Terms of Use Agreement

This Terms of Use Agreement (this “Agreement”), which is a legal agreement between you (either “Customer” or “you”) and TechnologyFusion, Inc., an Illinois corporation (the “Company”, “we” or “us”), shall govern your use of and access to the Company’s on-line web application development service (the “Service”), which is accessible at the Company’s website located at tunnlr.com (the “Website”). By checking the box or clicking the “I Agree” button at the end of the this Agreement, or by otherwise accessing and/or using the Service any time, you (x) accept this Agreement and agree to be bound by each of its terms, and (y) represent and warrant to Company that (i) you have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against you, and (iii) you have read and understand Company’s Privacy Statement, the terms of which are hereby incorporated by reference, and agree to abide by such policies for the duration of the term of this Agreement. If you do not agree with any of the terms contained herein, you should not click the “I Agree” button or check the box at the end of this Agreement and immediately cease any and all use of the Service.

Changes to Agreement, Service and Website. Company may amend any part of this Agreement at any time, and the amended terms will be effective 10 days after initial posting at the Website. In addition, Company may, without prior notice, add, delete or modify some or all of the Service and/or content available on the Website at any time in its sole discretion. Further, Company may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES AND/OR MODIFICATIONS.
Accessing the Service. As part of the registration process, you will be provided with a hostname and port to access the Service. So long as you remain current in all fees due and owing to the Company and the Company has not otherwise terminated your access to the Service as set forth herein, your hostname and port will remain active and you will be permitted to access and use the Service. Access to the Service will immediately be terminated upon any termination of your account, whether by you or the Company. You are not permitted to access to Service via any other hostname and/or port than those provided to you by the Company, and any attempt to do so will constitute grounds for immediate termination of your account without refund.
Sharing Access; Sharing Access. Your hostname and port shall be usable solely by you, and as such, you are not permitted to share either or both of them with any third party. You are solely responsible for the use and protection of your hostname and port and agree to take all reasonable precautions to protect the security and integrity, and to prevent unauthorized use, thereof. You shall immediately notify Company via e-mail at support@tunnlr.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your hostname or port. In addition, you shall refrain from (i) accessing any other hostname or port, and (ii) using your hostname and port for any purpose other than sending HTTP traffic to authorized computer systems. Any breach of this Section 3 by you may, at the Company’s discretion, result in immediate termination of your account without refund.
Fees. There is no charge for your first month using the Service, after which time the monthly fee payable by you for use of the Service shall be as set forth from time to time on the Website or in materials provided to you. After the expiration of such first month of use, fees will be billed to your credit card on a monthly basis on or about the same day each month. Cancellation during the middle of any month will not entitle Customer a refund of any pre-paid fees for such month. Your credit card, either as listed in the credit card authorization form submitted to Company or as otherwise submitted to Company (including, without limitation, at the Website), will be billed automatically for such sums. By accepting this Agreement or otherwise using the Services, you hereby authorize Company to charge such credit card for all fees due and owing hereunder. You shall not, under any circumstance, (i) revoke the above-referenced authorization to charge the above-referenced credit card for any Services previously rendered or the remainder of any month in which you have terminated the Service, or (ii) contest any charges to the above-referenced credit card which are made by the Company in accordance with this Section 4. You shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to Section 16(a) of this Agreement.
Copyright. All materials published or displayed at the Website or otherwise published or displayed by Company in connection with the Service (collectively, "Content") are protected by copyright, and are solely owned or controlled by Company, or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information or restrictions contained in or associated with any Content accessed through the Service or on the Website. The Service, Website and Content are each protected by copyright pursuant to U.S. and international copyright laws, and as such, you may not, without the prior, written consent of Company or the applicable copyright holder, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content. If you would like to copy any of the Content for valid, limited business purposes (e.g. to provide to a client for informational purposes), please contact Company via e-mail at support@tunnlr.com and your request will considered on a case-by-case basis; provided that Company reserves the right to grant or deny any such request in its sole discretion.
Outside Links. The Website and/or Services may contain links to third party websites not under the control or operation of Company. Such links are provided only as a convenience and Company does not endorse, and is not responsible for, the content of any linked site or any link contained in a linked site. Unless you have executed a written agreement with Company expressly permitting you to do so, you may not provide a hyperlink to the Website from any other website. Company reserves the right to revoke its consent to any link at any time in its sole discretion.
Unavailability of Service. Customer is responsible, at its sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Service. Requirements for access to the Website are available by request from Company. While it is Company’s objective is to make the Website and Service accessible 24 hours per day, 7 days per week, the Website and Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Company, access to the Website and/or Service may be interrupted, suspended or terminated from time to time. YOU AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR SERVICE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR SERVICE.
