Revenue Roll Inc d/b/a Tie
Terms And Conditions

Last Updated: October 19, 2026

READ THIS BEFORE YOU COMPLETE CHECKOUT

These Terms and Conditions are a binding contract between you and Revenue Roll Inc. d/b/a Tie. There is no separate signature page unless Tie presents the Order Form to you for signature. You enter into this contract by checking the acceptance box and clicking “Complete order” at checkout.

ARBITRATION. Section 16 requires that disputes between you and Tie be resolved by final and binding arbitration in Miami, Florida, before a single arbitrator, rather than in court.

AUTOMATIC RENEWAL AND AUTOPAY. If your Order specifies automatic renewal, your subscription renews automatically each year and your payment method is charged automatically. See Sections 4 and 5.

PROOF OF CONCEPT PERIOD AND OPT-OUT. Your Initial Term begins with a one (1) month paid Proof of Concept Period. You may opt out at any time before it ends. If you elect to prepay the whole Initial Term, no Opt-Out right applies. See Section 4.7.

If you do not agree to these Terms, do not complete checkout and do not access the Platform.

1. Agreement and Acceptance

1.1 Parties

These Terms and Conditions (the “Terms”) are entered into between Revenue Roll Inc., a Delaware corporation doing business as Tie (“Tie”, “we”, “us”, or “our”), and the legal entity identified as the customer at checkout (“Client”, “you”, or “your”). Tie and Client are each a “party” and together the “parties.”

1.2 Formation of the Agreement

Tie offers subscriptions to the Platform and Services through an online checkout hosted on Tie’s behalf by Salesbricks, Inc. (the “Checkout”). You form a binding contract with Tie at the moment you (a) check the box indicating that you agree to these Terms and to any Commercial Terms presented at Checkout, and (b) click “Complete order.” That action is your electronic signature and has the same legal effect as a handwritten signature on a printed order form. No countersignature by Tie is required; Tie’s acceptance is evidenced by its provisioning of the Services. Where Tie instead presents the Order Form for signature, the Agreement forms when both parties have executed the Order Form, and the executed Order Form, together with any Commercial Terms and the version of these Terms it incorporates, constitutes the Acceptance Record under Section 1.6.

The resulting contract (the “Agreement”) consists of, collectively: (i) these Terms; (ii) Appendix A (Products, Rates and Standard Defaults), attached to these Terms, and the Data Processing Addendum (Appendix B) attached to the Commercial Terms; (iii) the Order Form generated at Checkout and confirmed in your order confirmation, together with any Commercial Terms accepted at Checkout (together, the “Order”); (iv) the Tie Privacy Policy; and (v) any addendum later executed or accepted by both parties. For the avoidance of doubt, Appendix C (Forms of Addendum), which contains Forms A-2 through A-5, is attached for reference only; they impose no obligation on Client unless and until separately completed and accepted.

1.3 Authority

You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you are entering into this Agreement on behalf of the legal entity identified at Checkout; (c) you have full legal authority to bind that entity to this Agreement; and (d) the information you provide at Checkout, including the entity’s legal name, address, point of contact, and accounts payable contact, is accurate and complete. If you do not have that authority, you must not complete Checkout.

The Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. Client is responsible for determining whether its use of the Platform complies with the laws of the jurisdictions in which it operates.

The Services are not offered for the processing of Personal Data of data subjects located in the European Union, the United Kingdom, or Switzerland. Client will not direct, configure, or use the Services to resolve, enrich, or otherwise process Personal Data of data subjects located in those jurisdictions, and is responsible for implementing controls sufficient to prevent it from doing so.

1.4 The Order Form

The commercial half of this Agreement is the Order Form generated by Tie’s checkout provider and made available to Client at Checkout and in Client’s order confirmation (the “Order Form”). The Order Form replaces the signed order form previously used by Tie, and may be either accepted at Checkout or executed by the parties by signature. Each Order Form bears an order number and a Document ID, and states the parties, the Term dates, the products and services purchased, the fees, the committed usage quantities and overage rates, and the full billing schedule. The Order Form is incorporated into this Agreement in full.

Because the Order Form is generated by Tie’s checkout provider, it uses its own labels for several concepts defined in these Terms. The following table maps them, ordered by the Section of these Terms in which each concept is defined. A label on the Order Form has the meaning given to the corresponding term in these Terms:

Any term stated on the Order Form that is not addressed in these Terms is nonetheless binding. Any concept listed above that does not appear on a given Order Form does not apply to that Order. Standard entitlements and rates that are not stated on the Order Form are supplied by Appendix A (Products, Rates and Standard Defaults).

1.5 Order of Precedence

If there is a conflict among the documents comprising this Agreement, the following order of precedence controls, from highest to lowest: (a) any addendum expressly signed or accepted by both parties after the Order date and stating that it amends this Agreement; (b) the Data Processing Addendum (Appendix B to the Commercial Terms), but solely as to the processing of Personal Data; (c) any Commercial Terms accepted at Checkout; (d) the Order Form; (e) these Terms; (f) Appendix A (Products, Rates and Standard Defaults); and (g) the Privacy Policy

Notwithstanding the foregoing, the amounts, dates, quantities, and rates stated on the Order Form control over any conflicting amount, date, quantity, or rate stated in these Terms, Appendix A, or the Privacy Policy. An addendum or amendment executed or accepted by both parties after the Order date controls over the Order Form to the extent it expressly states that it amends a stated amount, date, quantity, or rate.

