Terms and Conditions

IMPORTANT: Read these Tickr™ Terms of Use (“Terms of Use”) in full before accessing or using the Tickr™ website located at www.tickr.com, and all associated sites linked to www.tickr.com by Tickr, Inc. (collectively, the “Site”), and the services, software and all other content, materials and information contained within or obtained or accessed through the Site (collectively, the “Content”). You must accept these Terms of Use before accessing or using the Site or the Content. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MAY NOT USE THE SITE OR THE CONTENT.

YOUR USAGE OF THE SITE INDICATES YOUR ACCEPTANCE OF THESE TERMS. UPON SUCH ACCEPTANCE, THESE TERMS OF USE WILL BE A BINDING LEGAL AGREEMENT BETWEEN TICKR, INC. (REFERRED TO HEREIN AS “TICKR,” “WE,” “US” OR “OUR”) AND YOU GOVERNING YOUR USE OF THE SITE AND THE CONTENT. BY ACCEPTING THESE TERMS OF USE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE CORPORATION OR OTHER ENTITY FOR WHICH YOU ARE ENTERING INTO THIS AGREEMENT, WITH THE AUTHORITY TO BIND IT TO THE TERMS HEREOF, OR THAT AN AUTHORIZED REPRESENTATIVE HAS PREVIOUSLY ACCEPTED AND AGREED TO THESE TERMS OF USE ON BEHALF OF THAT CORPORATION OR ENTITY. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF YOUR CORPORATION OR OTHER ENTITY AND SOMEONE WITH SUCH AUTHORITY HAS NOT PREVIOUSLY ACCEPTED THESE TERMS ON ITS BEHALF, YOU MAY NOT ACCESS OR USE THE SITE OR THE CONTENT.

IF YOU ARE A COMPETITOR OF TICKR, YOU MAY NOT USE OR ACCESS THE SITE OR THE CONTENT WITHOUT OUR PRIOR WRITTEN CONSENT. The capitalized term “You” and “Your” as used in these Terms of Use shall refer to the corporation or other entity for which you are accepting these Terms of Use and using the Site and the Content, along with its affiliated entities. For purposes of the preceding sentence, the term “affiliated entities” means any entity that directly or indirectly controls, is controlled by or under common control with your corporation or entity. Please note that each of the restrictions, limitations and conditions contained in these Terms of Use apply to You and to each individual using the Site or the Content who is employed or engaged by You, or who otherwise obtained access to the Site or the Content through his or her association with You. If you are an individual accepting this Agreement in your individual capacity only, the term You and Your shall refer to you as an individual.

1. Tickr Services: Pricing

A description of the services and support to be provided to you by Tickr, and the pricing rates and terms for such services and support, will be contained in a separate subscription agreement (“Subscription Agreement”) between You and Tickr.

2. Access and Use

2.1 Registration and Access. In connection with your access to the Site, You are required to provide certain registration information including the name of, and phone number, e-mail address and password for, Your designated Site account administrator (“Your Administrator”). (If you are accepting these Terms of Use in your individual capacity, you will serve as Your Administrator.) Your Administrator is responsible for providing access information to Your authorized personnel who can then use such information to access the Site (until such access is terminated as set forth herein). You represent and warrant that all required registration information that You submit is truthful and accurate and that You will maintain the accuracy of such registration information. You are solely responsible for maintaining the confidentiality of all passwords that Your Administrator and personnel use to access the Site. You shall ensure that any of Your employees or contractors who are terminated (either voluntarily or involuntarily) or who no longer require access to the Site will have their access rights terminated. You shall use commercially reasonable efforts to prevent unauthorized use of the Site and the Content by Your employees, contractors and other third parties and agree to report to Tickr promptly any unauthorized access to or use of the Site or the Content of which You become aware. Each of Your employees and contractors who access the Site or the Content, upon accepting these Terms of Use or accessing the Site or the Content, agree to comply with all of the terms and restrictions related to the use thereof as set forth herein. Notwithstanding the immediately preceding sentence, You are responsible for compliance with these Terms of Use by each of Your employees and contractors, and other individuals under Your control, who access or use the Site or the Content. You are responsible for all access to and use (or misuse) of the Site or the Content by any individual who gained access thereto as a result of his or her association with You and for any damage to the Site, the Content or us that occurs as a result of such access or use.

