Terms & Conditions – Texas Wrestling Officials Association

Terms & Conditions

TWOA Terms and Conditions of Service

These Terms and Conditions of Service (these “Terms”) are a binding agreement between you (“you” or the “User”) and Texas Wrestling Officials Association (“TWOA”). These Terms state the terms and conditions under which you may use the TWOA services (defined below). Please read these Terms carefully before accessing and using the TWOA services. By using and accessing the TWOA services, you agree that you have read and understand these Terms and further agree to be bound by these Terms. If you do not accept these Terms, do not access or use the TWOA services.

TWOA may revise these Terms at any time without notice by updating these Terms on the TWOA services. Any such revisions made to these Terms shall be effective immediately upon posting to the TWOA services. You should visit this web page periodically to review these Terms. Your continued use of the TWOA services means that you accept and agree to any revisions to these Terms. If you disagree with these Terms (as revised from time to time) or are dissatisfied with the TWOA services, your sole and exclusive remedy is to discontinue accessing and using the TWOA services.

IF YOU ARE USING, SUBSCRIBING TO, OR REGISTERING TO USE THE TWOA SERVICES ON BEHALF OF ANY BUSINESS, SCHOOL, GROUP OR OTHER ENTITY, THEN YOU REPRESENT AND WARRANT THAT (I) YOU ARE DULY AUTHORIZED BY SUCH ENTITY TO ACCEPT THESE TERMS AND CONDITIONS ON SUCH ENTITY’S BEHALF, AND (II) THE TERMS “YOU” AND “USER” WILL REFER TO THE ENTITY THAT YOU REPRESENT AND TO ANY PERSON USING THE TWOA SERVICES ON BEHALF OF SUCH ENTITY. ANY ACCOUNT REGISTERED IN THE NAME OF AN ENTITY WILL BE OWNED BY SUCH ENTITY AND NOT BY ANY INDIVIDUAL USER OR ACCOUNT ADMINISTRATOR. SUCH ENTITY SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING ACCESS TO THE TWOA SERVICES IN THE EVENT OF A CHANGE OF SUCH ENTITY’S AUTHORIZED USERS, INCLUDING A CHANGE IN THE ACCOUNT ADMINISTRATOR. TWOA MAY CONCLUSIVELY RELY ON ANY WRITTEN DIRECTION THAT PURPORTS TO BE AUTHORIZED BY THE ENTITY OR ANY PERSON ACTING ON BEHALF OF THE ENTITY WITHOUT VERIFICATION, INCLUDING CHANGING THE ACCOUNT ADMINISTRATOR, AND TWOA SHALL HAVE NO LIABILITY FOR SUCH ACTION.

ARTICLE 1. REGISTRATION REQUIREMENTS

Section 1.01. Age Requirements. You must be at least 18 years of age to use the TWOA services. By agreeing to these Terms, you confirm that you (i) are at least 18 years old, (ii) are an emancipated minor, or (iii) possess legal parental or guardian consent. TWOA does not knowingly collect or solicit personal information from anyone under the age of 18 without parental consent, and TWOA does not knowingly allow such persons to register for the TWOA services without parental consent. If you are under the age of 18 and do not have consent from your parent or guardian, do not attempt to register for the TWOA services or send any information about yourself to TWOA. If TWOA learns that it has collected personal information from anyone under the age of 18 without parental or guardian consent, TWOA will delete such information. If you believe that TWOA has any information from or about a person under the age of 18 without parental or guardian consent, please contact TWOA at admin@twoa-tx.org.

Section 1.02. Registration Information. You agree to (a) provide accurate and complete information about yourself, your family members, and/or other Authorized Users, as prompted by our registration process (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it accurate and complete.

ARTICLE 2. DEFINITIONS

Section 2.01. Definitions. The following definitions shall apply to these Terms:

• Access: The term “access” and variations thereof (including, without limitation, “accessing” and “accessible”) means to upload to, store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a link to, or make use of (directly or indirectly) through electronic means or otherwise.

• Affiliate: The term “affiliate” means, with respect to a specified entity, any entity that, directly or indirectly, controls, is controlled by, or is under common control with the specified entity. For this purpose, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity.

