decision of the arbitrator will be in writing and binding and conclusive on you and TSN, and judgment to enforce the decision may be entered by any court of competent jurisdiction.TSN and you agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees.

If any clause within this subsection 19.D is found to be illegal or unenforceable, that specific clause will be severed from this Section, and the remainder of its provisions will be given full force and effect.

E. Waiver of Class Action/Jury Trial

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TSN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

F. Confidentiality

All aspects of the arbitration, including without limitation, the record of the proceeding, are confidential and shall not be open to the public, except (a) to the extent both Parties agree otherwise in writing, (b) as may be appropriate in any subsequent proceedings between the Parties, or (c) as may otherwise be appropriate in response to a governmental agency or legal process, provided that the Party upon whom such process is served shall give immediate notice of such process to the other Party and afford the other Party an appropriate opportunity to object to such process.

20. General Terms

A. Severability

If any provision of these Terms is invalid or unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable laws and the remaining provisions will continue in full force and effect.

B. No Waiver

A failure by TSN to enforce any provisions of the Terms or respond to a breach by you or anyone else shall not in any way waive TSN's right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.

C. Assignment

You must not assign these Terms or any rights or obligations herein without the prior written consent of TSN and any attempted assignment in contravention of this provision is null and void and of no force or effect. TSN has the right to assign these Terms, and any of its rights or obligations herein. These Terms are binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.

D. Relationship of the Parties

The parties are independent contractors and not employees, partners, agents, or joint venturers of the other and have no employment relationship whatsoever. No party will make any commitment, by contract or otherwise, binding upon the other party or represent that it has any authority to do so. These Terms are a non-exclusive agreement. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.

E. Entire Agreement

These Terms are the entire agreement of the parties and supersede all previous or contemporaneous agreements between the parties relating to its subject matter. In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Any separate terms will not vary or replace these Terms regarding any use of the Services, unless otherwise expressly stated.

F. Marketing Communications

You agree to receive marketing communications from TSN, consistent with applicable law, including announcements about upcoming professional development training, events, and new products or services.

G. Section Titles

The action titles in these Terms are for convenience only and have no legal or contractual effect.

Last Updated: July 28, 2023