Tie Terms And Conditions

LastUpdated: June 15, 2025

1.    Terms and Conditions.  These Terms and Conditions (the “Terms”)govern your access to and use of Tie, the website located at http://www.meettie.com/, all applications through whichyou access Tie Services, along with any features, content, functionality, Servicesoffered on or through the Platforms, and all information submitted through it(collectively, the “Platforms”). These Terms are a binding agreement between you and Revenue Roll Inc.d/b/a Tie (“Tie”, “We”, “Us”, or “Our”). By accessing thePlatforms, you agree to be bound by these Terms, including policies or noticeson the Platforms, Our Privacy Policy located at https://www.meettie.com/privacy-policy/,and any other additional terms and conditions and policies referenced hereinand/or available by hyperlink, as applicable.  IF YOU DO NOTAGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORMS.

2.    Changes to the Terms.  Tiereserves the right, in Our sole discretion, to update these Terms at any timewithout prior notice to you.  Changes tothe Terms will be effective immediately when We post them.  By accessing the Platforms, you opt into theTerms on behalf of yourself or on behalf of the legal entity you represent andwill be legally bound by them.  We mayprovide you with notices, including service announcements and notices regardingchanges to these Terms, as deemed appropriate in Our sole discretion. Youconsent to receive these notices by any and all means of communication that wemay select.

ARBITRATIONNOTICE: PLEASE BE AWARE THAT THESE TERMS INCLUDE PROVISIONSTHAT REQUIRE DISPUTES BETWEEN YOU AND TIE TO BE RESOLVED THROUGH BINDINGARBITRATION.

3.    Eligibility.  Yourepresent and warrant that you are at least eighteen (18) years of age or arevisiting the Website under the supervision of a parent or guardian. ThisWebsite is not intended for distribution to, or use by, any person or entity inany jurisdiction where such distribution or use would be contrary to applicablelaw or regulation.  If you do not meetthese requirements, you must not use the Platforms.

4.    Account Information.  Toaccess the Platforms, you may be asked to provide certain registration details,including a username, email, password, and other information. You must provideus with accurate information when you create your account to have the abilityto access the Platforms. We may maintain different types of accounts fordifferent types of users or organizations. You are responsible for safeguardingthe password that you use to access the Platforms and for any activities oractions under your password. We encourage you to use “strong” passwords thatuse a combination of upper- and lower-case letters, numbers and symbols withyour account. You agree not to disclose your password to any third party. Tie cannot andwill not be liable for any loss or damage arising from your failure to complywith the above requirements. You must notify Tie immediately upon becomingaware of any breach of security or unauthorized use of your account.  We have the right to disable any username,password, or other identifier at any time in Our sole discretion for any reasonor for no reason, including if, in Our opinion, you have violated any provisionof these Terms.

5.    Tie Subscriptions.  Wemay offer you access to the Platforms through several subscription plansthrough Analytics Services Order Agreements and additional servicesaddendums(“Subscriptions”).  Subscriptions includeannual allotments of tie credits, which may be utilized for site visitoridentification, audience enrichment, or additional audience lookalike data (the“Audience Enrichment Services”).  You may also be offered domain warming andpromotion tab protection services (the “Deliverability Services” andtogether with the “Audience Enrichment Services,” the “Services”). Unless stated otherwise in any applicable documentor agreement, including the Analytics Services Order Agreement, in the instanceof any inconsistencies or contradictions between these Terms and any otheragreement, the term and conditions in the Analytics Services Order Agreement shallprevail.

6.    Audience Enrichment Services. Tie shall source and provide youwith certain Audience Enrichment Services based on the desired selection youagree to in the applicable Analytics Services Order Agreement(s).

i.     Tie does not represent or warrant that the Audience Enrichment Services provided aretrue, accurate or complete in all material respects. You hereby agree and acknowledge that Tie is not responsible or liable for any inaccurate,incomplete and/or untrue information in the Audience Enrichment Services. Anyinformation communicated to you, or Audience Enrichment Services delivered toyou by Us are based on the information Our data sources have provided to Us,and Tie is not responsible or liable for any disputes, obligations orliabilities arising from such information or Audience Enrichment Services. Youfurther agree that we (including Our directors, officers, employees and theAgents) shall not be liable in respect the incompleteness or in accuracy of theAudience Enrichment Services provided, regardless of whether such AudienceEnrichment Services given at your request.

