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Terms of Use

Last updated: April 1, 2025

These Terms of Use (“Terms”) contain the terms and conditions that govern your access to and use of this TDI Vertical LLC internet website (“Site”) and all data, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code that TDI Vertical LLC makes available through this Site (“Content”). These Terms are an agreement between you or the entity you represent (collectively “you”) and TDI Vertical LLC, an Illinois limited liability company with offices at 1051 Perimeter Drive, Suite 250, Schaumburg, Illinois 60173 (“TDI Vertical”, “we”, “us”, or “our”). TDI Vertical grants you access to and use of the Site solely on your acceptance, without modification, of all terms and conditions contained herein.

BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN. FURTHER, YOU REPRESENT THAT YOU: (a) HAVE AUTHORITY TO ACCESS AND USE THE SITE; (b) CAN ENTER THESE TERMS LAWFULLY; and (c) HAVE THE LEGAL AUTHORITY TO BIND ANY ENTITY YOU REPRESENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR ANY SUBSEQUENT MODIFICATION HEREOF BY TDI VERTICAL, DO NOT ACCESS, BROWSE, OR OTHERWISE USE THIS SITE.

  1. Use of Site. You may access and use the Site solely in accordance with these Terms. You must adhere strictly to all laws, rules, regulations, and TDI Vertical policies applicable to your access to and use of this Site, including those laws, rules, and regulations that apply to online conduct, online content, and the export of data to and from the United States of America and your country of residence.
    1. Prohibited Uses. You may not: (a) access, acquire, copy, or monitor any portion of the Site (or in any way reproduce or circumvent the Site’s navigational structure or presentation) to obtain or attempt to obtain any materials, documents, or information through any means that TDI Vertical does not purposely make available through the Site, including through the use of any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process; (b) attempt to gain unauthorized access to any portion or feature of the Site, to any other systems or networks connected to the Site, or to any server, including by hacking, password “mining”, or any other illegitimate means; (c) probe, scan, or test the vulnerability of the Site or any network connected to the Site; (d) breach the security or authentication measures on the Site or any network connected to any Site; (e) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any customer of TDI Vertical, including any personal identification or information; (f) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or TDI Vertical’s systems or networks, or any systems or networks connected to the Site or TDI Vertical; (g) use any device, software, or routine to interfere or attempt to interfere with the proper working of any Site, any transaction being conducted on any Site, or with any other person’s use of any Site; (h) distribute viruses or any other technologies that may harm TDI Vertical or the property interests of any other person or entity, including any other Site user; (i) circumvent or manipulate our fee structure, the billing process, or fees owed to TDI Vertical, its vendors, or its business associates; (j) forge or manipulate identifiers to disguise the origin of any message or transmittal you send to TDI Vertical on or through the Site; (k) pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; or (l) use the Site for any purpose that is unlawful, prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of TDI Vertical or others.
  2. Intellectual Property Rights. Except as expressly provided in these Terms under the heading “Grant of License”, you agree and acknowledge that: (a) TDI Vertical owns or licenses all rights under patent law, copyright law, trade secret law, trademark law, and all other proprietary or moral rights, and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide (“Intellectual Property Rights”) regarding the Site and the Content, including the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Content contained on the Site (“TDI Vertical IP”); (b) you have no right, license, or interest in any Intellectual Property Rights regarding the Site or the Content; (c) TDI Vertical owns all right, title, and interest in and to any replacements, improvements, updates, enhancements, derivative works, and other modifications (including the incorporation of any ideas, methods, or processes provided by or through you) to the TDI Vertical IP made by any person, even if paid for by you and regardless of whether they are similar to any of your Intellectual Property Rights. You will complete all actions necessary to vest such ownership in TDI Vertical, including assigning (and you hereby assign) to TDI Vertical all rights in and to such Intellectual Property Rights, including all patent applications, patents, moral rights, and copyrights, regarding the Site or the Content; (d) you may not copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, or distribute in any way (including “mirroring”) any part of the Site or the Content to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without TDI Vertical’s express prior written consent (in its sole and absolute discretion); (e) TDI Vertical (or its licensors or other providers) owns the Site and the Content, including all information, software, text, displays, images, markings, video, and audio, and the design, selection, and arrangement thereof contained on the Site or in the Content, and all such materials may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All marks that appear throughout the Site and the Content belong to TDI Vertical (or the respective owners of such marks) and are protected by United States and international trademark and copyright laws. Any use of any such marks, without the express written consent of TDI Vertical or the owner of the mark, as applicable, is strictly prohibited; (f) you must use the Site as intended. You must not reproduce, distribute, modify, create derivative works of, edit, modify, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, including the Content, without TDI Vertical’s express prior written consent (in its sole and absolute discretion); (g) the TDI Vertical name, TDI Vertical logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TDI Vertical or its affiliates or licensors. You must not use such marks without TDI Vertical’s prior written permission (in its sole and absolute discretion). Any other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners. You will not acquire any ownership rights or other interest in any such marks or the Content by or through your use of the Site; (h) in its sole and absolute discretion, TDI Vertical may disable and terminate access to the Site and the Content by any persons or entity that may be infringing the Intellectual Property Rights of TDI Vertical or others; and (i) nothing contained in this Site or the Content should be construed as granting or permitting any right to use the trademarks of TDI Vertical or others.