• TWOA Marks: The term “TWOA Marks” means all trademarks, trade names, service marks and trade dress of TWOA.

• TWOA Policies: The term “TWOA Policies” means any written statements or policies (in printed or electronic form) concerning access to the TWOA services as may be adopted or modified by TWOA from time to time and posted through the TWOA services.

• TWOA Software: The term “TWOA Software” means any online or downloadable software provided by TWOA, including web applications and/or mobile applications, and any software component thereof.

• TWOA Services: The term “TWOA services” means the TWOA Software, the TWOA Websites, and any related applications, software, and services provided or made available by TWOA.

• TWOA Technology: The term “TWOA Technology” means any and all Technology developed by or for TWOA, including without limitation the TWOA Software, the TWOA services, and all Technology incorporated therein.

• TWOA Websites: The term “TWOA Websites” (each individually a “TWOA Website”) means the websites located on the internet at twoa-tx.org, or other websites providing the TWOA services, including any and all TWOA Technology used, incorporated, stored or accessible therein.

• Authorized User: The term “Authorized User” means (a) User, if User is an individual; or (b) if User is an entity, User’s employees, representatives and agents who are authorized by User to access and use the TWOA services under the rights granted to User pursuant to these Terms.

• Entity: The term “entity” means any business, school, group or other entity.

• Registered User: The term “Registered User” means a User who has registered with TWOA and created an account to use one or more TWOA services.

• Technology: The term “Technology” means information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, websites, web pages, links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists, customer lists, and any other proprietary information or intellectual property.

• User: The term “User” shall mean any person who accesses an TWOA Website or uses the TWOA services.

ARTICLE 3. LICENSE; SCOPE OF USE

Section 3.01. Access. Subject to and conditioned upon User’s strict compliance with all terms and conditions set forth herein, TWOA hereby grants User a non-exclusive, non-transferable, and revocable license to access the TWOA services. This license grants User and its Authorized Users the right to view, browse, retrieve, and request products and services of TWOA through the TWOA services. In addition, if User is a Registered User, this license grants User and its Authorized Users the right to:

(a) upload and post information on and through the TWOA services, subject to these Terms;

(b) install, in accordance with these Terms, any downloadable TWOA Software on computers or mobile devices controlled by the Registered User; and

(c) use the TWOA Software in accordance with these Terms.

Section 3.02. TWOA Policies. User shall comply with all TWOA Policies, as amended from time to time. User is solely responsible for ensuring User’s compliance with all TWOA Policies as currently amended. TWOA may monitor your use of the TWOA services to ensure compliance with TWOA Policies.

Section 3.03. Use Restrictions. User shall not, and shall require Authorized Users not to, directly or indirectly:

(a) use (including make any copies of) the TWOA services beyond the scope of the license granted under Section 3.01;

(b) provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of User, with access to or use of the TWOA services except Authorized Users;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the TWOA services or any part thereof;

(d) combine the TWOA services or any part thereof with, or incorporate the TWOA services or any part thereof in, any other websites or programs, other than TWOA’s official partners and websites and programs integrated into the TWOA’s Websites and TWOA services by TWOA or with TWOA’s written permission;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the TWOA services or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, patent, or other intellectual property or proprietary rights notices provided on or with the TWOA services, including any copy thereof;

(g) copy the TWOA services, in whole or in part;

(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the TWOA services, or any features or functionality of the TWOA services, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(i) use the TWOA services in violation of any law, regulation, or rule;

(j) use the TWOA services for purposes of competitive analysis of the TWOA services, the development of a competing software product or service, or any other purpose that is to the commercial disadvantage of TWOA; or

(k) violate any other provision of these Terms.

Section 3.04. Password. User’s right to use the TWOA services is not transferable. Any password, account identifier or right given to a User to access or use the TWOA services is not transferable. User hereby accepts responsibility and shall be solely liable for all access to the TWOA services in connection with User’s account, including, without limitation, any and all actions, omissions, losses and damages occurring in connection with such access. User shall be solely responsible for maintaining the confidentiality and security of User’s account and password. User shall immediately notify TWOA of any unauthorized use of User’s account or of any other breach of security related to User’s account or password. User shall prevent anyone other than an Authorized User from accessing the TWOA services through User’s account, and User shall be liable for all use of User’s account, whether or not authorized by User.

