Terms and Conditions of Use
Thanks for choosing TMS USA Inc. (“we”, “us”, “our”). By visiting our website or purchasing products or services from us, you are entering into a binding contract with us.
Your agreement with us includes these Terms and Conditions of Use (the “Agreement”). You acknowledge that you have read and understood this Agreement, accept this Agreement, and agree to be bound by it. If you don’t agree with (or cannot comply with) the Agreement, then you may not use our website, products or services. Please read the Agreement carefully.
In order to use our website or purchase our products or services, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be a resident in the United States. You also promise that any registration information that you submit to us is true, accurate, and complete, and you agree to keep it that way at all times.
Occasionally we may, in our discretion, make changes to the Agreement. When we make material changes to the Agreement, we’ll provide you with prominent notice as appropriate under the circumstances. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using us under the new version of the Agreement, you may terminate the Agreement.
You promise and agree that you will not copy, redistribute or transfer content from this website (the “Content”). The following is not permitted for any reason whatsoever:
- copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the website content, or otherwise making any use of the website content which is not expressly permitted under the Agreement or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the content or any part of it;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the Content or any part thereof unless permitted by applicable law;
- circumventing any technology used by us, our licensors, or any third party to protect the Content;
- selling, renting, sublicensing or leasing of any part of the website content;
- circumventing any territorial restrictions applied by us;
- manipulating the Content by using a script or other automated process;
- removing or altering any copyright, trademark, or other intellectual property notices;
- providing your password to any other person or entity, or using any other person’s or entity’s username and password; and
- “crawling” our website or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from us.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, you agree to notify us immediately and change your password as soon as possible. You agree that we are not liable for any loss or damage resulting from your failure to properly secure your password.
This Agreement does not grant you any rights to any of our trademarks, service marks or other brand features, whether for commercial or non-commercial use.
You agree not to use the website in any manner not expressly permitted by the Agreement. We grant no right, title, or interest to you in any of the website content.
Any and all sales or use tax will be your responsibility. Sales tax calculations on the web site are an estimate only. Your true sales tax, if applicable, will be calculated and presented to you at the time of product delivery.
When you make purchases from us using your major credit card, you agree to honor the terms and conditions of your cardholder agreement.
Refunds will be handled according to our store's policies. Please contact us for a copy of our store's policies.
While we take every precaution to insure all products and pricing are correct on our web site, mistakes do occur. Should you find a mistake please contact us. Prices and the availability of products and our services are subject to change without notice. Despite our best efforts, we will, from time to time, make pricing mistakes. We will endeavor to promptly correct any mistakes as we become aware of them. We reserve the right to revoke any offer and/or correct any error at any time, including after an order has been submitted and even in the event that your method of payment has been charged. Any disputes related to pricing will be resolved at our sole and complete discretion.
Certain technical difficulties or maintenance may, from time to time, result in temporary interruptions of the website. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the website, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of any function or feature of the website. You understand, agree, and accept that we have no obligation to maintain, support, upgrade, or update the website, or to provide all or any specific content through the website. This section will be enforced to the extent permissible by applicable law.
WE DO NOT MAKE ANY WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH US AND/OR OUR WEBSITE. WE PROVIDE OUR SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AGREE THAT USE OF ANY SERVICE OFFERED BY US IS AT YOUR SOLE RISK AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THESE WARRANTIES INCLUDE BUT ARE NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICE WILL BE FREE OF ERRORS OR DEFECTS, UNINTERRUPTED, TIMELY, OR SECURE. WE WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS TO YOUR COMPUTER SYSTEM RESULTING FROM THE DOWNLOAD OF MATERIAL OR DATA FROM THIS WEBSITE OR ANY OTHER SERVICE PROVIDED BY US. ANY MATERIAL DOWNLOADED IS USED AT YOUR OWN DISCRETION AND RISK.
- Limitations of Liability
AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE FOR ANY AND ALL CAUSES WHATSOEVER SHALL BE LIMITED TO THE PURCHASE PRICE PAID OR PAYABLE TO US FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OR PROFITS, DOWNTIME, LOSS OF USE, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR PROPERTY, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS
WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, INDEMNIFICATION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, NEGLIGENCE AND
DETRIMENTAL RELIANCE, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to indemnify, defend, and hold us harmless from any claim, demand, action or damage, including reasonable attorney’s fees, made by any third party or governmental agency arising out of or related to your use of any service offered by us, and you warrant that you will not use the information that we have provided you in violation of any state or federal law. You further agree to indemnify, defend, and hold us harmless, in addition to holding harmless our parents, officers, directors subsidiaries, affiliates, employees, agents, and suppliers, and their respective affiliates, officers, directors, subsidiaries, employees, and agents, from any claim, cause of action, demand, liability, or damage, including reasonable counsel fees, made by any third party or governmental agency resulting from your use of any service that we have offered or your violation of this Agreement, including without limitation, interference with property rights, claims or suits for libel, violation of rights of privacy or publicity, trespass, violations of Federal or State Law, patent infringement, copyright infringement, trademark infringement, or plagiarism. We reserve the right to, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. Our assumption of such defense, however, shall not excuse any of your indemnity obligations.
- Force Majeure
Neither party will be liable for non-performance or delay in performance of any obligation (other than payment of monetary sums due) to the extent caused by events or circumstances beyond its reasonable control and without negligence on its part.
In the event of a dispute, you agree to try to resolve the dispute by first contacting us prior to taking any other action. Failure to do so prior to taking any other action will result in your breach of this Agreement. Any resolution of your dispute will be considered by us to be in good faith and you agree to abide by our decision. If you seek a remedy in a court of law, it will be your responsibility to pay for our legal fees. In addition, you agree to waive any right to a trial by jury in the event of any controversy or claim relating to this Agreement. In addition, in the event of any breach or violation of this Agreement or any provision of this Agreement, we are entitled to enforce all of our legal remedies for the breach or wrongful activity including, but not limited to, seeking actual damages, including profits, the maximum amount of statutory damages under applicable statutes and Acts, treble damages, and attorneys' fees and costs. These remedies and damages are in addition to those monetary payments set forth above and/or any amounts otherwise due pursuant to this Agreement. The Agreement (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of New Jersey, United States of America, without regard to choice or conflicts of law principles. Further, you and we agree to the jurisdiction of Camden County, New Jersey to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreement (and any non-contractual disputes/claims relating to or arising in connection with them).
For the avoidance of doubt, “You” does not include HomeSource, Inc., Centerspec, and/or any of its parents, subsidiaries, directors, officers, affiliates, employees, agents and/or representatives.
The headings of this Agreement are only for convenience and shall not be used to construe meaning of this Agreement or the terms herein.
- Agreement Updates
This Agreement is effective as of October 17, 2017. We reserve the right to revise this policy or its terms from time to time without prior notice to you. You will be notified of any and all material changes in Our Terms of Service either through email or by a conspicuous posting on our website.
Other than as stated in this section or as explicitly agreed upon in writing between you and Us, this Agreement constitutes all the terms and conditions agreed upon between you and us and supersedes any prior Agreement in relation to the subject matter of this Agreement, whether written or oral.
Unless as otherwise stated in the Agreement, should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by us or any third party beneficiary to enforce the Agreement or any provision thereof shall not waive our or the applicable third party beneficiary’s right to do so.
We may assign the Agreement or any part of them, and we may delegate any of our obligations under the Agreement. You may not assign the Agreement to any third party.