  3. Grant of License. TDI Vertical grants you a limited, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to access and use the Site and the Content solely in a commercially reasonable manner for your legitimate internal business purposes and purposes otherwise consistent with these Terms. You may not: (a) reproduce, modify, publish, distribute, publicly display, adapt, alter, translate, or create derivative works from the Site or the Content; (b) sublicense, lease, sell, rent, loan, or otherwise transfer the Site or the Content to any third party; (c) reverse engineer, de‑compile, disassemble, or otherwise attempt to derive the source code for the Site or the Content; (d) use or copy the Site or the Content except as this Grant of License and these Terms expressly permit; (e) use the Site or the Content in a “service bureau” or similar structure whereby third parties obtain use of the Site or the Content through you; or (f) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to, or accessed in conjunction with the Site or the Content.
  4. Submissions. Do not use the Site as a means of submitting information you consider to be proprietary. Subject to any separate written agreement between you and TDI Vertical, any information and materials you provide via the Site or email to TDI Vertical are non-confidential (subject to TDI Vertical’s Privacy Policy) and shall become TDI Vertical’s sole property, including all questions, comments, suggestions, ideas, plans, notes, drawings, originals, creative materials, and other information. TDI Vertical owns exclusive rights regarding all such information and materials (including all Intellectual Property Rights) and may use any of such information and materials, without restriction, for any purpose, commercial or otherwise, and without acknowledgment or compensation to you. Your submission of any materials to TDI Vertical, including the posting of materials to any forum or interactive area, irrevocably waives all “moral rights” in such materials, including the rights of paternity and integrity. Should you choose to respond directly to TDI Vertical with comments, questions, suggestions, ideas, or the like regarding the Site or TDI Vertical’s services and products, you agree that such information shall be deemed as non-confidential and TDI Vertical shall have no obligation to respond and is free to reproduce, use, disclose, and distribute the information to others without limitation, including developing, manufacturing, and marketing products incorporating such information.
  5. Privacy. By accessing or using the Site, you confirm that you have received a TDI Vertical’s Privacy Policy (available at www.tdivertical.com/privacy-policy/) and that you understand and acknowledge that your personal information will be collected, shared, and otherwise processed in accordance with the Privacy Policy.
  6. Accessibility. TDI Vertical is committed to making our Site accessible to every Site visitor. Our continuous accessibility efforts are guided by the Web Content Accessibility Guidelines (WCAG) version 2.1, level AA criteria, to enable all Site visitors to access the Content. If you have comments on improvements to the accessibility of our Site, please contact us via email at: notice@tdivertical.com.
  7. Usage Data. Subject to our Privacy Policy, you agree that we can take any actions regarding any information you provide to the Site, including information collected or submitted through your use of the Site (“Usage Data”).You agree that TDI Vertical may collect and use Usage Data from your device through the use of the Site, including technical information about your device, its operating system and application software, device usage, website usage, and network provider, that is gathered periodically regarding your use of the Site. We may use this information in our business as described in our Privacy Policy (available at www.tdivertical.com/privacy-policy/.
  8. Warranty Disclaimers. TDI VERTICAL, INCLUDING ITS MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS (collectively, “TDI VERTICAL PARTIES”) DISCLAIM ALL RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SITE OR THE CONTENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WHEREIS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK REGARDING SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU; (b) TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, THE TDI VERTICAL PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING (i) WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE PERFORMANCE, ACCURACY, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT, (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE, (iii) WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE AND THE CONTENT, AND (iv) WARRANTIES THAT ACCESS TO OR USE OF THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, OR BE ERROR-FREE; and (c) THAT YOU WILL ACCESS OR USE THE SITE AND CONTENT OFFERINGS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE.TDI Vertical makes the information presented on or through the Site (including all text, images, and links) available solely as a convenience for general information purposes. TDI Vertical presents such information “as is”, “where is”, “with all faults”, “as available”, and without warranty of any kind, whether express, implied, statutory, or otherwise. The information provided does not constitute any type of advice. We do not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is strictly at your own risk. THE TDI VERTICAL PARTIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE THAT YOU, ANY OTHER VISITOR TO THE SITE, OR ANY PERSON INFORMED OF ANY OF THE CONTENT PLACES ON SUCH INFORMATION. The Content may not be complete or up-to-date and TDI Vertical has no obligation to update it. TDI Vertical assumes no responsibility for errors or omissions in the Site, the Content, or other information which the Site references or links to. TDI Vertical periodically makes changes to the Site and the Content, including to the products or services described in the Site. Contact TDI Vertical for further information before relying on any information contained on the Site.
