Terms & Conditions Agreement

Transportation Data Source (TDS)
Last updated January 20, 2016

Welcome to the Terms and Conditions for Transportation Data Source (“Terms”), a service provided by Worldwide Equipment Exchange, LLC, dba Transportation Data Source (“TDS” or “Us/We”).  These Terms are applicable to and incorporated in every agreement between TDS and each of its customers (“You” or “Customer”) and govern rights and obligations of TDS and Customer.  Please read these Terms carefully.

The Terms, together with applicable terms and conditions related to any promotional offers provided to You for use with TDS, and together with any specific terms, including pricing, included in any invoice or offer of terms, constitute the entire agreement between You and TDS related to the services and information provided to You by TDS.  Please note that your use of the TDS website, www.tdsource.com and other services and information provided by TDS are also governed by our Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements on the tdsource.com website, all of which (as changed over time) are incorporated into these Terms.  In the event of any conflict of terms, specific terms included in any invoice or offer of terms shall control these Terms.

By accessing, and using www.tdsource.com and agreeing to receive information and services from TDS, you acknowledge that you have read and agree to be bound by these Terms and any materials referenced or incorporated herein.  You agree that (1) You will not share your login information with others, (2) You will not resell this site or its contents, (3) You will not use data mining robots, or similar data gathering and extraction tools; (4) You will not reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit any portion of this website for any commercial purpose without express written consent of TDS.  You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information of TDS, use any metatags or any other “hidden text” using TDS’s name without express written consent of TDS.

Conditions

We reserve the right to accept or refuse any prospective Customer in our discretion.  You may not transfer or assign your agreement to receive services and information from TDS without the prior written consent of TDS, which will not be unreasonably withheld.

When You use our services You are responsible for maintaining the confidentiality of your account and password, as well as restricting access to your computer system.  You agree to limit use of TDS information and services to the number of users for which You are authorized, and to identify those authorized users to TDS on request.

From time to time, we may choose at our sole discretion to change these Terms.  We may also choose to omit or limit any TDS services or information from Promotional Trials.

Promotional Trial Memberships

We sometimes offer certain customers various trial or other promotions, which are subject to these Terms except as otherwise stated in the promotional offers. If you sign up for a Promotional Trial and do not cancel it before the end of the trial period your account will be automatically activated, and the credit card you supplied will be charged.  At the end of the Trial Membership period, the credit card or ACH on file will be charged monthly for the TDS service that was used for the trial period.

Fees and Renewals

TDS’s fees depend on which services and information you select to purchase.  From time to time, the fees for such services and information may vary.  TDS accepts credit cards, ACH and checks. Do not sign up for TDS with a debit card.  TDS fees are non-refundable.

Annual Contracted Services

All services are on an annual contract basis. On annual services, there will NOT BE an Automatic Renewal.  If you wish to have an automatic renewal, TDS will honor that request when it is received in writing (email is an approved written method).

Canceling a TDS Membership

You may cancel your agreement with TDS at any time by providing written notice to TDS. There will be no prorated refund for an either an
export service or a subscription. Canceling a monthly paid subscription will not be prorated because it is contracted for one year, and will become due and payable in full for the amount of the agreement term

Original month-to- month subscriptions will be grandfathered until canceled by customer or TDS.

Termination by Us

We may terminate your agreement with TDS at our discretion without notice.  If we do so, we will give You a prorated refund based on the number of months remaining in your current agreement.  However, we will not give any refund for termination related to conduct that we determine, in our discretion, violates these Terms or any applicable law, involves fraud or misuse of the TDS services or information, or is harmful to our interests or another user.  Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

Agreement Changes

We may change or amend these Terms, a User Agreement, or any material referenced or incorporated herein, and our method and means of conducting business at any time.  A notice of any such change or amendment shall be posted on the website.  By continuing to use the website or our services three days thereafter, You agree to be bound by any such changes or amendments.  If You do not agree with such changes or amendments, You should exercise your right to terminate your agreement with TDS.

Applicable Law

Your agreement with TDS shall be interpreted and enforced in accordance with the laws of the State of Utah.  Other than where injunctive relief is sought, TDS shall have the option to litigate disputes or to elect to resolve disputes through binding arbitration under the rules of the American Arbitration Association.  Jurisdiction for all dispute resolution and collection of monies shall be Salt Lake County, Utah.  The party found at fault shall pay all costs of the prevailing party, including reasonable attorney fees.  Interest shall accrue on all amounts due and unpaid at the rate of 1 per cent (1%) per month, compounded monthly.

