Titan DMS Terms of Use
Except as otherwise provided in a written agreement signed by Titan DMS, these Terms of Use represent the entire understanding between you and Titan DMS regarding your use of the website referred by the link enclosing these terms (the “Site”) and your submission of any materials to us.
By accessing the Site, you signify your acceptance of these Terms of Use and your acceptance of the Privacy Policy.
Titan DMS reserves the right, at any time, to modify, alter, update, or remove portions of these Terms of Use or the Privacy Policy, so please check them from time to time as your continued use of the Site signifies your acceptance of any changed terms. If you are dissatisfied with these Terms of Use or the Privacy Policy, your sole and exclusive remedy is to discontinue your use of the Site.
Disclaimer
TITAN DMS PROVIDES THE SITE AND ITS SERVICES ON AN “AS-IS” BASIS. TITAN DMS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE RELATED TO: (1) THE OPERATION OF THE SITE; (2) THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED OR DESCRIBED THEREIN; AND (3) ANY APPLICATION OR INFORMATION SUBMITTED TO US THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TITAN DMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), REGARDING THE SITE, INCLUDING WITHOUT LIMITATION WARRANTIES RELATED TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS, AND SERVICES DESCRIBED THEREIN, AND ANY INFORMATION OR APPLICATIONS SUBMITTED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, TITAN DMS DOES NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, TITAN DMS WHAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TITAN DMS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITE OR THE SERVICES DESCRIBED THEREIN.
Limitation of Liability
IN NO EVENT SHALL TITAN DMS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SITE, THE OPERATION OF THE SITE, ANY APPLICATION OR INFORMATION SUBMITTED TO US THROUGH THE SITE, AND/OR THE SERVICES DESCRIBED THEREIN, EVEN IF TITAN DMS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TITAN DMS LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM OF $100.
Links
The Site may contain links to other Web sites on the Internet that are owned and operated by someone other than Titan DMS. Titan DMS provides these links solely as a convenience. The appearance of a link does not imply Titan DMS endorsement, nor is Titan DMS responsible for the content of any linked site. You access linked sites at your own risk.
Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Site and your use of the services described therein.
General Proprietary Rights
The Site is owned by Titan DMS and contains material that is derived in whole or in part from Titan DMS and other sources. The Site and their contents are protected by international copyright, trademark, and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from the Site, including without limitation code or software, without Titan DMS express written permission.
Copyright
All site design, text, code, graphics, and interfaces, and the selection and arrangements thereof, on the Site are the property of Titan DMS, or their content suppliers, and are protected by Australian and other international copyright laws, © 2016 Titan DMS ALL RIGHTS RESERVED. Prior permission to use, reproduce, or reprint any photograph, illustration, artwork, or other material on the Site must be obtained from the copyright owner, regardless of the intended use. Any unauthorized use of the materials appearing on the Site is in violation of copyright, trademark, and other applicable laws and could result in criminal or civil penalties.
Trademarks
Titan DMS is a trademark of Titan DMS Pty Ltd. It may not be used in connection with any products or services other than those products or services offered by Titan DMS, in any manner that is likely to cause confusion, or in any manner that disparages or discredits Titan DMS. All other trademarks are the property of their respective owners.
Notice of Potential Infringement
To notify Titan DMS of any suspected infringement, please contact us at contact@titandms.com.au
Applicable Law
Titan DMS operates the Sites from Brisbane, Australia. The laws applicable to the interpretation of these Terms of Use shall be the laws of Australia without reference to its conflict of law provisions.
Disputes
You agree that any action at law or in equity arising out of or relating to these Terms of Use, the Site, and/or the services described therein shall be filed exclusively in the courts of Brisbane, Australia and you hereby consent and submit to the exclusive jurisdiction and venue of such courts. No action arising under or relating to these Terms of Use may be brought by either party more than one year after the cause of action has accrued.
Termination
These Terms of Use shall remain in force until terminated by Titan DMS. Titan DMS may terminate the Terms of Use, or suspend your access to all or part of the Site, without notice, for any conduct that Titan DMS, in its sole discretion, believe is disruptive or is in violation of any applicable law or these Terms of Use. In the event of any such termination, the provisions regarding disclaimers, limitations of liabilities, intellectual property rights, choice of law, and venue set forth in these Terms of Use shall survive.
Miscellaneous
If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Whilst all care has been taken to ensure accuracy in the preparation of the content on this website, no warranty can be given and interested parties must therefore rely on their own enquiries.
Last Updated: November 21, 2016
Titan API Platform Terms
This Annex forms part of the Order Form between Titan Dealer Management Solutions Pty Ltd ACN 115 143 238 of Building 3B Lakes Vista Office Park, 2 Flinders Parade, North Lakes QLD 4509, Australia (“Titan”) and the Customer identified in the "API Integration Authorisation Form" (“Customer”).