ii.    You shall be solely responsible and liable for the use of the Audience Enrichment Services,and any issues or problems arising from such use of the Audience Enrichment Services(and Tie shall have no obligations or liabilities with respect to any of theforegoing).

iii.  Tie shall not be responsible or liable for (a) ensuring that the AudienceEnrichment Services do not violate any third party’s privacy or data protectionrights or other rights, (b) ensuring that provision of the Audience Enrichment Servicesto you does not violate any third party’s privacy or data protection rights orother rights, or (c) ensuring that the Audience Enrichment Services do notviolate any data privacy laws or regulations, as applicable.

iv.   TheseTerms or the applicable Analytics Services Order Agreement(s) do not provideyou with any licenses, ownership or rights in the Audience Enrichment Services.

7.    PlatformsAccess and Use.  

i.      Subject to and conditioned on yourcompliance with these Terms and each of the applicable Analytics Services OrderAgreement entered into by and between you and Tie (each such Analytics ServicesOrder Agreement, as may be amended and/or restated, the “Analytics ServicesOrder Agreement”), Tie hereby grants to you a non-sublicensable, non-exclusive,non-transferable right to access and use the Platforms for Services during theterm of the Analytics Services Order Agreement with Tie, solely for your use inaccordance with these Terms. Such use is limited to your internal businesspurposes. You are permitted to download and print the content on the Platformsfor your personal use or in the course of your business but only to the extentrequired to use the Services provided via the Platforms. You must not use thecontent of the Platforms, any of the Services or the Platforms for any otherpurpose without our express written consent.

ii.     Following the acceptance of theseTerms, you or any of your advisors, representatives, employees, agents, and affiliates shall not make any changes to any of Tie’s initial set-up work. Inthe event you make any changes to Tie’s initial set-up work, you agree andacknowledge that Tie must redo the initial set-up work, for which you shall pay to Tie an additional fee of up to five thousand ($5,000) USD, with the exact additional fee amount dependent on the Audience Enrichment Services you have selected.  Additional fees charged for the repetition of initial set-up work may be waived by Us in our sole discretion.

iii.   You shall at all times: (a) set up,maintain, and operate in good repair all Client Systems (as defined below) onor through which the Services and Platforms are accessed or used; (b) provideTie personnel with such access to Client’s Systems as is necessary for Tie to perform the Services; and (c) provide all cooperation and assistance as Tie may reasonably request to enable Tie to exercise its rights and perform its obligations under and in connection with these Terms. Tie is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of its obligations under these Terms or the Analytics Services Order Agreement, including with respect to the Client Systems. For purposes of these Terms, “Client Systems” means your information technology infrastructure, including software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services, including, but not limited to, Shopify and Amazon.

iv.    Except as permitted in these Terms, you shall not take any actions or inactions that (a) violate these Terms, theAnalytics Services Order Agreement(s), or the Privacy Policy; (b) infringe orviolate the personal, property, and/or intellectual property rights (or anyother rights including, but not limited to, moral rights, privacy rights, rights of publicity, and/or any rights relating to confidential or proprietary information) of anyone else (including Tie); (c) misrepresent information and/or knowing provision of false, incomplete, or inaccurate information; (d)violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Tie; (e) may be dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous (including any attack on another user’s character or reputation), vulgar, pornographic, obscene, or otherwise objectionable (including inciting violence, hate speech, and other discriminatory language that may promote racism, bigotry, or harm of any kind against any group or anyone else); (f) jeopardize the security of your account information, account, or anyone else’s (such as allowing someone else to log in to thePlatforms as you); (g) attempt, in any manner, to obtain the password, account, or other security information from any other user; (h) violate the security of any computer network, or cracks any passwords or security encryption codes; (i)run Mail list, Listserv, any form of auto-responder or “spam” on the Platforms, or any processes that run or are activated while you are not logged into thePlatforms, or that otherwise interfere with the proper working of the Platforms (including by placing an unreasonable load on the Platforms’ infrastructure); (j) “crawl,” “scrape,” or“spider” any page, data, or portion of or relating to the Platforms or Services(through use of manual or automated means); (k) copy or store any significant portion of the Content; or (l) decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platforms; permit any third party to access thePlatforms or the Services except as permitted hereunder; create derivate works based on the Platforms or the Services; copy, frame or mirror any part or content of the Platforms or the Services; or access the Platforms or theServices in order to build a competitive product or service or copy any features, functions or graphics of the Platforms or the Services. We reservethe right to refuse Service or access to the Platforms, or terminate accounts at Our sole discretion, including, without limitation, if we believe that your conduct violates applicable law, violates these Terms or the Analytics ServicesOrder Agreement, or is harmful to our interests.