1.6 Record of Acceptance

At the time you complete Checkout, Tie and its checkout provider record the version of these Terms then in effect, the Order Form including its order number and Document ID, the full contents of the Order as displayed to you, the identity and email address of the individual completing Checkout, and the date and time of acceptance (the “Acceptance Record”). Tie will retain the Acceptance Record for the duration of this Agreement and for a reasonable period thereafter, and will provide you with a copy on written request. The Acceptance Record, together with these Terms and the Order, constitutes the parties’ written agreement and may be introduced as evidence in any proceeding. You agree not to contest the validity, admissibility, or enforceability of this Agreement solely on the ground that it was formed electronically or that it was not signed by hand.

1.7 Changes to These Terms

Tie may revise these Terms from time to time by publishing an updated version with a new version number and effective date. The version of these Terms in effect on the date you completed Checkout governs your then-current Term and will not change during that Term, except (a) as required by applicable law, or (b) by written agreement of both parties. Revised Terms apply to you beginning with your next Annual Renewal Term, provided Tie has published the revised Terms and given you notice under Section 17.3 at least thirty (30) days before that Annual Renewal Term begins. If you do not accept revised Terms, your sole remedy is to give notice of non-renewal under Section 4.2 before the Annual Renewal Term begins.

2. Definitions

3. Subscriptions and Services

3.1 Grant of Access

Subject to Client’s compliance with this Agreement and payment of all fees, Tie grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and receive the Services during the Term, solely for Client’s internal business purposes as described in the Order. Client may download and print Platform content only to the extent required to use the Services. Client may not use the Platform, its content, or the Services for any other purpose without Tie’s prior written consent. This Agreement does not grant Client any license, ownership, or other right in the Services or their outputs except as expressly stated.

3.2 Tie Credits

Tie operates on a single pool of Tie Credits. Client’s Subscription tier determines which Services Client may access; Tie Credits are the unit of consumption across all of them. Each Subscription includes an annual allotment of up to the number of Tie Credits, stated on the Order Form. Tie Credit consumption during the Proof of Concept Period is not charged and does not draw down that allotment, and no Additional Usage Fee accrues during that period.

Tie Credits are drawn down by the following billable events: (a) each Unique Identified Visitor under Section 3.3; (b) the monthly deduction on the Active Profile Count for Tie Build under Section 3.4, where enabled; (c) the monthly deduction on the Active Profile Count for Tie Predict under Section 3.5, where enabled; (d) each ESP Email Send under Section 3.6, where Tie Priority is enabled; and (e) each Unique Discovered Visitor under Section 3.7, where Tie Discover is enabled. Rates for each billable event are stated on the Order Form or, where the Order Form states no rate, in Appendix A.

Client may view its month-to-date Tie Credit consumption in the Tie platform. Client is solely responsible for monitoring its consumption with appropriate frequency and for the consumption resulting from the Services it enables and the configuration choices it makes. Except as expressly stated in this Agreement, Tie has no obligation to monitor, cap, or notify Client of consumption.

Tie will not enable any Service that consumes Tie Credits without Client’s prior consent, which may be given in the Order or through the Tie platform or via a recorded meeting. Client may disable any such Service as provided in the Section governing that Service. This Section does not apply to Tie ID, which is enabled as part of every Subscription and is required for all other Services with the exception of Tie Priority.

3.3 Tie ID

Tie ID de-anonymizes visitors to Client’s websites and mobile applications and resolves them to opted-in shopper profiles, matched against Tie’s identity network and data sources. Each such visitor is a “Unique Identified Visitor.” Tie will provide, at a minimum, each Unique Identified Visitor’s name and verified email appended to the IP address or mobile advertising identifier. Where mailing addresses or phone numbers become available to Tie, Tie may in its sole discretion share that additional information. Tie does not guarantee the number of Unique Identified Visitors, any identification or match rate, or the availability of any particular data field.

Client consumes one (1) Tie Credit per Unique Identified Visitor per calendar month. Identification is counted once per individual per calendar month regardless of how many times that individual visits: if an individual visits Client’s websites or mobile applications one hundred times in a month, Client is charged one (1) Tie Credit for that individual in that month, not one hundred. Tie ID is required for all other Services.

Client may configure its match tier and any minimum engagement thresholds within the Tie platform. Because a broader match tier produces more Unique Identified Visitors, it also consumes more Tie Credits. Client is responsible for its configuration choices and the resulting consumption. Tie will share Unique Identified Visitor information with Client’s email service provider (“ESP”), ad networks, and data warehouse as configured by Client.

Because disabling Tie ID changes how Tie writes back to Client’s ESP and may affect other Services, Tie ID is deactivated by Tie on Client’s written request rather than by Client within the platform.

3.4 Tie Build

Tie Build tailors personas, tracking events, and on-site forms to individual shoppers from their resolved profile. It comprises: (a) custom personas, allowing Client to group shoppers by traits, behavior, and predicted intent; (b) custom tracking events, allowing Client to define on-site actions and track them as signals; and (c) forms, pop-ups, and triggers that fire on rules Client configures.

Tie Credits are deducted monthly based on the total number of profiles counted as active in Client’s ESP on the first day of each calendar month (the “Active Profile Count”), at the rate stated in the Order or, where the Order states no rate, in Appendix A. Because consumption is metered monthly on the Active Profile Count, total annual consumption depends on how many profiles remain active in each month and is not a fixed annual charge per profile.