Section 3.05. Compliance. User agrees to comply with these Terms and all local, state, and federal laws, statutes, ordinances, and regulations that apply to User’s use of the TWOA services, and to ensure the compliance by such User’s affiliates, officers, directors, members, managers, employees, independent contractors, joint venturers, and agents with respect to the same.

Section 3.06. Access Limitations. Notwithstanding any other provision of these Terms, TWOA reserves the right to change, suspend, disable access to, discontinue or remove any services, products, content, or other materials comprising the TWOA services at any time without notice. Further, TWOA reserves the right to cancel a Registered User’s account for any reason and in the exclusive discretion of TWOA, upon providing notice of such cancellation to such Registered User in accordance with Section 12.10 of these Terms, and in no event will TWOA be liable to User or any third party for exercising such rights. Upon cancellation of a Registered User’s account, the Registered User shall immediately cease and desist any and all access to and attempts to access any portion of the TWOA services reserved for Registered Users. Notwithstanding the foregoing, User will remain liable for all amounts due, if any, in connection with User’s use of the TWOA services, and any products or services offered through the TWOA services.

Section 3.07. User Submissions. User understands and acknowledges that User is solely responsible for all information and materials User submits, transmits or uploads to the TWOA services for purposes of using the TWOA services (“User Submissions”). User represents and warrants to TWOA that all User Submissions (i) are property of User or are provided with the express permission of the owner of such User Submissions; (ii) regarding anyone under the age of 18, is provided with parental consent; (iii) are provided by User in accordance with any agreements and all laws applicable to User’s collection, use and transmission of such User Submissions and do not infringe upon or violate the rights of any other party; (iv) are true, accurate, complete and current at all times; and (v) may be used, stored and relied upon by TWOA without liability to User or third parties. USER UNDERSTANDS AND AGREES THAT THE SUBMISSION OF ANY USER SUBMISSIONS IS AT USER’S SOLE RISK, AND TWOA HEREBY DISCLAIMS ANY AND ALL LIABILITY TO USER FOR ANY LOSS OR LIABILITY RELATING TO USER SUBMISSIONS IN ANY WAY. TWOA is not responsible or liable to User for the content or accuracy of any information that any other user submits or third party transmits or uploads to the TWOA services.

Section 3.08. Privacy Policy; Required Disclosures. TWOA’s use of information provided by User, including confidential information, User Submissions, and third-party information, is subject to the TWOA Privacy Policy, and User hereby agrees to the terms of the TWOA Privacy Policy. Without limiting the foregoing, User acknowledges and agrees that TWOA may disclose User’s confidential information and third-party information if and to the extent that TWOA, in its sole discretion, determines that such disclosure is necessary to (i) comply with applicable law, regulation, subpoena, or court order; (ii) enforce these Terms or other TWOA Policies; or (iii) protect TWOA and its users and affiliates.

Section 3.09. Additional Terms. While TWOA does not generally pre-screen User Submissions, TWOA reserves the right to pre-screen, refuse, or remove any User Submissions that it, in its sole discretion, believes violate these Terms or are otherwise objectionable.

ARTICLE 4. INTELLECTUAL PROPERTY

Section 4.01. Ownership and Title. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, TWOA Technology and other matters related to the TWOA services are the property of TWOA and are protected pursuant to applicable copyright, trademark and other proprietary and intellectual property rights laws. TWOA grants User a limited, revocable license to use TWOA’s content, products and services only as specifically set forth herein, and any use outside of or in conflict with these Terms is strictly prohibited and may lead to civil and criminal penalties, including possible monetary damages. User does not acquire ownership rights to any content, document or other material viewed, created or downloaded through the TWOA services, with the exception of any information and material submitted by User in connection with User’s use of the TWOA services. TWOA’s posting of information or materials on an TWOA Website or through the TWOA services does not constitute a waiver of any right in such information and materials.