8.    TieIntellectual Property.

i.      You agree and acknowledge that Tieretains all right, title and interest in and to the Platforms and the Servicesand their entire continents, features, functionality (including, but notlimited to, all information, software, text, displays, illustrations, designs,images, icons, photographs, video, and audio), and all proprietary information and technology used by Tie or provided to you in connection with the Services or the Platforms, including all improvements, enhancements or modifications thereto (the “Technology”), and that the Technology is protected by intellectual property rights owned by or licensed to Tie.  Other than as expressly set forth in in theseTerms, the Terms or the Analytics Services Order Agreement between you and Tie do not confer on you any right, title, or interest in the Technology, and Tie reserves all right, title and interest (including all intellectual property rights) in the Technology.

ii.     Subject to the limited rightsexpressly granted hereunder, Tie reserves all right, title and interest in and to the Platforms and the Services, including the Technology and all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Items that are not specifically transferred to the other partywill remain the property of their respective owners on the date here of and each party expressly reserves such rights. Without limiting the foregoing,Tie shall own any content created by it in respect of analytics or audience settings, data warehouse related calculations, tracking codes, data, algorithms or other intellectual property, which shall be licensed to you on a limited, non-transferrable, non-sub licensable basis.

iii.  Subject to the rights granted by youhereunder, you reserveall right, title and interest in and to the Client Content and all intellectualproperty related thereto. You grant to Tie a perpetual, fully paid up, royalty-free, irrevocable, worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Client Content in connection with thePlatforms and the Services, including for the purpose of performing or improving the Services and/or making available the Platforms and as otherwise contemplated by these Terms or the Analytics Services Order Agreement. All rights in and to the Client Content not expressly granted to Tie in in theseTerms or the Analytics Services Order Agreement are reserved by you. For purposes of these Terms, “Client Content” means information, data, and other content, in any form or medium, that is collected, downloaded, uploaded, or otherwise received, directly or indirectly, by Tie from you by or through the Services or Platforms.Notwithstanding anything to the contrary in these Terms or any AnalyticsServices Order Agreement(s), you hereby agree and acknowledge that Tie may useClient Content in its sole discretion for activities, including, but not limited to, internal model training.  Subject to the terms and conditions herein, Tie will not further share Client Content with third parties.

iv.    Notwithstanding anything to the contrary herein, Tie shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and the Platforms and related systems and technologies(including, without limitation, Client Content and data derived therefrom), andTie will be free (during and after the term hereof) to (a) use such data and information to improve and enhance the Services and the Platforms and for other development, diagnostic and corrective purposes in connection with the Services and the Platforms and other Tie offerings, and (b) disclose such data and information solely in an aggregate or other de-identified form in connection with its Services and business activities.

v.     With respect to Third-PartyMaterials (as defined below), the applicable third-party providers own all right, title, and interest, in and to the Third-Party Materials, except as expressly set forth in any applicable third-party license. For purposes of theseTerms, “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to theServices or the Platforms that are not proprietary to Tie.

Yougrant Tie a perpetual, fully paid up, royalty-free, irrevocable,worldwide,non-exclusive, transferable, and sublicensable license to use and incorporateinto the Platforms and the Services or other Tie products, business, orservices any suggestions, enhancement requests, recommendations or otherfeedback provided by you or its employees or agents relating to the Platformsor the Services.