Intellectual Property. Company shall remain the sole and exclusive owner of the Service and all software, source code, object code and other intellectual property associated therewith. In addition to the copyright restrictions set forth in Section 5 above, this Agreement shall not be deemed to transfer from Company to Customer (i) any of Company’s intellectual property (including, without limitation, patents, trademarks, service marks, trade names, copyrights and licenses), technology, software programs or any related assets owned by Company, or (ii) any rights to use or license any of the foregoing except as explicitly set forth in this Agreement. The Company logo and other Company marks appearing on the Website or otherwise as part of the Service are either registered or unregistered marks of Company, and Company retains all rights with respect to such marks.
Prohibited Actions. You hereby represent and warrant that all information submitted or otherwise passing through your account will not (i) be fraudulent, (ii) infringe any third party's rights, including, without limitation, copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy, (iii) violate any applicable law, statute, rule or regulation, (iv) be obscene, indecent or contain pornography, and (v) be defamatory, trade libelous, threatening or harassing. Furthermore, you agree not to tamper in any way with the software or functionality of the Website or the Service. Without limiting the generality of the foregoing, you agree not to introduce any material into the Website or the Service that contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
Indemnification. You hereby agree to indemnify, defend and hold harmless Company, and its officers, directors, managers, owners, employees, agents, affiliates and representatives (collectively, the "Indemnified Parties"), from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of (i) any website developed, either in whole or in part, by you (including claims based on infringement or violation of law), and (ii) any breach by you, or any other user of your hostname and port, of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. Company reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you.
DISCLAIMER OF WARRANTIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY PROVIDES THE SERVICE AND WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OF CONDITION, EXPRESS OR IMPLIED. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICE AND/OR WEBSITE IS AT ITS SOLE RISK. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICE. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE AND/OR ERROR-FREE, (IV) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, (V) THAT THE SERVICE WILL BE COMPLETELY SECURE, (VI) ANY WARRANTIES IN RESPECT OF ANY PRODUCTS OR SERVICES PURCHASED AT THE WEBSITE, (VII) AS TO THE ACCURACY OF ANY CONTENT POSTED AT THE WEBSITE, AND (VIII) AS TO THE RESULTS THAT YOU MAY ACHIEVE BY USE OF THE SERVICE OR WEBSITE.
LIMITATION OF LIABILITY. CUSTOMER AGREES THAT NEITHER COMPANY, NOR ANY OFFICER, AFFILIATE, DIRECTOR, MANAGER, EQUITY HOLDER, AGENT OR EMPLOYEE OF COMPANY, WILL BE LIABLE TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF USE OF THE WEBSITE AND/OR THE SERVICE OR THE INABILITY TO GAIN ACCESS TO OR USE THE WEBSITE AND/OR SERVICE. IN ALL EVENTS, THE AGGREGATE LIABILITY OF COMPANY FOR ANY REASON AND UPON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE 6-MONTH PERIOD IMMEDIATLEY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
Sending E-mail. Company reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Service. In addition, Company may contact you via e-mail regarding your participation in user surveys, asking for feedback on the Service and existing or prospective products and features. This information will be used to improve the Service and better understand our users, and any information we obtain in such surveys will not be shared with third parties, except in aggregate form.
Disclosing Information. Company reserves the right to disclose information about your usage and demographics as more fully set forth in the Company’s Privacy Statement.
Termination. Company may temporarily or permanently suspend or terminate Customer’s access to the Service or certain portions of the Website and/or Service, and terminate this Agreement, immediately upon learning of any breach of this Agreement by Customer; provided, that for breaches which are not deemed by Company to be material in nature, such access may, at Company’s option, be reinstated upon Customer’s cure of such breach.
Miscellaneous.
1. This Agreement shall be governed by, and construed in accordance with, the internal laws of Illinois (without regard to conflict of law principles). Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by arbitration in Chicago, Illinois under the rules of arbitration of the American Arbitration Association.
2. All correspondence from Customer to Company should be sent via e-mail to support@tunnlr.com.
3. Company and Customer are intended to be independent contractors, and nothing in this Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Customer.
4. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
5. Company shall not be deemed to be in default of any provision of this Agreement or be liable for any delay, failure of performance or interruption of the provision of services to Customer resulting, directly or indirectly, from any unforeseen or force majeure event.
6. Factual references by Company to the existence of a business relationship between the parties shall not require approval of Customer.
7. Customer may not sell, assign or transfer its rights or delegate its duties under this Agreement, either in whole or in part, without the prior, written consent of Company, and any attempted assignment or delegation without such consent will be void. Company may assign this Agreement in whole or part, and may delegate the performance of certain services to third parties.
8. This Agreement, together with any documents incorporated herein by reference and the Company Subscription Terms and Conditions, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.