Section 4.02. User Information.

(a) You retain full ownership of your User Submissions. However, by submitting User Submissions to the TWOA services, you grant TWOA a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, display, transfer and distribute (i) the User Submissions in connection with its provision of the TWOA services, and (ii) User Submissions and any information relating to your use of the TWOA services, in aggregated, de-identified, statistical form.

(b) TWOA will manage individual student data in accordance with the Family Educational Rights and Privacy Act of 1974 (including its implementing regulations, “FERPA”) that govern the confidentiality of, and access to, students’ educational records.

(c) If you submit any ideas regarding new products or services to TWOA, these ideas will be the property of TWOA.

Section 4.03. Unauthorized Use. User shall not copy or download any material or information from the TWOA services without the prior written consent of TWOA. User shall not access, download, modify, reverse engineer, reproduce, copy, create derivative works from, display, perform, rent, lease, license, loan, sell or distribute, including without limitation by framing or similar means, the TWOA Technology without the prior written consent of TWOA. User will not exploit the TWOA services, the TWOA Technology, or any material or information from the TWOA services in any unauthorized way whatsoever. User understands and agrees that the TWOA services and certain products offered through the TWOA services contain security Technology. User understands and agrees that such security Technology is an inseparable part of the TWOA services and such products, and shall not violate, circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with any such security Technology for any reason or attempt to assist another person in doing so. User shall not access the TWOA Websites or use User’s account to directly or indirectly promote, advertise, market or provide any website or service that is similar to or competitive with any TWOA services.

Section 4.04. Trademarks. TWOA shall retain all rights, title and ownership interests in the TWOA Marks and goodwill associated therewith. User shall not copy, imitate or use the TWOA Marks without the prior written consent of TWOA. User acknowledges that, excepting the TWOA Marks, all other product, service and company names mentioned in the TWOA services may be trademarks of their respective owners.

Section 4.05. Proprietary Information. User shall hold the TWOA Technology in strict confidence and shall not access or disclose the TWOA Technology except as otherwise permitted under these Terms. User hereby acknowledges and agrees that the TWOA Technology (i) derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and from not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; (ii) is the subject of reasonable efforts under the circumstances to maintain its secrecy; and (iii) is a trade secret as defined under any applicable law.

Section 4.06. No Contest. User shall not contest or aid in contesting the ownership or validity of the Technology, copyrights, trademarks, service marks and trade secrets (as applicable) of TWOA used in connection with the TWOA services.

ARTICLE 5. CONFIDENTIALITY

Section 5.01. Confidential Information. In connection with these Terms, TWOA may disclose or make available Confidential Information to User. Subject to Section 5.02, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that TWOA considers confidential or proprietary, including information consisting of or relating to TWOA’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and information with respect to which TWOA has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, the TWOA Software and the TWOA Technology are the Confidential Information of TWOA.

Section 5.02. Exclusions. Confidential Information does not include information that: (i) was rightfully known to User without restriction on use or disclosure prior to such information being disclosed or made available to User in connection with these Terms; (ii) was or becomes generally known by the public other than by User’s or any of its representatives’ noncompliance with these Terms; (iii) was or is received by User on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by User without reference to or use of any Confidential Information.

Section 5.03. Protection of Confidential Information. As a condition to any disclosure of or access to Confidential Information, User shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms;

(b) except as may be permitted under the terms and conditions of Section 5.04, not disclose or permit access to Confidential Information other than to its representatives who (i) need to know such Confidential Information for purposes of User’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and User’s obligations under this ARTICLE 5; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this ARTICLE 5;

(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(d) ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this ARTICLE 5.

Notwithstanding any other provisions of these Terms, User’s obligations under this ARTICLE 5 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of User or any of its representatives.

