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
2.3 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.
3. Ownership and Proprietary Rights
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
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.
7.3 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.
8. Federal Government Use
9. General Provisions
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.
10.8 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.
Copyright © 2012, Tickr, Inc. All rights reserved.