1. Definitions
API means Titan’s application programming interfaces, related documentation, data, and technical materials provided by Titan, as updated from time to time.
Content means data and information made available via the API.
Customer Services means Customer’s applications, websites, platforms or services that integrate with or use the API.
End Users means authorised users of the Customer Services bound by enforceable terms with Customer.
Titan Materials means the API and Content.
Term has the meaning given in the Order Form.
Capitalised terms not defined here have the meaning given in the Order Form.
2. Licence Grant
Subject to payment of applicable fees and compliance with this Annex, Titan grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to:
(a) access and use the API solely to develop, integrate and operate the Customer Services;
(b) display and use Content within the Customer Services for End Users; and
(c) technically manipulate or combine Content solely as necessary to provide the Customer Services, provided the fundamental accuracy, meaning and integrity of the Content is not altered or rendered misleading.
No other rights are granted.
3. Restrictions
Customer must not, and must not permit any third party to:
(a) reverse engineer, decompile, disassemble or derive source code from the API except to the extent non-excludable by law;
(b) interfere with, disrupt, bypass, disable or circumvent security or protection mechanisms of the API;
(c) sell, sublicense, redistribute, syndicate, rent, lease or otherwise make the Titan Materials available to third parties (except to End Users via the Customer Services);
(d) provide access to API credentials to any third party;
(e) use the Titan Materials for unlawful or unauthorised purposes;
(f) use the API on a service bureau, managed services, or white-label basis without Titan’s prior written consent.
4. Usage Limits and Monitoring
Customer must comply with all usage limits, rate limits and technical requirements specified by Titan. If Customer exceeds applicable limits, Titan will provide written notice and allow 5 Business Days to remedy before suspending access, except where immediate suspension is required due to security risk, illegality, or material harm.
Titan may monitor API usage to ensure compliance and maintain system integrity.
5. Geographic & Location Data
Customer must not aggregate, store, or exploit location or geographic data derived from Content on a standalone basis. Temporary caching is permitted solely for operational performance purposes and must not exceed 30 days and must be deleted upon termination.
6. Updates
Titan may update or modify the API (“Update”).
For any Material Update (being one that materially removes functionality, requires significant redevelopment, or materially increases Customer’s costs), Titan will provide at least 30 days’ notice.
Customer must implement Material Updates within 60 days (or a reasonable extended period for complex changes).
If a Material Update is unacceptable, Customer may terminate the affected Order Form within 30 days of notice.
Continued use after the notice period constitutes acceptance.
7. Ownership & Feedback
Titan retains all intellectual property rights in the Titan Materials. This is a licence, not a transfer of ownership.
Customer retains ownership of the Customer Services.
Any feedback provided by Customer may be used by Titan without restriction or obligation.
8. Fees
Fees are as specified in the Order Form.
If no fee is specified, the licence is royalty-free.
Failure to pay fees within 30 days of invoice constitutes a material breach subject to cure.
9. Confidentiality
Each party must keep confidential all non-public technical, commercial, or proprietary information disclosed under this Annex and use it solely for the purposes of the Order Form.
Confidential Information must be protected with at least reasonable care.
10. Termination
Either party may terminate for material breach not remedied within 30 days of written notice.
Titan may suspend or terminate immediately for:
· non-payment after cure period,
· insolvency,
· security or unlawful misuse.
Upon termination:
· all licences immediately cease;
· Customer must discontinue use of Titan Materials.
If Titan terminates without cause:
· prepaid fees are refunded pro-rata; and
· Titan’s liability for transition costs is capped at three (3) months of fees paid under the relevant Order Form.
Neither party is liable for lost profits, indirect, consequential or punitive damages.
11. Warranties & Disclaimer
Titan provides the Titan Materials “as is”.
Except for non-excludable statutory guarantees, Titan disclaims all warranties, including merchantability, fitness for purpose, non-infringement, uninterrupted or error-free operation.
Where liability cannot be excluded, Titan’s liability is limited to re-supply of the services or payment of the cost of re-supply.
12. Indemnity
Customer indemnifies Titan against third-party claims arising from:
a) Customer’s breach of this Annex; or
b) the operation, promotion or distribution of the Customer Services.
Titan will provide prompt notice and reasonable cooperation.
13. Liability Cap
Except for indemnity obligations, wilful misconduct, fraud, or non-excludable statutory rights:
Titan’s total aggregate liability under the Order Form and this Annex is capped at the fees paid in the preceding 12 months.
14. Governing Law
This Annex is governed by the laws of Queensland, Australia.