Intellectual Property and Confidentiality

Any information which comes into your possession with respect to how TDS has designed, modified or built its websites, how it operates its business, services its users, its accounting and billing procedures, its technology, software, hardware, intellectual properties, patents pending, and all related business information will be treated by you as confidential trade secrets and you shall keep such information confidential both during the term of your subscription and after its termination.  TDS shall be entitled to injunctive relief to enforce the terms of this paragraph.  All content that appears on our websites, such as text, graphics, logos, images, digital downloads, button icons, audio clips, data compilations and software is the exclusive property of TDS or its content suppliers and is protected by the United States and international copyright laws (“IP & Confidential Information”).  You agree that upon termination of your agreement with TDS, you will cease all use of Confidential Information obtained from TDS and will take all necessary steps to assure that your agents and employees also cease all use of such Confidential Information.  The following will not constitute IP & Confidential Information for purposes of this Agreement:  (a) information which is or becomes generally available to the public other than as a result of a disclosure by the IP & Customer or its Representatives; (b) information which the Customer reasonably can demonstrate was known to the Customer on a nonconfidential basis prior to its disclosure to the Customer by TDS; or (c) information which becomes available to the Customer on a nonconfidential basis from a source other than TDS, provided that such source is not subject to any prohibition against  transmitting such information.

No Warranty; Limitations on Liability

The use of the service is entirely at your risk, the services are provided “as is,” without warranty of any kind or responsibility either express or implied including (without limitation) whether related to the services, or otherwise.

TDS IS SOURCING AND RELYING SOLELY UPON DATA PROVIDED BY THE FMCSA FOR DOCKET NUMBERS, DOT NUMBERS, CARRIER NAMES, OPERATING AUTHORITIES, INSURANCE COVERAGES, INSPECTION INFORMATION, SAFETY RATINGS, CSA SCORES AND RELATED CARRIER INFORMATION, AND INFORMATION PROVIDED BY INSURERS AND INSURANCE AGENTS.  THE INFORMATION PROVIDED TO YOU WILL BE UPDATED AS SOON AS FEASIBLE AFTER IT BECOMES AVAILABLE FROM THE USABLE DATA THAT HAS BEEN REPORTED TO THE FMCSA THROUGH THE REQUIREMENTS OF STATE AND FEDERAL PROGRAMS.  WE ASSUME NO LIABILITY OF ANY NATURE FOR THE COMPONENTS.  WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THE MATERIALS OR SERVICES ARE ACCURATE.  WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OR ATTEMPTED USE OF OUR REPORTING SERVICES OR FROM ANY INFORMATION, CONTENT, OR MATERIALS PROVIDED BY TDS AND MADE AVAILABLE TO YOU, OR ANY INABILITY TO OBTAIN INFORMATION FROM TDS AT ANY TIME, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, in any way relating to or arising out of the services or the attempted use thereof or any transactions or action arising out of the services or the attempted use thereof or any transactions or action between TDS customers, whether for breach of contract/agreement, tortious behavior, negligence (whether of TDS or otherwise), or under any other cause of action.  If you become entitled to any recovery, you agree that your recovery shall be limited to the amount of fees and expenses actually paid by you to TDS within six months preceding the event or action giving rise to liability, or $500.00, which ever amount is less.

Indemnification

Customer hereby agrees to indemnify TDS and its officers, directors, owners, independent contractors, employees, agents, and affiliates for and from any loss by reason of, in any way relating to, or arising out of: (a) Customer’s use of the website or services, any violation of any law, rule, or regulation arising by reason of such use; (b) any third party claim or dispute which may arise between Customer and a third party or another customer of TDS (including, without limitation, any claim arising from or relating to transactions by Customer’s use of any motor carrier); (c) any information supplied by or through another customer or any transactions with another customer; (d) Customer’s violation of the terms of this Agreement.

Employment Offers

Subject to any limitations of applicable law, for so long as TDS is providing Services of any kind to Customer, and for the six month period thereafter, neither party may solicit for employment or employ, directly or indirectly an employee or former employee of the other party who was involved (on either side) in the pre-sales process or the post-sale provision or receipt of Services (unless such employee has left the employment of such party at least six (6) months previously) without the second party’s prior written consent.  In the event either party violates the terms of the section, that party shall pay to the non-breaching party an amount equal to the greater of (a) the total annualized compensation (including, without limitation, salary, benefits, bonuses and stock options) being paid to the employee by the non-breaching party at the time of the breach, and (b) the total annualized compensation paid or to be paid to the employee by the breaching party during the first year that the employee is retained or hired by such party.

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