9.    Terminationand Suspension.

i.     Unlessspecified otherwise in the Analytics Services Order Agreement, which shall supersede these Terms, Tiemay terminate the Services and the Platforms for any reason on thirty (30)days’ prior written notice to you. Such foregoing right to terminate onlyarises in the event of an uncured material breach of your obligations underthese Terms or the Analytics Services Order Agreement. You shall not beentitled to any refunds for the payments made to Tie. Tie may terminate orsuspend your access to the Services and the Platforms immediately,without any notice, if  you (i) violateany law or regulation that is adopted or comes into effect or becomesapplicable in the jurisdiction or to these Terms or the Analytics ServicesOrder Agreement, as applicable, which restricts or purports to restrict Tie’sright to terminate these Terms or the Analytics Services Order Agreementwithout compensation or which otherwise invalidates any provision of theseTerms or the Analytics Services Order Agreement; (ii) breach obligations underthese Terms or the Analytics Services Order Agreement; (iii) knowingly make anyfalse or untrue statements or representations to Tie in the performance of itsobligations under these Terms or the Analytics Services Order Agreement; or(iv) cease to conduct business in the normal course, become insolvent, becomethe subject of any bankruptcy, receivership, or other insolvency proceedings,makes an assignment or other arrangement for the general benefit of itscreditors or has any of its material assets expropriated. Upon termination orsuspension of your access to the Services or the Platforms, your account andright to access and use the Services and the Platforms will terminateimmediately; provided, however, that your obligations under these Terms shallstill continue after such termination or suspension. You understand that anytermination of your account may involve deletion of Client Content associatedwith your account from the Platforms. Tie will not have any liability whatsoever to you for any termination ofyour rights under these Terms, including for termination of your account ordeletion of your Client Content.

ii.    Access tothe Services or the Platforms may be suspended, restricted or terminated at anytime, and we are not liable for any such failures of the Services or thePlatforms.

10.  Fees and Payments.

i.     Afteryou have registered with Tie, you may subscribe to Our Audience Enrichment Serviceson Our signup page. Following the registration with Tie, you may sign up for DeliverabilityServices through the applicable Analytics Services Order Agreement(s). Byentering your payment information, you authorize Tie to charge the listedamount of your order to your selected payment option.  Subscriptions on the Platforms renewautomatically on a 12-month basis. You shall make payment for the fees asspecified by your selected plan. All payments shall be made in US dollars,unless agreed otherwise in the Terms. Tie will provide a seven (7)-day notice(or a shorter or longer period, in Tie’s sole discretion) of the impending monthly invoice charge to the selected payment method, and the applicable monthly charge date for such invoice charges shall be based on (a) in the case of Audience Enrichment Services, the specific on the date that you signed theTerms and the Analytics Services Order Agreement for the Audience Enrichment Services and (b) in the case of Deliverability Services, the first day of the subsequent month following the date that you signed the Terms and the Analytics ServicesOrder Agreement for the Deliverability Services. All payment(s) will be charged to the payment method you have selected seven (7) days after the invoice notice, unless agreed otherwise in the Terms or the Analytics Services OrderAgreement. The fees and payments are non-refundable and non-cancellable.

ii.     Opt-Out. You may Opt-Out (as defined in the applicable Analytics Services Order Agreement(s)) and terminate your annual subscription for the Services on the monthly anniversary of yourOpt-Out Period (as specified in Analytics Services Order Agreement(s)) bys erving a written notice to Tie, subject to the terms and conditions set forth under these Terms and applicable Analytics Services Order Agreement(s). For the avoidance of doubt, you shall not be able to opt out at any time after your Opt-Out Period, and you shall be fully responsible for the payment of the Opt-Out Period for the selected Subscription provided by Tie.

iii.   Taxes.  You are responsible for any duties, customsfees, or taxes (other than Our income tax) associated with your subscription(“Taxes”), including any related penalties or interest, and you will pay Us foryour subscription without any reduction for Taxes. If we are obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payment to Us, you must provide Us with an official tax receipt or other appropriate documentation to support such payments.

iv.    Changes to Fees.  We reserve the right to revise the fees wecharge to subscribe to the Services and the Platforms.  If we do so, and you are currently subscribedto the Services and the Platforms,we will do Our best to provide you with written notice (which may be by email)at least thirty (30) days prior to the change. If Tierequires third party tools, software and/or services not available to Tiefor use in performing the Services under the terms of an existing license(“Additional Tools”), it may, in its sole discretion, cover the cost of suchAdditional Tools by (i) charging you an additional fee or (ii) directly passingon the fee of the Additional Tools to you. Tie reserves the right, in its sole discretion, to waive fees forAdditional Tools.  In the event Tieis asked to do hourly work outside of the scope of the Analytics Services OrderAgreement, then you and Tie shall mutually agree on such increase in charges in advance of Tie conducting the work.

v.    Delinquent Payments.  Delinquent payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses(including attorneys’ fees) that We incur in collecting delinquent amounts, except where such delinquent amounts are due to Our billing inaccuracies.