  9. Limitation of Liability; Remedy. THE TDI VERTICAL PARTIES’ TOTAL LIABILITY FOR ALL DAMAGES ARISING FROM OR REGARDING THESE TERMS OR ACCESS TO, USE OF, MISUSE OF, OR INABILITY TO USE THE SITE OR THE CONTENT SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). FURTHER, THE TDI VERTICAL PARTIES ARE NOT LIABLE, WHETHER IN CONTRACT, TORT (INCLUDINNG NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, VIRUS INFECTIONS, MALWARE, SYSTEM OUTAGES, AND THE LIKE) ARISING FROM OR REGARDING THESE TERMS OR ACCESS TO, USE OF, MISUSE OF, OR INABILITY TO USE THE SITE OR THE CONTENT, EVEN IF TDI VERTICAL IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. Indemnification. You agree to indemnify, defend, and hold harmless each of the TDI Vertical Parties from and against all claims, lawsuits, demands, actions, arbitrations, or other proceedings brought against it by any third party due to, arising from, or regarding your: (a) use of the Site and the Content (including any information you submit or provide to or through the Site); (b) violation of these Terms; or (c) violation of any law, regulation, or third party rights. You shall pay all costs, damages, and expenses (including reasonable attorneys’ fees, costs, and expenses) awarded to or incurred by the TDI Vertical Parties regarding or arising from any such claim, lawsuit, action, demand, arbitration, or other proceeding.
  11. Termination; Survival. In its sole and absolute discretion, TDI Vertical may terminate your right to access or use the Site and the Content whenever for any reason. If you breach these Terms or fail to comply with any of the restrictions contained herein, the license granted herein automatically and immediately terminates without notice or action by TDI Vertical. On termination of these Terms for any reason, you shall stop using and accessing the Site and the Content. The provisions in these Terms which, by their terms, are intended to survive termination hereof or your right to access or use the Site or the Content, shall survive such termination, including Sections 2, 8, 9, 10, 15, 16, 17, 19, and 20.
  12. No Relationship. These Terms are solely intended as an agreement between you and us regarding your use of and access to the Site. Nothing in these Terms creates any other relationship between you and us, whether business, professional, employment, agency, or otherwise.
  13. Updates. In our sole and absolute discretion, we may change the Site and the Content whenever and without notice. Such changes may include removing the Site and the Content. We may modify or amend these Terms whenever in our sole and absolute discretion. We may notify you of any modification or amendment to these Terms by: (a) electronic mail; or (b) posting the modified or amended Terms to this Site. Your continued use of the Site demonstrates your acceptance of the modified or amended Terms. As new or enhanced versions of the Site become available, we may require that you update your current version of the related software. Unless TDI Vertical expressly states otherwise in writing (in its sole and absolute discretion), any new or enhanced versions of the Site and the Content are subject to these Terms, as modified or amended by TDI Vertical.
  14. Electronic Communications. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) we may send you regarding these Terms, the Site, or the Content. We may provide these Communications to you by posting them on the Site, by emailing them to you at an email address you provide, or by any other reasonable means. You should maintain copies of all such Communications. If you have any questions regarding any Communication, you may write to us at TDI Vertical LLC, Attn: Legal, 1051 Perimeter Drive, Suite 250, Schaumburg, Illinois 60173. You further agree and consent that your use of a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Site, or in accessing or making any transactions on or through the Site, regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, consent, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that lack of such certification or third-party verification does not affect the enforceability of your signature or any resulting contract between you and us.
