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TIMINGTOOL - TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Welcome to TimingTool.

TimingTool is the trading name of MOHC Ltd whose registered office is at:

Nevis House, 14 Iddesleigh Road, Bournemouth, Dorset, UK, BH3 7JR.

Please read this before accessing the TimingTool site. By accessing the TimingTool site, you agree to be bound by the TOS. If you do not wish to be bound by the TOS you may not access or use the TimingTool service.

TimingTool provides its Service to you, subject to the following Terms of Service ("TOS").

2. DESCRIPTION OF SERVICE

TimingTool provides users with access to the facilities that are available on the TimingTool website from time to time including a tool for the generation and editing of timing diagrams and other related facilities (the "Service").

You understand and agree that the Service is provided "AS-IS" and that TimingTool assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user material, communications or personalisation settings.

YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 3-6

3. UNDETECTABLE ERRORS IN THE SOFTWARE

You acknowledge and accept that:

a) it is possible, despite extensive testing by TimingTool, for there to be errors in the software used in connection with the Service ("Software") which remain hidden in particular in connection with the Software which translates files from Timing Diagram Mark-up Language (TDML) format to other file formats;

b) you as the user are in a better position than TimingTool to identify any faults or errors that may have occurred due to errors in the Software when you have created timing diagrams using the Service;

c) it is your responsibility to verify that timing diagrams created with the assistance of the Service are correct and have not been affected by such errors in the Software.

4. DISCLAIMER OF WARRANTIES

You expressly understand and agree the following:

a) As the Service is provided to you free of charge and for your convenience, your use of the Service is at your sole risk and is provided on an "as is" and "as available" basis. TimingTool expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties that the Software will be of satisfactory quality or fit for a particular purpose, or that TimingTool will carry out the Service with reasonable care and skill. This disclaimer will not apply in so far as it has the effect of excluding liability for negligence causing death or personal injury.

b) TimingTool makes no warranty that:
  1. the Service will meet your requirements;
  2. the Service will be uninterrupted, timely, secure, or error-free;
  3. the results that may be obtained from the use of the Service will be accurate or reliable;
  4. the quality of any products, Services, information, or other material purchased or obtained by you through the Service will meet your expectations;
  5. any errors in the Software will be corrected.

c) Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

d. Any material contained in the Public Library is the responsibility of the person from whom the material originated and the downloading, access to or use of such material is done at your own discretion and risk and you will be solely responsible for any loss or damage of whatever nature that is caused to you that results from the downloading, access or use.

5. LIABILITY FOR DEATH OR PERSONAL INJURY

TimingTool does not exclude or limit its liability for death or personal injury caused by its negligence or any other liability that it is prohibited from excluding by any applicable law.

6. LIMITATION OF LIABILITY

Subject to clause 5 above:

a. TimingTool shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if TimingTool has been advised of the possibility of such damages), arising from or in any way connected with the Service.

b. The maximum aggregate liability of TimingTool for any direct loss or damage shall in respect of any one or more events or series of connected events be limited to 100USD. This limit shall also apply in the event that any exclusion or other provision contained in the TOS is held to be invalid for any reason and TimingTool becomes liable for loss or damage that could otherwise have been limited.

7. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you agree to:

(a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the ("Registration Data").

(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or TimingTool has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TimingTool has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

8. TIMINGTOOL PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, please see our full privacy policy at PRIVACY

9. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify TimingTool of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TimingTool cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 9.

10. MEMBER CONDUCT

You understand that all diagrams, information, data, text, graphics, messages or other materials ("Content"), whether publicly posted or held privately, are the sole responsibility of the person from which such Content originated. This means that you, and not TimingTool, are entirely responsible for all Content that you upload, post, or otherwise transmit via the Service. TimingTool does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will TimingTool be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, downloaded from or otherwise transmitted via the Service.

You agree not to use the Service to:

a. upload, post, or otherwise transmit any Content that is unlawful, harmful, threatening, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, or otherwise objectionable;

b. impersonate any person or entity, including, but not limited to, a TimingTool official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

d. upload, post, or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

e. upload, post, or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

f. upload, post, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, except in those areas that are designated for such purpose;

g. upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

h. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

i. intentionally or unintentionally violate any applicable law or regulation including, but not limited to, regulations promulgated by any securities exchange;

j. collect or store personal data about other users.

You acknowledge that TimingTool does not pre-screen Content, but that TimingTool and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, TimingTool and its designees shall have the right to remove any Content that: (i) violates the TOS; (ii) which TimingTool considers to be otherwise objectionable; or (iii) in relation to which TimingTool receives notice from any source that such Content violates the rights of third parties or is otherwise unlawful. You agree that you must reviewuate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by TimingTool or submitted to TimingTool, including without limitation, information in the Public Library.

You acknowledge and agree that TimingTool may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) comply with legal process;

(b) enforce the TOS;

(c) respond to claims that any Content violates the rights of third-parties; or

(d) protect the rights, property, or personal safety of TimingTool, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve:

(a) transmissions over various networks; and

(b) changes to conform and adapt to technical requirements of connecting networks or devices.

11. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognising the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom and the country in which you reside (if that country is other than the United Kingdom).

12. PUBLIC CONTENT POSTED TO TIMINGTOOL

With respect to Content you elect to post for inclusion in the TimingTool Public Library, you grant TimingTool the worldwide royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.

13. INDEMNITY

You agree to indemnify and hold TimingTool, and its affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your breach of the TOS, or your breach of any rights of another.

14. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

15. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that TimingTool may establish general practices and limits concerning use of the Service, including without limitation the maximum disk space that will be allotted on TimingTools' servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that TimingTool has no responsibility or liability for the deletion or failure to store Content maintained or transmitted by the Service. You acknowledge that TimingTool reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that TimingTool reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

16. MODIFICATIONS TO SERVICE

TimingTool reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that TimingTool shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

17. TERMINATION

You agree that TimingTool, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if TimingTool believes that you have violated or acted inconsistently with the letter or spirit of the TOS. TimingTool may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that TimingTool may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service.

Further, you agree that TimingTool shall not be liable to you or any third-party for any termination of your access to the Service.

18. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that TimingTool shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

19. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because TimingTool has no control over such sites and resources, you acknowledge and agree that TimingTool is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that TimingTool shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

20. TIMINGTOOLS PROPRIETARY RIGHTS

You acknowledge and agree that the Service including the Software containing proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by TimingTool or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

TimingTool grants you a personal, non-transferable and non-exclusive right and license to use the object code of the Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by TimingTool for use in accessing the Service.

21. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

22. TRADEMARK INFORMATION

TimingTool , [the TimingTool logo], [and other TimingTool logos] and product and service names are trademarks of MOHC Ltd (the "TimingTool Marks"). Without TimingTools' prior permission, you agree not to display or use in any manner, the TimingTool Marks.

23. GENERAL INFORMATION

These TOS (including the guides and rules referred to herein) constitute the entire agreement between you and TimingTool and govern your use of the Service, superseding any prior agreements between you and TimingTool. The TOS and the relationship between you and TimingTool shall be governed by the laws of England. You and TimingTool agree to submit to the exclusive jurisdiction of the English courts. Any failure by TimingTool to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. The section titles in the TOS are for convenience only and have no legal or contractual effect.


 

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