11.  Security and Encryption.

i.     You warrant and represent that you have taken all reasonable precautions to ensure that all Client Content is not infected with any virus or anything else which may have a destructive effect on any part of the Platforms.

ii.    Weuse secure socket layer (SSL)encryption to encrypt information communicated between your browser and the Platforms.We take reasonable precautions to prevent the existence of computer viruses orother malicious programs on the Platforms, but we accept no liability for themif they do exist. It is solely your responsibility to use, update and maintainappropriate antivirus software on your computer.

iii.  Information transmitted via the Platforms will be via public telecommunications networks.We accept no liability if communications sent via the Platforms are intercepted by third parties or incorrectly delivered or not delivered. The Platforms may contain links to other Websites. We accept no responsibility or liability for any material supplied by or contained on any third-party website which is linked from or to the Platforms, or any use of personal data by such third-party. If you decide to access any third-party websites, you do so entirely at your own risk and will be subject to the terms and conditions ofuse for such third-party websites.

12.  Client Name and Website.You agree to allow Tie to use your name and website, in Tie’s sole discretion, including,but not limited to, company promotions, online portfolio, past clients list, onsocial media, in print material, and for advertising and promoting Tie’sservices to other companies. You agree that Tie with prior written consent may post, distribute or publish, including in marketing materials for Tie, a public case study of your performance using Tie’s Services, the Platforms and other relevant materials.

13. Third-Party Services.
     
    1. We      utilize links and other tools to connect users to third party services      and websites. You acknowledge and agree that the Platforms operate on,      with, or are using application programming interfaces (“APIs”) and/or      other services operated or provided by third parties (“Third Party      Services”). Tie does not review, approve, monitor, endorse, warrant, or      make any representations with respect to Third Party Services, and Tie is      not responsible for the operation of any Third Party Services or the      availability or operation of the Platforms to the extent such      availability and operation is dependent upon Third Party Services. You      are solely responsible for procuring any and all rights necessary to      access Third Party Services and for complying with any applicable terms      or conditions thereof. Tie does not make any representations or      warranties with respect to Third Party Services. Any exchange of data or      other interaction between you and Third Party Services is solely between      you and that third party, and is governed by such third party’s terms and      conditions.
     
    2. We      have no control over the content and      policies of these Third Party Services, and in no event shall we be held      responsible or liable for the accuracy, reliability, or currentness of      any third party’s content or policies. Users who access or use a Third      Party Service through Tie are solely responsible for complying with the      terms and policies of these third parties. You hereby release and forever      discharge Tie (and Our officers, employees, agents, successors, and      assigns) from, and hereby waive and relinquish, each and every past,      present and future dispute, claim, controversy, demand, right,      obligation, liability, action and cause of action of every kind and      nature (including personal injuries, death, and property damage), that      has arisen or arises directly or indirectly out of, or that relates      directly or indirectly to, the Platforms (including any interactions      with, or act or omission of, other Platforms users or any Third-Party      Services).  IF YOU ARE A CALIFORNIA      RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN      CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT      EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN      HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY      HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE      DEBTOR.”
 
14. Assignees and Successors. These Terms and the Analytics Services Order Agreement shall be     binding upon and inure to your and Tie’s benefit, and their respective     successors and assigns permitted under these Terms, except that you may     not assign or otherwise transfer any of its rights or obligations     hereunder without the prior written consent of Tie (and any attempted     assignment or transfer by you without such consent shall be null and     void). These Terms and the Analytics Services Order Agreement may be the     subject-matter of an assignment to your successor through a merger,     acquisition, change of control, or a sale or other transaction involving     all or substantially all of     your assets, provided that the successor shall assume all your obligations     hereunder in writing countersigned by Tie. Nothing in these Terms     or the Analytics Services Order Agreement, expressed or implied, shall be     construed to confer upon any person or entity (other than you and Tie,     their respective successors and assigns permitted hereby and, to the     extent expressly contemplated hereby, any legal or equitable right, remedy, or claim under     or by reason of these Terms or the Analytics Services Order Agreement.
15. Non-Disclosure and     Confidentiality.
     