Client may enable and disable Tie Build within the Tie platform. Disablement takes effect at the end of the then-current calendar month, after which no further Tie Credits are consumed for Tie Build. Tie Credits consumed before disablement takes effect are not refunded or restored.

3.5 Tie Predict

Tie Predict scores profiles daily on behavioral signals from across the web, returning predicted open, click, purchase, and churn scores on a scale of one (1) to ten (10), and may include categorical profile assessments. Scores are applied to profiles in Client’s ESP and to new profiles provided by Tie, including reactivated or added profiles.

Tie Credits are deducted monthly based on the Active Profile Count, at the rate stated in the Order or, where the Order states no rate, in Appendix A. Client may enable Tie Predict within the Tie platform or by written request to Tie by email. Client may disable Tie Predict at any time by written request to Tie by email; disablement takes effect at the end of the then-current calendar month, after which Tie will cease updating scores on existing profiles and will not append scores to new profiles.

Tie Predict outputs are predictions. Tie does not warrant that any score will correspond to actual shopper behavior, and Client is responsible for how it acts on them.

3.6 Tie Priority

Tie Priority is Tie’s email deliverability product. It combines, as a single product: (a) inbox placement, under which Tie applies and continuously tests an insert in Client’s campaigns with the objective of moving Client’s sends from the Promotions or Spam folders into the Primary inbox; and (b) domain warming and reputation monitoring, under which Tie sends seed emails and monitors domain health, spam-trap exposure, and placement signals. Tie Priority supersedes the products previously offered by Tie as “Tie Priority” and “Tie Protect,” which are now delivered as one product and metered at a single rate.

Tie Priority operates in one mode at a time, never both. Where Client’s sends are landing in Spam, Tie applies domain warming until Client’s domain is reliably out of Spam. Once Client is out of Spam, Tie switches to inbox placement and tests Client’s sends from the Promotions folder toward the Primary inbox. Tie determines which mode is active based on Client’s then-current placement signals. The rate stated in the Order applies regardless of which mode is active, and Client is not charged twice for the two modes.

Tie Priority is available on all Subscription tiers, only to Clients using Klaviyo as their ESP. Access is subject to a qualification assessment, which may include a seed placement audit and questions about Client’s sending practices. Tie may decline to activate Tie Priority where Client does not meet its qualification criteria, and may condition activation on changes to Client’s sending practices.

Tie Credits are deducted for each ESP Email Send at the rate stated on the Order Form or, where the Order Form states no rate, in Appendix A. No Tie Credits are deducted for ESP Email Sends during the Proof of Concept Period.

Client acknowledges that Tie measures Tie Priority against a holdout. Unless the Order states otherwise, Tie withholds a random ten percent (10%) of each send with Tie Priority disabled and reports performance for the treated portion against that holdout. Client may enable and disable Tie Priority at any time from within the Tie platform or by written request to Tie by email; disablement takes effect at the end of the then-current calendar month. Disabling Tie Priority does not reduce Client’s Subscription fees, alter the Term, or give rise to any credit or refund.

CLIENT ACKNOWLEDGES AND AGREES THAT TIE DOES NOT GUARANTEE ANY EMAIL DELIVERABILITY OUTCOME, INBOX PLACEMENT RATE, SENDER REPUTATION SCORE, REVENUE LIFT, OR EMAIL SENDING VOLUME, AND THAT THE PERFORMANCE OF TIE PRIORITY IS CONTINGENT UPON RESPONSIBLE USAGE. EXCESSIVELY AGGRESSIVE OR RISKY EMAIL SENDING PRACTICES MAY IMPACT PERFORMANCE, AND TIE CANNOT GUARANTEE UNINTERRUPTED FUNCTIONALITY UNDER SUCH CONDITIONS. TIE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF TIE PRIORITY OR THE OUTCOMES OF USING IT.

3.7 Tie Discover

Tie Discover identifies visitors who arrive at Client’s websites from an AI-generated response, by detecting when Client’s brand or creative is surfaced in a large language model conversation and resolving the originating visitor in the same manner as Tie ID. Each such visitor is a “Unique Discovered Visitor.”

Client consumes two (2) Tie Credits per Unique Discovered Visitor: one (1) credit to source the originating identifier, and one (1) credit to resolve and enrich the profile. Once resolved, a Unique Discovered Visitor is treated in the same way as a Unique Identified Visitor for all other purposes under this Agreement, and no further Tie Credit is consumed under Section 3.3 for that visitor in that calendar month.

Tie Discover is disabled by default. Client may enable and disable Tie Discover within the Tie platform or by written request to Tie by email. Disablement takes effect at the end of the then-current calendar month, after which no further Tie Credits are consumed for Tie Discover. Tie Credits consumed before disablement takes effect are not refunded or restored.

Tie Discover depends on signals emitted by third-party AI platforms that Tie does not control. Tie does not guarantee the number of Unique Discovered Visitors, any detection or match rate, or the continued availability of any AI platform signal, and may modify or discontinue Tie Discover where a third-party platform changes or withdraws access.