2.2 Right to Use Tickr Site and Content. Subject to the terms and conditions contained in these Terms of Use (including the restrictions and limitations set forth below) and the Subscription Agreement, You are granted a limited, non-exclusive, non-transferable right and license to use the Site and the Content during the term set forth in your Subscription Agreement, unless such license is earlier terminated pursuant to these Terms of Use.

2.3 Restrictions. The rights granted to You under Section 2.2 above are subject to the following restrictions: You shall not (a) copy, modify, make derivative works based on, or publicly display or perform the Site or the Content (or any portion thereof), (b) distribute, sell, rent, lease, transfer or sublicense the Site or the Content (or any portion thereof); (c) decompile, reverse engineer, disassemble or otherwise determine or attempt to determine the source code of any software accessed or downloaded from, or otherwise made available through, the Site; (d) copy, frame or mirror any part of the Site, other than copying or framing on your own intranets or otherwise for your own internal business purposes; (e) analyze, use or otherwise access the Site or the Content to build a similar or competitive product or service, to copy any features or functionality or for any other benchmarking or competitive purpose; (f) use any device, program, algorithm or process (manual or automatic) to access or monitor any portion of the Site, or to obtain or attempt to obtain any Content, through means not purposely made available through the Site, (g) probe, scan or test the vulnerability of the Site or any network connected to the Site, (h) access or attempt to access the Site improperly or use the Site or the Content other than as permitted by this Section 2, (i) disrupt, interfere with, or intentionally damage or impede the Site or the Content (or attempt to do so) , or (j) permit or assist any other party to do any of the foregoing.

2.4 Additional Duties Related to Your Use of the Tickr Site and Content. As between You and Tickr, You shall be solely responsible for the accuracy, integrity and legality of the data and other information that You provide, post or submit, or request that we access on your behalf, in connection with Your use of the Site or the Content (collectively, “Your Information”). Except as expressly set forth in Your Subscription Agreement, we will not backup Your Information. You are advised to create Your own backup copy, regardless of any backup period that may be specified in Your Subscription Agreement. You shall not (a) provide or submit to us, or post to the Site, any content or information that is libelous, defamatory, obscene, harassing, abusive, or unlawful or that violates the privacy or intellectual property rights of a third party, (b) modify the Site or any Content in any way that infringes the intellectual property rights of a third party, or (c) upload or transmit to the Site any computer virus, worm, Trojan horse or other malicious code. With respect to all data, information and other content that you request we access for You or on Your behalf in connection with our provision of services to You, You represent that You have obtained for us, or that we otherwise have, all necessary rights and licenses to access and use such data, information and other content without violating any third party rights and that You will provide use with any and all passwords or other information necessary for us to access such data, information and content. You shall use the Site and the Content only in compliance with all applicable laws and regulations. You agree to indemnify and hold harmless Tickr, its affiliates, officers, directors, employees and agents, from and against any losses, costs (including attorney’s fees), damages, claims, suits and causes of action arising out of or related to (i) any breach of this Section 2.4, (ii) the misuse of the Site or the Content by Your employees, contractors or other individuals under Your control, or (iii) any claim from a third party related to Your relationship with, or duties owed to, such party.

2.5 Our Right to Monitor. We may, but have no obligation to, monitor content that You or Your employees or consultants post or submit to the Site. You acknowledge that we have the right to disclose any information necessary or appropriate to protect Tickr and its customers, satisfy its legal obligations, or operate the Site properly. Tickr, in its sole discretion, may remove or refuse to post any content that You or Your employees or consultants post or submit to the Site, in whole or in part, that we deem to be unacceptable, inappropriate or in violation of these Terms of Use.