    1. From time to time during the      term of the applicable Analytics Services Order Agreement (the “Term”),      Tie (as the “Disclosing Party”) may disclose or make available to you (as      the “Receiving Party”) information about its business affairs and      services, confidential information and materials comprised of or related      to intellectual property, trade secrets, third-party confidential      information, and other sensitive or proprietary information, as well as      these Terms or the terms of the Analytics Services Order Agreement,      whether orally or in written, electronic or other form or media, and,      whether or not marked, designated or otherwise identified as      “confidential” (collectively, “Confidential Information”). Confidential      Information does not include information that at the time of disclosure:      (i) is or becomes generally available to and known by the public other      than as a result of, directly or indirectly, any breach of this Section 15      by the Receiving Party or any of its representatives; (ii) is or becomes      available to the Receiving Party on a non-confidential basis from a      third-party source, provided that such third party is not and was not      prohibited from disclosing such Confidential Information; (iii) was in      the possession of the Receiving Party or its representatives prior to      being disclosed by or on behalf of the Disclosing Party; (iv) was or is      independently developed by the Receiving Party without reference to or      use of, in whole or in part, any of the Disclosing Party’s Confidential      Information; or (v) is required to be disclosed pursuant to applicable      law.
     
    2. The Receiving Party shall      during the Initial Annual Term      and any applicable Annual Renewal Term (collective, the “Term”), and for      five (5) years after the termination of the Term: (i) protect and      safeguard the confidentiality of the Disclosing Party’s Confidential      Information with at least the same degree of care as the Receiving Party      would protect its own Confidential Information, but in no event      with less than a commercially reasonable degree of care; (ii) not use the      Disclosing Party’s Confidential Information, or permit it to be accessed      or used, for any purpose other than to exercise its rights or perform its      obligations under these Terms or the Analytics Services Order Agreement;      and (iii) not disclose any such Confidential Information to any person,      except to the Receiving Party’s representatives who need to know the      Confidential Information to assist the Receiving Party, or act on its      behalf, to exercise its rights or perform its obligations under these      Terms.  The Receiving Party shall      be responsible for any breach of this Section 15 caused by any of its      representatives. On the termination of these Terms and the Analytics      Services Order Agreement, the Receiving Party and its representatives      shall, promptly return all Confidential Information and copies thereof      that it has received under these Terms or the Analytics Services Order      Agreement.

16.  Indemnification. You hereby expressly agree toindemnify and hold harmless Tie, its shareholders, principals, officers,directors, employees, agents, representative and contractors (each an“Indemnified Party” and collectively, the “Indemnified Parties”) against all suits,actions, claims, demands, or costs of any kind to which the Indemnified Partiesmay be subject arising or resulting at any time or place from anything done or omittedto be done by themin connection with these Terms, the Analytics Services Order Agreement or theServices and the Platforms, or any breach by you of your obligations hereunder,including, without limitation, (i) any product liability with respect toproducts sold as a result of the Services and the Platforms and infringementclaims that may arise with respect to a party’s products (ii) your use of and access to theServices and the Platforms; (iii) any Client Content you post, program, upload,use, distribute, store, or otherwise transmit through the Platforms; (iv) yourviolation of any terms of these Terms, the Analytics Services Order Agreements,or the Privacy Policy;  (v) yourviolation of any law, rule, or regulation, or the rights of any third party or(vi) your Client Content. Tie reserves the right, at your expense, to assumethe exclusive defense and control of any matter for which you are required toindemnify us, and you agree to cooperate with Our defense of these claims.  You agree not to settle any matter withoutthe prior written consent of Tie. Tie will use reasonable efforts to notify youof any such claim, action or proceeding upon becoming aware of it.

17.  LawfulPurpose. You may only use Tie’s Services and Platforms forlawful purposes. Transmission of any material or Client Content in violation of any federal, stateor local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

18.  EntireUnderstanding. These Terms and the Analytics Services OrderAgreement constitute the sole agreement between you and Tie regarding the useof the Services and the Platforms.

