This website and the information accessible through the website (“Product”) are owned exclusively by Trahan Solutions, Inc. and provided by Trahan Solutions, Inc. or its affiliates (“Trahan Solutions”). The following terms and conditions (“Terms”) govern your use of the website, and data or Product accessed or downloaded by you or anyone within your organization (“you” or “Customer”) from the website. The term Product shall include any data accessed through the use of the Product. By accessing, browsing and using this website or the Products, you acknowledge that you have read, understood and agree to be bound by these Terms. In addition, when using particular Products, you shall be subject to any guidelines Trahan Solutions posts that are applicable to such Products. All such guidelines are hereby incorporated by reference into these Terms.
Limited License: Upon payment or other arrangement for the Product, Trahan Solutions hereby grants Customer a nonexclusive, nontransferable license to use the Products. This license is a membership license. A membership license is only effective at the discretion of Trahan Solutions and lasts for the mutually agreed upon membership period subject to the renewal provision. Customer acknowledges that receipt of the Product fulfills Trahan Solutions’ obligations under the terms of the Agreement and Customer’s information requirements. Customer agrees that it is licensing the Product for its end use only and not for resale or redistribution. Customer hereby warrants and agrees not to sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce, or copy the Product or any portion thereof (or permit any of the foregoing) or disclose any portion of the Product contents to any other party without the prior written permission of Trahan Solutions. Customer further warrants not to reverse assemble, reverse compile, or otherwise attempt to create, copy, or uncover any source or object code associated or contained within the Product. In no event shall Licensee have the right to duplicate, in whole or in part, the Licensed Documentation except for internal printing and/or downloading specifically and exclusively for the end use and benefit of the Licensee.
Accounts, Passwords and Security: Customer warrants that it will not permit any unauthorized access or use of the Product. Customer is entirely responsible for maintaining the security and confidentiality of its accounts and passwords. Customer shall be responsible for any and all charges incurred by persons accessing its account and for any use of the Product by any user. Customer agrees to notify Trahan Solutions immediately of any unauthorized use of its account or any other breach of security. Trahan Solutions will not be liable for any loss that Customer may incur as a result of someone else using Customer’s password or account, either with or without Customer’s knowledge.
Business (Group) Memberships: In addition to the provisions above, in the event of a multi-user membership, Customer will be asked to designate one of its employees to act as an administrator for Customer and select a username and password. The Customer’s administrator will be responsible for the creation and maintenance of individual employee user accounts, including the expedient deletion of accounts for terminated employees, inactive accounts, and accounts whose security has been compromised. Customer warrants that it will not permit anyone outside of its organization access or use of the Product.
Exclusive limited warranty and limitation of liability: Trahan Solutions believes that it has compiled and developed the finest quality data available, however, the Product is provided on an “as is” basis. Trahan Solutions does not assure or warrant the correctness, comprehensiveness or completeness of the Product or any data, and Customer agrees and acknowledges that Trahan Solutions shall not be liable for any loss or injury caused in whole or in part by contingencies beyond its control. EXCEPT AS EXPLICITLY PROVIDED FOR BELOW, TRAHAN SOLUTIONS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY AGREES THAT TRAHAN SOLUTIONS SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL, DIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES) WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE AND/OR USE OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE.
Customer responsibilities: Customer agrees and warrants that all data that Customer receives from the Products, Trahan Solutions, or any subsidiary corporation, shall be used only in strict compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances (“Laws”), including but not limited to those concerning privacy, telephone solicitation, fax broadcast, e-mail transmission, direct marketing, consumer lending, and employment. Customer acknowledges that it is Customer’s sole responsibility to determine the applicability of any such Laws. Customer shall be solely responsible for the use of the Product and data. Customer shall indemnify and hold harmless Trahan Solutions, and any subsidiary corporations, against any loss, liability, damage, cost or expense, including reasonable attorneys’ fees and court costs, suffered or incurred by Trahan Solutions, and/or any subsidiary corporation, arising out of or in any way related to Customer’s use of the Product or the violation of these Terms.
Choice of law, forum, and jurisdiction: These Terms and any disputes arising hereunder or otherwise related to the sale and/or use of the Product, or any portion thereof, shall be governed by the internal laws of the State of Louisiana, without regard to any conflicts of law principles. Both Trahan Solutions and Customer agree that any action, suit, or other legal proceeding regarding any matter arising under or relating to any provision of these Terms shall be commenced only in the Fourth Judicial District Court located in the Parish of Ouachita, Louisiana, and both parties consent to the exclusive jurisdiction of said court.
Payment: Where applicable, Customer agrees to pay Trahan Solutions a fee or multiple fees in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. Payments may be made annually, monthly, or as otherwise mutually agreed upon for the relevant Product. Trahan Solutions may cancel or terminate Customer’s access to the website immediately at any time, and for any reason with or without cause, upon notice to Customer.
Recurring Billing: Customer’s acceptance of these Terms constitutes its authorization for Trahan Solutions to automatically charge the credit/debit card provided by Customer, and, in the case of memberships, to continue charging the credit/debit card at the agreed-upon intervals during the term of the membership. Customer agrees to provide Trahan Solutions with complete and accurate contact and billing information, and to provide timely updates in writing or by email of changes to such information. If billing information is determined to be fraudulent, Trahan Solutions may immediately terminate Customer’s access to the website and the relevant Product, and it reserves the right to pursue any and all legal remedies. If Customer’s payment is declined, Trahan Solutions may restrict the ability to use the payment method that was declined. Failure of the recurring payment process does not absolve Customer’s payment obligations.
Renewal Policy: Membership License payments may be made annually, monthly, or as otherwise mutually agreed upon (all payments billed in advance unless other agreement is reached). At the conclusion of the membership period, unless Customer cancels, the membership and all Customer responsibilities and obligations will renew for an additional 30-day/1-month period at the then current 30-day/1-month membership rate. At the conclusion of each 30-day/1-month membership, a new 30-day/1-month membership will be initiated unless notice of cancellation is received from Customer. To be effective, notice of cancellation must be received via email from Customer’s registered email address at least 10 but no more than 60 days prior to the applicable renewal date.
Cost of collection and enforcement: Any individuals entering into this Agreement on behalf of Customer warrant that they have the power and authority to execute this Agreement and bind their respective parties. ANY INDIVIDUAL AGENT, OFFICER, OR REPRESENTATIVE OF CUSTOMER THAT ENTERS INTO/VALIDATES THIS AGREEMENT ON BEHALF OF CUSTOMER MAKES A PERSONAL GUARANTY TO BE HELD JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH OF THIS AGREEMENT BY CUSTOMER. All past due payments, including any payments that have been accelerated pursuant to this paragraph, shall incur interest at the rate of one and one-half percent (1.5%) per month. Customer agrees to reimburse Trahan Solutions for all costs and expenses, including but not limited to, reasonable attorney fees and costs of collection, incurred by Trahan Solutions in connection with the enforcement of these Terms or any provision hereof. If at any time Customer has failed to pay two or more scheduled payments, Customer will be in default and the full balance of the membership, including but not limited to all anticipated monthly payments, shall immediately become due and payable.
Modification of Terms: These Terms represent the understanding of the parties relating to the use of the website. Trahan Solutions reserves the right to modify these Terms or its policies relating to the Product at any time, effective upon posting of an updated version of these Terms on the website for the Product. Customer is responsible for regularly reviewing the Terms. Continued use of the Product after any such changes shall constitute Customer’s consent to such changes.