3.8 Service Standards and Limitations

1. Tie will use commercially reasonable efforts to provide accurate Services from reputable sources, but makes no warranty as to absolute accuracy or completeness. Except in cases of gross negligence or willful misconduct, Tie is not responsible or liable for inaccurate, incomplete, or untrue information in the Services, or for any dispute, obligation, or liability arising from that information, unless the dispute arises from Tie’s material breach of this Agreement.
2. Client is primarily responsible and liable for its use of the Services and for any issue arising from that use. Tie’s obligations and liabilities with respect to Client’s use are limited to those expressly set out in this Agreement.
3. Tie will use commercially reasonable efforts to ensure that the Services, and Tie’s provision of them to Client, do not violate any third party’s privacy, data protection, or other rights, and comply with applicable data privacy laws.

4. Term, Renewal, and Opt-Out

4.1 Initial Term and Proof of Concept Period

This Agreement takes effect on the date you complete Checkout. The subscription runs for the Contract Period, beginning on the start date stated on the Order Form (the “Initial Term”). Where the start date is later than the Checkout date, this Agreement governs the parties from the Checkout date, but Tie’s obligation to provide the Services, and the Contract Period, begin on the start date.

Unless the Order Form states otherwise, every initial Subscription is a thirteen (13) month Initial Term made up of two parts: a one (1) month paid Proof of Concept Period, followed by a twelve (12) month period. The Proof of Concept Period is paid at the rate stated on the Order Form and is not a free trial. The same structure applies to every tier.

If Client Opts-Out before the Proof of Concept Period ends, Client has no obligation to continue into the twelve (12) month period.

Renewals are not subject to a Proof of Concept Period. Each Annual Renewal Term is twelve (12) months.

Where the parties sign an amendment under Section 4.6A that extends the Proof of Concept Period, delays the date on which the Subscription is implemented, or otherwise extends the Initial Term, the following apply unless the amendment states otherwise, notwithstanding the thirteen (13) month periods stated in this Section 4.1 and Section 4.2: (a) the start date of the Initial Term stated on the Order Form does not change, and the end date of the Initial Term is extended by the same number of days as the extension or delay, so that the Initial Term may exceed thirteen (13) months; (b) the period during which Client may Opt-Out under Section 4.7 runs to the end of the extended Proof of Concept Period; (c) no additional Tie Credits are allotted for the extension, and the annual allotment stated on the Order Form applies through the extended Initial Term; (d) any discount applies only for the discount duration stated in the Order and is not extended; and (e) the first Annual Renewal Term begins at the end of the extended Initial Term.

4.2 Renewal

The Initial Term is thirteen (13) months; every renewal term is twelve (12) months. If the Order specifies automatic renewal, this Agreement renews automatically at the end of the Initial Term for successive twelve (12) month periods, or for the renewal contract period stated in the Order (each, an “Annual Renewal Term”), unless either party gives the other written notice of non-renewal at least thirty (30) days before the Annual Renewal Term begins. If the Order is silent as to renewal type, the Subscription renews automatically as provided in Appendix A. If the Order specifies mutual renewal, this Agreement expires at the end of the then-current Term unless both parties agree in writing to renew. Renewal is at the then-current fees, subject to Section 5.5.

4.3 Tie Credit Utilization and Expiration

Tie Credits included in a Subscription may be used at any time during the applicable annual term. Any Tie Credits not used before the end of the Initial Term or an Annual Renewal Term expire on that date.

On any termination of this Agreement before the end of the then-current Term, all unused Tie Credits are forfeited and no refund or credit is due, consistent with Section 5.1.

4.4 Subscription Upgrades

Client may upgrade its Subscription at any time during the Term by completing a further Checkout for an upgrade order, or by accepting a Subscription Upgrade Addendum in the form of Form A-3 in Appendix C to these Terms. An upgrade starts a new Term on the effective date, and for the term length, stated in the Subscription Upgrade Addendum or upgrade order, and the fees, Tie Credit allotment, and other terms stated there apply from that date. Additional features that do not carry their own Tie Credit allotment are prorated for the remainder of the then-current Term and do not modify, extend, or reset the Term.

4.5 Additional Credit Blocks

Any purchase of Tie Credits in excess of Client’s then-current annual allotment (an “Additional Credit Block”) is a top-up purchased under Section 5.4 at the applicable overage rate. An Additional Credit Block is not an upgrade and does not start a new Term. Tie Credits in an Additional Credit Block apply to the then-current Term only and expire unused at the end of that Term, unless Tie agrees otherwise in writing. An Additional Credit Block does not modify, replace, or reset Client’s prior Tie Credit allocation. Payment for an Additional Credit Block is due in full on purchase unless Tie agrees otherwise in writing. Client wishing to increase its annual allotment on a continuing basis should upgrade under Section 4.4.

4.6 Additional Subscriptions

Client may add Subscriptions for affiliated brands by completing an additional Checkout, or by accepting an Additional Subscription Addendum in the form of Form A-4 in Appendix C to these Terms. Each additional Subscription carries its own separate annual Tie Credit allotment for the designated affiliated brand and its own fees, and is governed by this Agreement. Unless Tie agrees otherwise in writing, Tie Credits are not pooled or transferable between Subscriptions.

4.6A Amendments

Any change to this Agreement that is not an upgrade under Section 4.4 or an additional Subscription under Section 4.6 must be made by a written amendment signed by both parties. A signed amendment takes precedence under Section 1.5(a), including as to any amount, date, quantity, or rate it expressly amends.

4.7 Opt-Out

Client may terminate the Initial Term by giving Tie written notice at any time before the end of the Proof of Concept Period. No reason is required and no termination fee applies. Termination under this Section takes effect at the end of the Proof of Concept Period.