3. Ownership and Proprietary Rights

3.1 Ownership. Tickr and its licensors and suppliers retain ownership of the Site and the Content (including all software and other content contained therein or provided or made available by Tickr in connection therewith). Subject to the limited rights and licenses expressly granted under Section 2 above, all right, title and interest in and to the Site and the Content (including all software and other content contained therein or provided in connection therewith), all related technology, and all other content, software and information provided or made available by Tickr to You, including all intellectual property rights therein, is owned by, and shall remain the exclusive property of, Tickr and its licensors and suppliers. As between You and Tickr, You retain sole ownership of, and retain all right, title and interest in, Your Information that You submit in connection with Your use of the Site, subject to our right to use Your Information in the provision of services to You and as otherwise set forth in these Terms of Use.

3.2 Modifications. You grant to Tickr a royalty-free, worldwide, sub-licensable, transferable, irrevocable, perpetual right and license to use and/or incorporate into the Site and/or the Content any modifications, enhancements, ideas or suggestions that You or Your employees, contractors, agents or customers request, recommend or otherwise suggest to us relating in any way to the operation, features or functionality of the Site and/or the Content and the provision of our services to You (including the right to copy, modify, distribute and publicly perform and display any such modifications, enhancements, ideas and/or suggestions).

3.3 Trademarks. All trademarks, logos and service marks contained in these Term of Use and in the Site and the Content (“Marks”) are the property of Tickr or other third parties. You are not permitted to use any Mark without the prior written consent of its owner.

4. Warranty and Disclaimers

4.1 Warranty Disclaimer. YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN YOUR SUBSCRIPTION AGREEMENT, THE SITE AND THE CONTENT (INCLUDING ALL SOFTWARE CONTAINED THEREIN) AND ALL SERVICES ASSOCIATED THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND THAT YOUR USE OF THE SITE AND THE CONTENT (INCLUDING THE SOFTWARE CONTAINED THEREIN) IS AT YOUR SOLE RISK. TICKR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY THAT: (A) YOUR USE OF THE SITE OR ANY CONTENT WILL BE UNINTERRUPTED, SECURE OR FREE FROM BUGS, VIRUSES OR ERROR, (B) THE INFORMATION OR RESULTS YOU OBTAIN FROM USING THE SITE OR THE CONTENT WILL BE ACCURATE OR MEET YOUR NEEDS, (C) THE SITE, THE CONTENT OR ANY FEATURES OR FUNCTIONALITY THEREOF, WILL BE AVAILABLE WHEN YOU NEED IT, (D) THE DATA AND INFORMATION THAT YOU PROVIDE IN CONNECTION WITH YOUR USE OF THE SITE OR THE CONTENT WILL BE SECURE OR (E) ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE FROM VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

YOU ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY SET FORTH IN YOUR SUBSCRIPTION AGREEMENT, TICKR HAS NO OBLIGATION TO RETAIN OR STORE ANY DATA OR OTHER INFORMATION THAT YOU SUBMIT TO OR THROUGH THE SITE. YOU ARE ADVISED TO BACK UP AND STORE ANY DATA OR OTHER INFORMATION THAT YOU SUBMIT TO OR USE WITH THE SITE.

4.3 Infringement. In the event that the Site or the Content, or any portion thereof, becomes, or in Tickr’s opinion, may become, the subject of an infringement claim, Tickr may, at its option, (a) procure for You the right to continue to use the Site or Content (or affected portion thereof), (b) modify the Site or the Content, or affected portion thereof, so that it is no longer subject to such claim, or (c) terminate Your access to the Site or the Content, or affected portion thereof. If access to all or substantially all of the Site or Content is terminated under this Section 4.3 and You previously have prepaid for such access, Tickr will refund to You any prepaid fees remitted to Tickr by You for any period of time for which You will no longer have access to the Site or Content. If access to a material portion of the Site or the Content is terminated under this Section 4.3 and You previously have prepaid for such access, but You still retain access to a meaningful portion of the Site or the Content, then Tickr will refund to You a portion of any prepaid fees remitted to Tickr by You, prorated to reflect the portion of the Site or the Content to which You will no longer have access.