  15. Linked Site. The Site may contain links to other independent third-party websites or resources (“Linked Sites”), including our customer support portal that is hosted by a third-party vendor. These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under TDI Vertical’s control, and TDI Vertical is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You must make your own independent judgment regarding your interaction with these Linked Sites. You may be subject to additional terms and conditions that may apply when you obtain or use third-party content, third party software, or goods and services provided by or through Linked Sites. We have no control over the contents of any Linked Sites or any resources they provide. We are not responsible for them or for any loss or damage that arising from your use of the Linked Sites or any resources they provide. If you decide to access any of the Linked Sites or any resources they provide, you do so entirely at your own risk and subject to the terms and conditions of the applicable Linked Sites’ use and privacy policies, which you should read and understand. Any third-party names, logos, product and service names, designs, and slogans in the Site are the trademarks of their respective owners.
  16. Import and Export Compliance. You may not use or otherwise export or re-export the Site or the Content except as authorized by United States law and the laws of the jurisdiction in which the Site, Content, and any service offerings were obtained. Specifically, the Site and the Content may not be exported or re-exported: (a) to any U.S. embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You represent and warrant that your access to and use of the Site and the Content will not violate any such laws and that you are not located in any such country or on any such list. You also agree that you will not use any Site or the Content for any purposes that United States law prohibits, including the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
  17. Governing Law; Jurisdiction. These Terms shall be governed by and construed in accordance with Illinois law (including applicable federal law), without regard to any conflict of laws rules that otherwise might apply. You irrevocably and unconditionally agree that all actions or proceedings regarding these Terms shall be conducted only in state and federal courts having jurisdiction in Cook County, Illinois. You hereby consent and submit to the exclusive jurisdiction of such courts (and their respective appellate courts) and waive any right you otherwise might have regarding jurisdiction, venue, or inconvenient forum in any such action or proceeding. The laws of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.
  18. Use Outside Illinois. We recognize that you can obtain access to the Site from any jurisdiction in the world and that we have no practical ability to prevent such access. The Site and the Content have been designed to comply with the laws of the State of Illinois and the United States of America. If the Site, the Content, or your use of or access to the Site or the Content is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.
  19. Attorneys’ Fees, Costs, and Expenses. If litigation or other legal proceeding (including arbitration) arises from these Terms or your use or access to the Site or the Content and you do not prevail therein, you agree to reimburse TDI Vertical its reasonable attorneys’ fees, costs, and expenses, whether taxable by the court as costs, in additional to all other relief to which TDI Vertical may be entitled.
  20. Equitable Relief. You acknowledge that your breach or threatened breach of any of your obligations under these Terms would harm TDI Vertical irreparably and monetary damages would not be an adequate remedy. Therefore, you agree that if you breach or threaten to breach any of your obligations hereunder, TDI Vertical may obtain equitable relief, including a temporary restraining order, injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other remedies available to TDI Vertical regarding the breach or threatened breach, whether at law, in equity, or otherwise.
  21. Waiver; Rights Cumulative. TDI Vertical’s waiver of or failure to enforce any provision in these Terms does not waive such provision or TDI Vertical’s right thereafter to enforce such provision. Except where these Terms otherwise expressly provide, TDI Vertical’s rights and remedies hereunder are cumulative and in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.
  22. Binding Effect; Assignment. These Terms bind and inure to the benefit of its parties, including their past, present, and future representatives, successors, and permitted assigns.  TDI Vertical may assign these Terms to any affiliate or successor to all or part of its business. You may not assign these Terms without TDI Vertical’s written consent (in its sole and absolute discretion). Any assignment you make in violation of this paragraph is null and void ab initio.
  23. No Third-Party Beneficiaries. Except as expressly set forth herein, these Terms are solely for the benefit of the parties hereto. Nothing herein confers any legal or equitable right, benefit, or remedy on any other person or entity.
  24. Headings. The headings in these Terms are for convenience only and do not affect its meaning or interpretation.
  25. Severability. If a court of competent jurisdiction determines any provision in these Terms is unenforceable, invalid, or illegal, such provision shall be severed from these Terms and shall not render any other provision herein unenforceable, invalid, or illegal. Such court may modify or replace the offending provision with an enforceable, valid, and legal provision designed to achieve the business purpose and intent of the unenforceable, invalid, or illegal provision and these Terms to the fullest extent that applicable law permits.
  26. Entire Agreement. These Terms contain the entire agreement of the parties hereto regarding the subject matter hereof and supersede all prior negotiations, commitments, representations, and undertakings between the parties hereto regarding the subject matter hereof, whether written, oral, or otherwise. Except as expressly set forth herein, you acknowledge that TDI Vertical has not made any representations to induce you to enter these Terms.
  27. Inquiries. If you would like to reach us regarding these Terms, write to TDI Vertical LLC, Attn: Legal, 1051 Perimeter Drive, Suite 250, Schaumburg, Illinois 60173.