Section 5.04. Compelled Disclosures. If User or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, User will: (i) promptly, and prior to such disclosure, notify TWOA in writing of such requirement so that TWOA can seek a protective order or other remedy or waive its rights under Section 5.03; and (ii) provide reasonable assistance to TWOA in opposing such disclosure, seeking a protective order or other limitations on disclosure. If TWOA waives compliance or, after providing the notice and assistance required under this Section 5.04, User remains required by law to disclose any Confidential Information, User will disclose only that portion of the Confidential Information that User is legally required to disclose and, on TWOA’s request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

ARTICLE 6. WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.01. Express Warranties. User hereby acknowledges and agrees that TWOA, including any officers, directors, members, managers, employees, independent contractors, joint venturers and agents of TWOA, have not made or granted to User any express warranties concerning the TWOA services or any products or services (including third-party products and services) offered through the TWOA services, and User hereby waives any and all claims of any such warranty.

Section 6.02 Release of Liability and Indemnification. I agree that in consideration for the right to officiate wrestling and in consideration for permission to officiate:

(a) I voluntarily elect to accept and assume all risks of injury incurred or suffered by me (i) while officiating as a member of TWOA, (ii) while serving in a non-officiating capacity as a member of TWOA, and (iii) while on or upon the premises of any and all of the facilities arranged for by the TWOA State Association or my TWOA Local Chapter for officiating a scheduled wrestling event.

(b) I hereby release, discharge and agree not to sue TWOA, or their owners, officers, agents, servants, associations, employees, or any person or entity connected with TWOA for any claim, damages, costs or cause of action which I have or may in the future have as a result of injuries or damages sustained or incurred by me from whatever cause including but not limited to the negligence, breach of contract or wrongful conduct of the parties hereby released.

ARTICLE 7. WARRANTY LIMITATION

THE TWOA SERVICES, AND ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES CONTAINED OR PROVIDED THEREIN OR THEREBY, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TWOA, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS, AND USER HEREBY WAIVES, ALL WARRANTIES BY TWOA, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS IN CONNECTION WITH THE TWOA SERVICES OR ANY PRODUCTS OR SERVICES (INCLUDING THIRD-PARTY PRODUCTS AND SERVICES) OFFERED THROUGH THE TWOA SERVICES. TWOA DOES NOT GUARANTEE, REPRESENT OR WARRANT, AND USER HEREBY WAIVES ANY GUARANTY, REPRESENTATION OR WARRANTY, THAT USE OF OR ACCESS TO THE TWOA SERVICES BY USER WILL BE UNINTERRUPTED OR FREE FROM ERROR, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND TWOA DISCLAIMS ANY LIABILITY RELATING THERETO. FURTHER, USER AGREES THAT TWOA MAY FROM TIME TO TIME SUSPEND ACCESS TO THE TWOA SERVICES FOR INDEFINITE PERIODS OF TIME. TWOA DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY, AND USER HEREBY WAIVES ANY AND ALL SUCH WARRANTIES, AS TO THE RESULTS OBTAINED FROM USE OF THE TWOA SERVICES OR ANY PRODUCTS OR SERVICES OFFERED THROUGH THE TWOA SERVICES, OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE TWOA SERVICES. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND THE TWOA SERVICES SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE TWOA SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

ARTICLE 8. LIMITATION OF LIABILITY

IN NO EVENT SHALL TWOA OR ANY OF TWOA’s MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, JOINT VENTURERS OR AGENTS BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES, IN CONNECTION WITH OR ARISING FROM (I) THE USE, PERFORMANCE OR OPERATION OF THE TWOA SERVICE; (II) THE USE, PERFORMANCE OR OPERATION OF THE INTERNET; (III) ANY PRODUCTS OR SERVICES OFFERED THROUGH THE TWOA SERVICE; (IV) THESE TERMS; OR (V) THE CONTENT, ACTIONS OR INACTIONS OF THIRD PARTIES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER TWOA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS TWOA’s LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ARTICLE 9. LIMITATION OF DAMAGES

USER’S SOLE REMEDY FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS AND THE TWOA SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE REFUNDS OF ANY AMOUNTS PAID BY USER TO TWOA WITHIN THE PRIOR 12 MONTHS, AS DETERMINED BY TWOA. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Section 9.01. Indemnification. User shall assume liability for, and indemnify, protect, save and keep harmless, TWOA and its members, managers, officers, directors, employees, independent contractors, joint venturers, successors, assigns, representatives, and agents, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by TWOA on or measured by any compensation received by TWOA for services provided hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against TWOA in any way relating to or arising out of (i) misuse by User or any Authorized User of the TWOA services (including, without limitation, any claims for breach of contract, loss of data, libel, slander, invasion of privacy or false advertising); (ii) User’s or any Authorized User’s negligence or any criminal or tortious acts (or failures to act) of User, including, without limitation, User’s violation of the rights of any third party; and (iii) any breach by User or any Authorized User of User’s obligations, or any representations and warranties made by User, under these Terms.