5. Limitation of Liability

IN NO EVENT SHALL TICKR, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA, FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE CONTENT OR ANY SERVICES PROVIDED HEREUNDER HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IF TICKR IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF THE SITE OR THE CONTENT, IN NO EVENT SHALL TICKR’S AGGREGATE LIABILITY TO YOU ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO TICKR BY YOU FOR SERVICES RELATED TO THE SITE OR THE CONTENT IN THE 30 DAYS PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6. Termination of Access

Your Access to the Site and the Content will continue until terminated in accordance with the terms of Your Subscription Agreement or as otherwise set forth in these Terms of Use. Additionally, we may terminate your access to the Site and the Content and the license provided under Section 2.2 above (a) upon fifteen (15) days written notice to You of a material breach by You of these Terms of Use if such breach remains uncured at the expiration of such period and (b) immediately if we believe that You or any of Your employees or other individuals under Your control have breached any of the terms of Sections 2.3 or 2.4 hereof. Upon termination of access, all rights and licenses granted to You (and any employee, contractor or individual under Your control) to use the Site and the Content shall cease immediately and your access to the Site and the Content shall be discontinued and disabled. YOU ACKNOWLEDGE THAT FOLLOWING TERMINATION OF ACCESS YOU MAY LOSE INFORMATION AND DATA THAT YOU STORED IN, OR OBTAINED THROUGH USE OF, THE SITE. IT IS YOUR SOLE RESPONSIBILITY TO BACKUP AND PRESERVE THIS INFORMATION AND DATA PRIOR TO TERMINATION OF YOUR ACCESS HEREUNDER. Notwithstanding the foregoing, the following sections (or portions thereof) of these Terms of Use shall survive any termination of access to the Site and the Content: 2.3, 2.5, 3, 4, 5, 6, 7, 9 and 10, along with the final sentence of each of Sections 2.1 and 2.4. In no event shall any termination relieve You of the obligation to pay Tickr any fees owed in accordance with Your Subscription Agreement.

7. Third-Party Applications and Sites

7.1 Third-Party Applications. Certain features of the Site or the Content may require or involve the use of Third-Party Applications. You acknowledge that in the course of utilizing such Third- Party Applications, providers of those Third-Party Applications may have access to Your Information. We shall not be responsible for any disclosure, modification or deletion of Your Information resulting from any such access by Third-Party Application providers. For purposes of this Section, “Third-Party Applications” means web-based applications or tools, including without limitation APIs, content delivery networks (cdn), storage, web services and computational tools, that are provided by third parties and interoperate with the Site or the Content. Features of the Site or the Content that interoperate with Third-Party Applications may depend on the continuing availability of such applications for use. IF THE PROVIDER OF A THIRDPARTY APPLICATION CEASES TO MAKE THAT APPLICATION, OR ANY FEATURE THEREOF, AVAILABLE FOR TICKR ON REASONABLE TERMS OR AT ALL, YOU UNDERSTAND AND AGREE THAT WE MAY CEASE PROVIDING SUCH APPLICATION OR FEATURE OR THE PORTION OF THE SITE OR THE CONTENT THAT UTILIZES SUCH APPLICATION OR FEATURE.

7.2 Third-Party Sites. The Site or the Content may include hyperlinks to third party web sites or resources. We have no control over and are not responsible in any way for any such third-party web sites or resources or their availability. You acknowledge and agree that we are not liable for any loss or damage that may occur to You, Your data, computer or systems, or for any objectionable material You may access, through or as a result of Your use of such thirdparty web sites or resources. We do not endorse any products, services, advertising, or other materials on or available through such third-party web sites or resources. Your use of third-party web sites and resources will be governed by separate terms of use between You and the applicable third party.

7.3 Third-Party Storage: Disclaimer.Certain of Your Information or other data that You provide in connection with Your use of the Site may be stored on a cloud computing platform controlled by a third party. We believe that thirdparty platform to be highly secure but we can provide no assurance that Your Information or other data stored on such platform will be free from access or discovery by a third party. Notwithstanding anything contained in the Subscription Agreement or any non-disclosure agreement between You and Tickr, You agree that Tickr shall be permitted to provide access to Your Information to providers of third-party services and/or applications utilized in Tickr’s provision of the Site and the Content. Further, You acknowledge and agree that Tickr is not responsible for, and shall have no liability with respect to, any dissemination or discovery of Your information or data (including Your confidential information) that occurs as a result of that third party platform being breached or improperly accessed or used or through the intentional misconduct or negligence of the third party’s employees, contractors or agents.