On an Opt-Out, Client remains responsible for the amount payable for the Proof of Concept Period. No refund is due for amounts already paid, and Client has no obligation for the twelve (12) month period that would otherwise have followed.

Client may not Opt-Out after the Proof of Concept Period ends, and remains responsible for the full Initial Term. Where Client has elected to prepay the whole Initial Term, no Opt-Out right applies, because Client has paid for the entire Initial Term.

Client controls its consumption of Tie Credits and may set a usage cap within the Tie platform, or request in writing that Tie set one on Client’s behalf. Where a usage cap is in effect, Tie will cease consuming Tie Credits on Client’s behalf once the cap is reached, and no Additional Usage Fee will be charged above the cap. Services that consume Tie Credits will not resolve or meter further activity until Client raises the cap or purchases an Additional Credit Block. Tie is not responsible for Services not delivered as a result of a cap, and is not otherwise responsible for monitoring or limiting Client’s consumption on Client’s behalf.

5. Fees, Payment, and Payment Authorization

5.1 Fees

Client will pay the fees stated in the Order. All fees are stated and payable in US dollars. Except as expressly provided in this Agreement, all fees are non-refundable and all payment obligations are non-cancellable.

5.2 Payment Authorization and Autopay

By entering payment information at Checkout and completing your order, you authorize Tie and its payment processors to charge the payment method you provide for (a) the first payment shown at Checkout, charged immediately upon completion of Checkout unless the Order states a later first charge date; (b) each subsequent scheduled payment for the duration of the Term, on the billing frequency stated in the Order; (c) any Additional Usage Fees and other amounts that become due under this Agreement; and (d) all amounts due during each Annual Renewal Term, at the renewal fees determined under Sections 4.2 and 5.5. This authorization continues until the Agreement terminates and all amounts owed are paid in full. Client is responsible for keeping its payment method current and may update it through the customer portal Tie provides.

5.3 Billing Schedule and Proration

Client will pay either a one-time annual payment or the installments stated in the Order. Where the Order provides for recurring installments, billing occurs on the schedule stated in the Order regardless of the calendar date on which the Term began, and Tie will charge a prorated amount for the days between the start date and the first regular billing date. For orders placed on invoice terms rather than electronic payment, invoices are due according to the payment terms stated in the Order.

5.4 Credit Top-Ups and Additional Usage

A usage cap enabled by Client in the Tie platform and a usage cap set by Tie upon Client’s written request have the same effect under this Section 5.4. This Section does not apply during the Proof of Concept Period, during which Tie Credit consumption is not charged.

Client acknowledges that when no usage cap is in effect: (a) Client may purchase additional Tie Credits at the Overage Rate; (b) Client may upgrade to a new contract pursuant to Section 4.4; and (c) Tie will send Client email notifications as credit usage approaches and exceeds the plan amount. Once Client exhausts its Tie Credits, access to the Tie Platform will be restricted strictly to the billing page and no data will be pushed to Client’s Email Service Provider (ESP).

Client may purchase additional Tie Credits at any time at the applicable Overage Rate, subject to a minimum purchase of ten thousand (10,000) Tie Credits. Tie Credits purchased as a top-up apply exclusively to the then-current Term; they do not roll over or carry forward, and any unused credits expire at the end of that Term.

5.5 Annual Increase

Unless the Order states otherwise, all Subscription fees and Additional Usage Fee rates increase automatically by seven percent (7%) at the beginning of each Annual Renewal Term, for the duration of that Annual Renewal Term. This automatic increase is disclosed in the Order and is not subject to the notice and termination right in Section 5.8.

5.6 Discounts

Any discount applies only as stated in the Order, for the discount duration stated in the Order. Discounts apply only to the Initial Term and do not carry into any Annual Renewal Term unless Tie agrees otherwise in writing.

5.7 Taxes

Client is responsible for all duties, customs fees, and taxes associated with its Subscription other than Tie’s income tax, including any related penalties or interest, and will pay Tie without reduction for those amounts. Taxes are calculated at Checkout based on the company headquarters address Client provides. If Tie is obligated to collect or pay taxes, they will be invoiced to Client unless Client provides a valid exemption certificate. If Client is required by law to withhold taxes, Client must provide Tie with an official tax receipt or other appropriate documentation.

5.8 Changes to Fees

Tie may revise its fees on at least thirty (30) days’ prior written notice, which may be given by email. If a revision increases Client’s fees, Client may terminate the affected Services by written notice to Tie before the increase takes effect, in which case the increase will not apply to Client. This termination right does not apply to the automatic annual increase under Section 5.5. If Tie is asked to perform hourly work outside the scope of the Order, the parties will agree on the additional charges in advance.

5.9 Delinquent Payments

Delinquent amounts bear interest at one and one-half percent (1.5%) per month, or the highest rate permitted by law if lower, from the due date until paid in full. Client is responsible for all reasonable expenses, including attorneys’ fees, that Tie incurs in collecting delinquent amounts, except where the delinquency results from Tie’s billing inaccuracy.

5.10 Suspension for Extended Delinquency

If any undisputed invoice remains unpaid for more than ninety (90) days past its due date and the delinquency continues for two (2) consecutive billing periods, Tie may, on written notice to Client, suspend or limit access to the Services and Platform until all outstanding amounts are paid in full. Suspension does not relieve Client of its payment obligations, and all fees continue to accrue during the suspension period. Tie may restore access following payment of all outstanding balances and satisfaction of any reasonable reinstatement requirements.