Section 9.02. Links. User hereby acknowledges that the TWOA services may contain links to third-party websites. Any such links are provided solely as a convenience to User and do not constitute an endorsement by TWOA of such websites and the third-party content therein. TWOA does not warrant and will not have any liability or responsibility for any third-party websites or for any materials, products or services of third parties. User agrees that User will not use any third-party materials or websites in a manner that would violate or infringe the rights of any other party and that TWOA is in no way responsible for any such use by User.

ARTICLE 10. FEES AND PAYMENT

Section 10.01. Fees and Charges. Some TWOA services are provided at no charge and other TWOA services require the payment of a subscription fee, license fee, transaction fee or other charge. Where applicable, TWOA will charge User’s selected payment method (such as your credit card, debit card or other method) for any fees or other charges. By providing TWOA with automated payment information, you authorize TWOA to charge your automated payment account for any amounts arising from or relating to the TWOA services without further authorization from you. It is your responsibility to keep your automated payment information up-to-date. TWOA may update information regarding User’s selected payment method if provided such information by User’s financial institution. All transactions are final. Some fees and charges for TWOA services automatically renew until cancelled.

Section 10.02. Failure to Pay Fees and Charges. If User is subscribing to any fee-based TWOA services, User shall pay TWOA the fees and charges due without offset or deduction. If User fails to make any payment when due, without limiting TWOA’s other rights and remedies: (i) TWOA may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) User shall reimburse TWOA for all costs incurred by TWOA in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) TWOA may suspend User’s and its Authorized Users’ access to any portion or all of the TWOA services until such amounts are paid in full.

ARTICLE 11. TERM AND TERMINATION

Section 11.01. Term. The term of these Terms begins on the date User first accesses an TWOA Website or otherwise uses the TWOA services and continues until terminated.

Section 11.02. Termination. Subject to Section 11.04:

(a) For Users that do not pay a subscription license fee for TWOA services under a separate agreement between User and TWOA, (i) TWOA may terminate these Terms, and all licenses granted to User, at any time, for any reason or for no reason, with or without notice to User; (ii) such User may terminate these Terms with respect to TWOA services at any time by discontinuing use of TWOA services and all related TWOA Technology; and (iii) User will not be entitled to any refund for amounts paid to TWOA.

(b) For Users that pay a subscription license fee for TWOA services under a separate agreement between User and TWOA, TWOA and such User may terminate these Terms, and all licenses granted to User, pursuant to the terms of such agreement. User will not be entitled to any refund for amounts paid to TWOA in the event that termination by TWOA is a result of a breach by User of either such agreement or these Terms.

Section 11.03. Effect of Termination. Upon termination of these Terms, User shall immediately discontinue use of the TWOA services and any TWOA Technology. If User is a Registered User, TWOA may, but is not required to, delete all passwords, usernames, and all related information, files and content associated with or inside User’s account.

Section 11.04. Survival. Any right, obligation, or required performance of the parties in these Terms that, by its express terms or nature and context is intended to survive termination of these Terms, will survive any such termination, including without limitation Articles 4 through 9. To avoid confusion, these Terms shall survive any termination or cancellation of a Registered User’s account if the Registered User continues to use the TWOA services following such termination.

ARTICLE 12. MISCELLANEOUS

Section 12.01. Entire Agreement. These Terms, any current or future TWOA Policies, and any other notices and agreements posted by TWOA through the TWOA services, all as may be amended from time to time in TWOA’s sole discretion, contain the entire understanding between User and TWOA with respect to the TWOA services. User understands that User may also be subject to additional terms and conditions that may apply when User accesses or uses third-party content, products, services, or software in connection with User’s use of the TWOA services.