19.  GoverningLaw.These Terms and the Analytics Services Order Agreement, and any claim, controversy, dispute, or cause of action (whether in contract or tort orotherwise) based upon, arising out of, or relating to these Terms and theAnalytics Services Order Agreement, and the transactions contemplated herebyand thereby shall be governed by, and construed in accordance with, the laws ofthe State of Delaware, without regard to conflicts of laws principles.

20. Arbitration Procedures.
    
     
    1. You irrevocably and      unconditionally agree that any dispute, controversy or claim brought by      you arising out of, relating to or in connection with these Terms and the      Analytics Services Order Agreement, including the breach, termination, or      validity thereof, shall be resolved by final and binding arbitration to      be administered by the American Arbitration Association (the “AAA”), in      accordance with its rules (the “AAA Rules”), which can be found here: https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf. The      arbitral tribunal shall have the sole power to rule on any challenge to      its own jurisdiction and all issues regarding arbitrability shall be      decided solely by the arbitral tribunal. The arbitration shall be held in      Miami, Florida before a single arbitrator in accordance with the AAA      Rules. All arbitrations shall be administered by a retired federal judge      to be mutually selected by you and Us. The tribunal shall have the power      to grant any provisional or final remedy or relief that it deems      appropriate, including conservatory measures and an award of attorneys’      fees. The language of the arbitration shall be English. Any judgment on the award rendered by the arbitrator may be      entered in any court of competent jurisdiction.  The prevailing party of any arbitral      proceeding shall be entitled to recover reasonable attorneys’ fees and      costs from the non-prevailing party.
     
    2. You and Tie hereby agree to      keep confidential the existence of the arbitration, the arbitral      proceedings, the submissions made by the parties and the decisions made      by the arbitral tribunal, including its awards to the extent not already      in the public domain, except in judicial proceedings related to the award      or where required by applicable law.
     
    3. You irrevocably and      unconditionally waive, to the fullest extent permitted by applicable law,      any objection that you may now or hereafter have to the laying of venue      of any action or proceeding arising out of or relating to these Terms,      the Analytics Services Order Agreement, or any other associated agreement      in any such court. You and Tie hereby irrevocably waive, to the fullest      extent permitted by applicable law, the defense of an inconvenient forum      to the maintenance of such action or proceeding in any such court.
 
21. Severability.  If any provision of the Terms is found     to be invalid, illegal, or unenforceable, such provision shall be     eliminated or limited to the minimum extent such that the remaining     provisions of the Terms will continue in full force and effect.
22. LIMITATION OF LIABILITY.      
    
     
    1. TO THE FULLEST EXTENT      PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TIE OR ANY OF OUR OFFICERS,      DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES,      CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR      PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “TIE PARTIES”) BE      LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY      OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS,      COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT,      INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF      ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR      RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES AND THE PLATFORMS      OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS      TO OR USE OF THE SERVICES OR THE PLATFORMS, OR TIE’S SECURE SERVERS      AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION      STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR      FROM THE SERVICES OR THE PLATFORMS; OR (IV) ANY BUGS, VIRUSES, TROJAN      HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORMS      (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN      EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO TIE FOR      USE OF SERVICES OR THE PLATFORMS; OR (II) $1,000.00 USD.
     
    2. THESE LIMITATIONS APPLY      REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY,      BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND      WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE      PLATFORMS AND THE SERVICES DO NOT REPLACE THE NEED FOR YOU TO MAINTAIN      REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. TIE HAS NO OBLIGATION OR      LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR      RECOVERY OF YOUR DATA OR CLIENT CONTENT.
 
23. Representations and     Warranties; Disclaimer.
    
     
    1. Each of you and Tie      represents and warrants to the other party that (a) it has all necessary      rights and authority to execute and deliver these Terms and the Analytics      Services Order Agreement, and perform its obligations hereunder and to      grant the rights granted under these Terms and the Analytics Services      Order Agreement; and (b) nothing contained in these Terms and the      Analytics Services Order Agreement, or in the performance of these Terms      and the Analytics Services Order Agreement will place it in breach of any      other material contract or obligation.
     