Non-payment is addressed exclusively under Sections 5.9 and 5.10 and is not subject to the ten (10) day cure and termination provision in Section 12(a). Nothing in this Section limits Tie’s rights under Section 12(b).

5.11 Monthly Installment Plans

Where the Order states a monthly installment option and Tie has approved Client for that option, Client will pay the total amount stated on the Order Form in the installments and on the due dates stated in the billing schedule on the Order Form. The installment total is a single commitment for the Initial Term and is not a series of independent monthly charges; consistent with Section 5.1, it is non-cancellable and amounts paid are non-refundable, subject only to any Opt-Out right under Section 4.7. Client will maintain the business bank account it connects and authorizes at Checkout through Stripe Financial Connections, or such other data-connection tool as Tie may use from time to time. A charge of one hundred fifty dollars ($150) applies to each rejected or returned payment, in addition to interest under Section 5.9.

Tie may assign the payment obligation under this Section, together with the related receivables, to an affiliate of Tie or to a financing party, in each case without Client’s consent. Following any assignment, Client will make each payment to the party identified in the payment instructions then provided to Client. An assignment under this Section does not change the amounts, dates, or schedule stated on the Order Form, does not relieve Tie of its obligations to provide the Services, and does not affect Client’s rights under this Agreement.

6. Client Obligations and Restrictions

6.1 Account Security

Client must provide accurate registration information and is responsible for safeguarding its credentials and for all activity under its account. Client will not disclose its password to any third party and will notify Tie immediately on becoming aware of any security breach or unauthorized use of its account. Tie is not liable for any loss or damage arising from Client’s failure to comply with this Section. Tie may disable any username, password, or other identifier at any time in its reasonable discretion, including where Client has violated this Agreement or engaged in conduct harmful to Tie or other users.

6.2 Client Systems

Client will at all times (a) set up, maintain, and operate in good repair all Client Systems on or through which the Services and Platform are accessed; (b) provide Tie personnel with the access to Client Systems necessary for Tie to perform the Services; and (c) provide all cooperation and assistance Tie reasonably requests. Tie is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay or failure to perform its obligations, including with respect to Client Systems.

6.3 Acceptable Use

Client will not, and will not permit any third party to:

• violate this Agreement or the Privacy Policy;
• infringe or violate the personal, property, or intellectual property rights of any person, including moral rights, privacy rights, and rights of publicity;
• misrepresent information or knowingly provide false, incomplete, or inaccurate information;
• violate any law or regulation, including export control and privacy laws, or use the Services for any purpose not reasonably intended by Tie;
• engage in conduct that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, vulgar, pornographic, obscene, or otherwise objectionable, including hate speech or discriminatory language;
• jeopardize the security of any account, or attempt to obtain another user’s password, account, or security information;
• violate the security of any computer network or crack any password or security encryption code;
• run mail lists, listservs, auto-responders, or spam on the Platform, or any process that runs while Client is not logged in or otherwise interferes with the proper working of the Platform, including by placing an unreasonable load on its infrastructure;
• crawl, scrape, or spider any page, data, or portion of the Platform or Services by manual or automated means;
• copy or store any significant portion of the Platform content;
• decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas of the Platform;
• permit any third party to access the Services except as permitted under this Agreement, create derivative works based on the Services, or copy, frame, or mirror any part of the Services; or
• access the Services in order to build a competitive product or service, or to copy any feature, function, or graphic of the Services.

Client may use the Services and Platform only for lawful purposes. Transmission of any material in violation of any federal, state, or local law or regulation is prohibited, including copyrighted material, material judged to be threatening or obscene, pornographic or profane material, and material protected by trade secret, as well as links to any such material. Tie may refuse service or terminate accounts in its reasonable discretion, including where Tie believes Client’s conduct violates applicable law or this Agreement, or is harmful to Tie’s interests.

7. Intellectual Property

7.1 Tie Technology

Tie retains all right, title, and interest in and to the Platform and Services and their entire contents, features, and functionality, including 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 Client in connection with the Services, including all improvements, enhancements, and modifications (the “Technology”). No right, title, or interest in the Technology is conferred on Client other than as expressly set out in this Agreement. Without limiting the foregoing, Tie owns any content it creates in respect of analytics or audience settings, data warehouse calculations, tracking codes, data, algorithms, and other intellectual property, which is licensed to Client on a limited, non-transferable, non-sublicensable basis for the Term.

7.2 Client Content

Client retains all right, title, and interest in and to the Client Content. Client grants Tie a term-limited, fully paid-up, royalty-free, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Client Content in connection with the Platform and Services, including to perform and improve the Services. This license terminates on expiration or termination of this Agreement, except for Client Content that has been incorporated into aggregate, anonymized datasets that cannot reasonably be reverse engineered to identify Client. All rights in the Client Content not expressly granted to Tie are reserved by Client.

7.3 Model Training

Notwithstanding anything to the contrary, Tie may use Client Content, subject to applicable privacy laws and with appropriate safeguards, for internal purposes including internal model training. Tie will not share Client Content with third parties except as required to provide the Services or as permitted by applicable law.

7.4 Third-Party Materials

The applicable third-party providers own all right, title, and interest in and to Third-Party Materials, except as expressly set out in any applicable third-party license.