Section 12.02. Modifications to TWOA Services. TWOA reserves the right to modify or discontinue, temporarily or permanently, the TWOA services (or any part of the TWOA services).

Section 12.03. Amendments and Modifications. These Terms may be amended at any time from time to time by TWOA without specific notice to User. The latest version of these Terms will be posted the on the TWOA services, and User should review these Terms prior to using the TWOA services. Excepting modifications made to any TWOA Policy by TWOA, any alteration, modification or amendment of these Terms shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of TWOA.

Section 12.04. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed in a manner consistent with applicable law so as to reflect, as nearly as possible, the original intention of these Terms, and the remaining provisions of these Terms shall remain in full force and effect.

Section 12.05. Statutory Exceptions for Public Institutions. If User is a qualified public educational or government institution, and any part of these Terms, such as, by way of example, all or part of the indemnification provisions of Section 9.01, is invalid or unenforceable against User because of applicable state or federal law, then such portion shall be deemed invalid and unenforceable, as the case may be, and instead construed in a manner most consistent with applicable law. If the laws of the State of Texas are so precluded, these Terms shall be construed under the laws of the state in which User’s public education or government institution is located.

Section 12.06. Arbitration. Subject to Section 12.05, any controversy or claim arising out of or relating to these Terms, or breach thereof, may, at TWOA’s sole discretion, be settled exclusively through final and binding arbitration, rather than in court, in accordance with the rules and procedures of the American Arbitration Association in Houston, Texas. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure.

Section 12.07. Governing Law; Venue. Subject to Section 12.05, these Terms shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to conflict of law provisions. Subject to the arbitration provisions of Section 12.06, any claim or dispute User may have against TWOA that must be resolved by a court, shall be brought in a court located in Houston, Texas. User agrees to submit to the personal jurisdiction of the courts located within Houston, Texas to litigate all such claims or disputes.

Section 12.08. Successors and Assigns; Assignment. These Terms shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. User may not transfer or assign any rights or obligations User has under these Terms. TWOA reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

Section 12.09. Captions. The headings and captions of these Terms are inserted for convenience of reference and do not define, limit or describe the scope or intent of these Terms or any particular section, paragraph, or provision.

Section 12.10. Notice to User. All notices to User shall be in writing. Notices posted conspicuously through the TWOA services or sent to User electronically, including without limitation via electronic mail, shall be deemed to be written notices. Notices to User shall be deemed to have been received (i) 24 hours after the time such notice is posted conspicuously through the TWOA services or after being sent to User electronically, (ii) upon delivery to User in person or by courier, or (iii) 3 days after the date mailed by registered or certified mail, return receipt requested.

Section 12.11. Notice to TWOA. All notices to TWOA shall be in writing and shall be deemed to have been received (i) upon delivery to TWOA via email in all cases to the address for TWOA set forth below.

TWOA Administrator: admin@twoa-tx.org

Section 12.12. Remedies. All remedies under these Terms are cumulative and in addition to any other rights and remedies available to TWOA at law or in equity. The parties hereby acknowledge and agree that any breach or threatened breach of these Terms by User may cause irreparable injury to TWOA for which monetary damages are inadequate, difficult to compute, or both. Accordingly, the parties agree that these Terms may be enforced by specific performance, injunction or any other equitable remedy, without requiring TWOA to post a bond, in addition to any other remedies available to TWOA.

Section 12.13. Waiver. TWOA’s failure to act with respect to a breach by User or others does not waive any right to act with respect to subsequent or similar breaches. Any waiver of a provision of these Terms shall not be binding unless such waiver is in writing and signed by the waiving party.

Section 12.14. Public Announcements. All public announcements concerning TWOA or the relationship of User and TWOA shall be subject to the prior written approval of TWOA.

Section 12.15. Litigation and Arbitration Expense. In the event of litigation or arbitration arising out of or relating to these Terms, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration, the payment of which shall be governed by the rules and procedures of the American Arbitration Association).

Last updated August 1, 2024.