    2. Tie warrants to you that Tie will perform the Services      using personnel of required skill, experience, and qualifications and in      a professional and workmanlike manner in accordance with generally recognized industry      standards for similar services.       Tie’s sole obligation and your sole remedy if you notify Tie of      any breach of the foregoing warranty, will be to reperform the Services      in a manner that conforms to the warranty.
     
    3. You      represent and warrant to Tie and unconditionally guarantee that any      Client Content, including, but not limited to, elements of text,      graphics, videos, photos, content, designs, trademarks, artwork or other      materials furnished to Tie for inclusion in web pages or social media for      Tie case studies, are owned by you, or that you have permission from the      rightful owner to use each of these elements.  You agree to hold harmless, protect, and      defend Tie from any claim or suit arising from the use of such elements      furnished by you. You are solely responsible for actions and omissions of      its personnel and the accuracy and completeness of any advertising claims      and associated disclaimers made in the Client Content.
     
    4. Disclaimer. YOUR USE OF THE      PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE      PLATFORMS IS AT YOUR OWN RISK.  THE      PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE      PLATFORMS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND TIE DISCLAIMS ALL      WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT      LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A      PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES      ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TIE AND ITS      AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS DO NOT WARRANT, AND      SPECIFICALLY DISCLAIM, THAT ALL ERRORS CAN BE CORRECTED, THAT THE      PLATFORMS AND SERVICES WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS,      ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE      SYSTEM, OR THAT OPERATION OF THE PLATFORMS OR SERVICES WILL BE      UNINTERRUPTED, FREE OF HARMFUL CODE, SECURE, OR ERROR-FREE. ALL      THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR      WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN      YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY      MATERIALS. TIE MAKES NO REPRESENTATIONS AND WARRANTIES ABOUT THE DELIVERABILITY      SERVICES EXCEPT AS SET FORTH IN THE ANALYTICS SERVICES ORDER AGREEMENT.      IN ADDITION, TIE MAKES NO      GUARANTEE AS TO THE RESULTS THAT MAY BE PROVIDED AS A RESULT OF THE DELIVERABILITY      SERVICES. THERE CAN BE NO ASSURANCE THAT YOUR      REVENUES WILL INCREASE AS A RESULT OF TIE’S EFFORTS OR THAT YOU SHALL      REACH THE PERFORMANCE BASELINE. TIE DOES NOT WARRANT THAT THE FUNCTIONS      SUPPLIED BY THE PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS      OBTAINED THROUGH THE PLATFORMS WILL MEET YOUR REQUIREMENTS OR THAT THE      OPERATION OF THE WORK WILL BE ACCURATE, RELIABLE, UNINTERRUPTED OR      ERROR-FREE.

24.  Time Limitation of Claims. You agree that any claim you mayhave arising out of or related to your relationship with Us must be filedwithin one (1) year after such claim arose; otherwise, your claim ispermanently barred.

25.  NoExclusivity. Tieretains the right to perform the same or similar type of services for thirdparties solely in its discretion.

26.  No Waiver. Our failure to exercise or delayin exercising any right, power, or privilege these Terms shall not operate as awaiver; nor shall any single or partial exercise of any right, power, orprivilege preclude any other or further exercise thereof.

27.  Force Majeure. We shall not be held liable for anydelays, failure in performance, or interruptions of service which resultdirectly or indirectly from any cause or condition beyond Our reasonablecontrol, including but not limited to: any delay or failure due to any act ofGod, act of civil or military authorities, act of terrorism, civil disturbance,war, pandemic, strike or other labor dispute, fire, interruption intelecommunications or Internet services or network provider services, failureof equipment and/or software, other catastrophe, or any other occurrence which is beyond Our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

28.  Note to International Users. The Platforms are hosted in theUnited States. If you are a user accessing the Platforms from the EuropeanUnion, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Platforms, which is governed by US law, you are transferring your Personal Information to theUnited States and you hereby consent to that transfer.

29.  Relationship of the Parties.

i.     Each party is an independent contractor with respect to the other party here under.  These Terms and the AnalyticsServices Order Agreement will not be construed to (a) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (b) authorize any party to enter into any commitment or agreement binding on the other party.

ii.    You agree that Tie may subcontract certain aspects of the Platforms and theServices to qualified third parties, provided, however, that any such subcontracting arrangement will not relieve Tie of any of its obligations hereunder. If such delegation would result in additional costs to you, We will obtain your prior approval.