7.5 Feedback

Client grants Tie a perpetual, fully paid-up, royalty-free, irrevocable, worldwide, non-exclusive, transferable, and sublicensable license to use and incorporate into the Platform, the Services, and other Tie products and services any suggestion, enhancement request, recommendation, or other feedback provided by Client or its employees or agents.

8. Confidentiality

From time to time during the Term, each party (as “Disclosing Party”) may disclose to the other (as “Receiving Party”) information about its business affairs and services, confidential information and materials relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether or not marked confidential (“Confidential Information”). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to the public other than through the Receiving Party’s breach; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party not prohibited from disclosing it; (c) was in the Receiving Party’s possession before disclosure by the Disclosing Party; (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by applicable law.

During the Term and for five (5) years after it ends, the Receiving Party will: (a) protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own, and in no event less than a commercially reasonable degree of care; (b) not use the Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement; and (c) not disclose the Confidential Information to any person other than its representatives who need to know it for those purposes. The Receiving Party is responsible for any breach of this Section by its representatives.

On termination of this Agreement, the Receiving Party and its representatives will promptly return or destroy all Confidential Information and copies received under this Agreement, except for (a) copies retained in routine backup or archival systems and (b) copies required to be retained by applicable law or legal hold, each of which remains subject to this Section for so long as it is retained.

9. Data Protection and Privacy

9.1 Data Processing Addendum

The Tie Data Processing Addendum (the “DPA”) is attached as Appendix B to the Commercial Terms and forms part of this Agreement. By completing Checkout, Client accepts the DPA. No separate signature to the DPA is required. Client is the Controller and Tie is the Processor with respect to Personal Data processed under this Agreement, as those terms are defined in the DPA. In case of conflict between the DPA and the rest of this Agreement regarding the processing of Personal Data, the DPA prevails.

9.2 Privacy Policy

Tie’s Privacy Policy, available at https://www.meettie.com/privacy-policy, describes how Tie collects and uses personal information in connection with the Platform and is incorporated by reference.

9.3 Security

Client warrants that it has taken all reasonable precautions to ensure that Client Content is not infected with any virus or other destructive code. Tie uses transport layer encryption for information communicated between Client’s browser and the Platform, and takes reasonable precautions against viruses and malicious programs, but except in cases of gross negligence or willful misconduct accepts limited liability for them. Client is solely responsible for maintaining appropriate antivirus software on its own systems. Information transmitted via the Platform travels over public telecommunications networks; except where caused by Tie’s gross negligence or willful misconduct, Tie accepts limited liability if communications are intercepted, incorrectly delivered, or not delivered.

10. Third-Party Services

The Platform operates with, and uses application programming interfaces and other services provided by, third parties (“Third-Party Services”), including Client’s ESP, ad networks, data warehouse, and Tie’s payment and checkout providers. Tie does not review, approve, monitor, endorse, warrant, or make any representation with respect to Third-Party Services, and is not responsible for their operation or for the availability of the Platform to the extent it depends on them. Any exchange of data with Third-Party Services occurs only at Client’s direction and is solely between Client and that third party. Tie has no control over the content or policies of Third-Party Services and is not responsible for the accuracy, reliability, or currency of any third party’s content or policies. If Client accesses any third-party website, it does so at its own risk and subject to that website’s terms.

To the fullest extent permitted by applicable law, Client releases Tie and its officers, employees, agents, successors, and assigns from every past, present, and future claim, demand, obligation, liability, and cause of action arising directly or indirectly out of the Platform, including any interaction with, or act or omission of, other Platform users or any Third-Party Services. WITH RESPECT TO THIRD-PARTY SERVICES SPECIFICALLY, AND TO THE EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT IT MAY BE WAIVING RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 REGARDING CLAIMS ARISING FROM THIRD-PARTY SERVICE INTEGRATIONS THAT ARE INHERENT TO THE PLATFORM’S FUNCTIONALITY.

11. Publicity

Tie may not reference or identify Client as a customer of Tie without Client’s express prior written approval. Where Client gives prior written consent for a specific use, Tie may use Client’s name and website in company promotions, its online portfolio, past client lists, social media, print materials, and advertising, and may publish a case study of Client’s performance using the Services. Each such use requires separate prior written consent.

12. Suspension and Termination

• Either party may terminate this Agreement for the other party’s material breach that remains uncured after ten (10) days’ written notice. Non-payment by Client is addressed exclusively under Sections 5.9 and 5.10 and is not subject to this Section 12(a).
• Tie may terminate or suspend Client’s access to the Services and Platform immediately, with reasonable notice except in emergency circumstances, if Client: (i) violates any law or regulation that restricts or purports to restrict Tie’s right to terminate this Agreement without compensation or that invalidates any provision of this Agreement; (ii) breaches its obligations under this Agreement; (iii) knowingly makes any false or untrue statement or representation to Tie; or (iv) ceases to conduct business in the normal course, becomes insolvent, becomes the subject of any bankruptcy, receivership, or other insolvency proceeding, makes an assignment for the general benefit of its creditors, or has any of its material assets expropriated.
• On termination or suspension, Client’s right to use the Services terminates immediately, but Client’s obligations under this Agreement, including payment obligations accrued or committed, survive. For thirty (30) days following the effective date of termination, Tie will make Client Content available for export and will provide export-only access to the Platform for that purpose. Thereafter Tie may delete Client Content, subject to Section 11 of the DPA. Except for liability arising from Tie’s material breach or gross negligence, Tie has no liability to Client for any termination of Client’s rights under this Agreement, including termination of Client’s account or deletion of Client Content.
• Access to the Services or Platform may be suspended, restricted, or terminated for maintenance, security, or operational reasons. Tie will use commercially reasonable efforts to give Client advance notice of planned maintenance and to schedule it outside Client’s peak sending hours where practicable. Tie is not liable for such interruptions.