7.4 Open Source Software. The Site or the Content may include certain open source software, which may be subject to additional conditions or restrictions on use. YOU ARE RESPONSIBLE FOR REVIEWING THE ASSOCIATED LICENSE AGREEMENTS AND FOR COMPLYING WITH ANY ADDITIONAL TERMS OF USE RELATING TO SUCH OPEN SOURCE SOFTWARE.

8. Federal Government Use

If the Site or the Content, or any portion thereof, is provided or made available for use by a federal government agency or body, the rights granted therein (and all technical data and software associated therewith) to such government agency or body include only those rights customarily provided to the other users of the Site and the Content as described in these Terms of Use. All technical data, software and content included within the Site and the Content were developed exclusively at private expense. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) or, if applicable, under equivalent provisions of DFAR. If a government agency or body has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually accepted written addendum specifically conveying such rights must be signed by our authorized representative.

9. General Provisions

9.1 Governing Law; Equitable Remedies. These Terms of Use shall be construed in accordance with the laws of the State of California, U.S.A., without regard to conflicts of laws provisions thereof. You acknowledge that the Site and the Content contain valuable trade secrets and proprietary information, that any actual or threatened breach by You of Sections 2.3 or 2.4 will constitute immediate, irreparable harm to Tickr for which monetary damages alone would be an inadequate remedy and that Tickr may seek injunctive relief for such breach.

9.2 Export Compliance. You acknowledge and agree that software and other technology and content provided by Tickr through the Site and otherwise may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. You represent and warrant that (a) You will not export or provide any software or other information or data provided or made available by Tickr into any country or to any individual (including your employees and other personnel) in violation of such restrictions or controls, or any other applicable export laws, rules or regulations and (b) You are not named on any U.S. government list of persons or entities prohibited from receiving exports.

9.3 Notices. All notices required or permitted under these Terms of Use will be in writing and sent as follows: (a) for notices to be provided to Tickr – by e-mail to info@tickr.com or in accordance with the notice provisions of Your Subscription Agreement, and (b) for notices to be provided to You – by e-mail or physical mail to the individual and address that you designate to us as Your Administrator or in accordance with the notice provisions of Your Subscription Agreement. Notices will be deemed received when sent by electronic mail or confirmed facsimile, three days after having been sent by registered or certified mail, or one day after deposit with a commercial express courier specifying next day delivery. Each party may change its address and contact person for notice by giving written notice to the other party as described herein.

9.4 Entire Agreement and Modifications to Terms. These Terms of Use, together with any applicable Subscription Agreement, constitutes the entire agreement between You and Tickr with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, pertaining to the subject matter hereof. You may not modify or amend any term or provision of these Terms of Use without our written consent. WE MAY MAKE CHANGES TO THESE TERMS OF USE FROM TIME TO TIME, AFTER WHICH WE WILL REQUIRE YOU TO ACCEPT THE MODIFIED TICKR™ TERMS OF USE BEFORE YOU OR YOUR PERSONNEL MAY CONTINUE TO ACCESS AND USE THE SITE AND THE CONTENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND THE CONTENT AFTER WE POST OR OTHERWISE MAKE AVAILABLE A MODIFIED TICKR™ TERMS OF USE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFIED TERMS OF USE.

9.5 Severability. If any provision of these Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of this Agreement shall remain in effect and enforceable in accordance with their terms.

9.6 Assignment. These Terms of Use are not assignable by You to any other party.

9.7 Waiver. The failure of either party to exercise any right granted herein or to require any performance of any term hereof or the waiver by either party of any breach hereof by the other party shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term of these Terms of Use.

9.8 Relationship of the Parties; No Third Party Beneficiaries. Nothing in this Agreement shall constitute or create a joint venture, partnership, or any other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder. There are no third-party beneficiaries to this Agreement.

9.10 Construction. The section headings in these Terms of Use are for convenience only and are not to be used in the interpretation hereof.