13. Representations, Warranties, and Disclaimer

• Each party represents and warrants that (i) it has all necessary rights and authority to enter into this Agreement, perform its obligations, and grant the rights granted under it, and (ii) nothing in this Agreement or in its performance will place it in breach of any other material contract or obligation.
• Tie represents and warrants that (i) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (ii) the Services, as provided by Tie, will not infringe or misappropriate any third-party intellectual property right; and (iii) Tie will comply with all applicable laws and regulations in performing the Services.
• Client represents, warrants, and guarantees that any Client Content, including text, graphics, video, photographs, designs, trademarks, and artwork furnished to Tie, is owned by Client or that Client has permission from the rightful owner to use it. Client will hold harmless, protect, and defend Tie from any claim arising from the use of such elements. Client is solely responsible for the acts and omissions of its personnel and for the accuracy and completeness of any advertising claims and associated disclaimers in the Client Content.
• DISCLAIMER. CLIENT’S USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TIE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING 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 PLATFORM AND SERVICES WILL MEET CLIENT’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE SYSTEM, OR THAT OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, FREE OF HARMFUL CODE, SECURE, OR ERROR-FREE, EXCEPT WHERE CAUSED BY TIE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS,” AND ANY REPRESENTATION OR WARRANTY CONCERNING THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR. TIE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT TIE PRIORITY EXCEPT AS SET FORTH IN THIS AGREEMENT AND MAKES NO GUARANTEE AS TO THE RESULTS OF TIE PRIORITY. THERE CAN BE NO ASSURANCE THAT CLIENT’S REVENUES WILL INCREASE AS A RESULT OF TIE’S EFFORTS OR THAT CLIENT WILL REACH ANY PERFORMANCE BASELINE.

14. Limitation of Liability

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TIE OR ANY OF ITS OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, EMPLOYEES, CONSULTANTS, COUNSEL, OR OTHER PERSONNEL AUTHORIZED TO ACT ON ITS BEHALF (COLLECTIVELY, THE “TIE PARTIES”) BE LIABLE TO CLIENT 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 INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM (I) CLIENT’S ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES OR PLATFORM, OR ANY ERRORS OR OMISSIONS IN THAT CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, THE PLATFORM, OR TIE’S SERVERS AND ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR PLATFORM; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, REGARDLESS OF THE SOURCE OF ORIGINATION; OR (B) ANY DIRECT DAMAGES IN EXCESS, IN THE AGGREGATE, OF THE GREATER OF (I) THE FEES PAID OR PAYABLE TO TIE FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIFTY THOUSAND DOLLARS ($50,000.00) USD.

14.2 THE LIMITATIONS IN THIS SECTION 14 APPLY MUTUALLY TO TIE AND TO CLIENT, SUCH THAT NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER WILL EXCEED THE FOREGOING AMOUNT. THE FOREGOING LIMITATIONS DO NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MATERIAL BREACH OF DATA SECURITY OBLIGATIONS; OR (C) CLIENT’S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT.

14.3 THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PLATFORM AND SERVICES DO NOT REPLACE CLIENT’S NEED TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TIE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CLIENT DATA OR CLIENT CONTENT.

14.4 THE LIABILITY LIMITATIONS SPECIFIC TO THE PROCESSING OF PERSONAL DATA ARE SET OUT IN THE DPA AND, TO THE EXTENT THEY CONFLICT WITH THIS SECTION 14, THE DPA CONTROLS AS TO CLAIMS ARISING FROM THE PROCESSING OF PERSONAL DATA.

15. Indemnification

15.1 Client will indemnify and hold harmless Tie and its shareholders, principals, officers, directors, employees, agents, representatives, and contractors (each an “Indemnified Party”) against all suits, actions, claims, demands, and costs to which an Indemnified Party may be subject arising from: (a) any breach by Client of its obligations under this Agreement, including infringement claims arising with respect to Client’s products; (b) Client’s use of and access to the Services and Platform; (c) any Client Content Client posts, uploads, uses, distributes, stores, or transmits through the Platform; (d) Client’s violation of this Agreement, the DPA, or the Privacy Policy; or (e) Client’s violation of any law, rule, or regulation, or the rights of any third party.

15.2 Tie will indemnify and hold harmless Client and its shareholders, principals, officers, directors, employees, agents, and contractors against all suits, actions, claims, demands, and costs arising from: (a) Tie’s material breach of this Agreement, including Tie’s representations and warranties in Section 13; (b) Tie’s gross negligence or willful misconduct; (c) third-party claims alleging that the Services, as provided by Tie, infringe any third-party intellectual property right; or (d) Tie’s violation of any applicable law or regulation.

15.3 Tie reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Tie under Section 15.1, and Client will cooperate in that defense. Client will not settle any such matter without Tie’s prior written consent. With respect to matters for which Tie indemnifies Client under Section 15.2, Tie will assume the defense at its own expense and will not settle any matter in a manner that imposes any obligation or admission on Client without Client’s prior written consent. Each party will use reasonable efforts to notify the other of any claim, action, or proceeding on becoming aware of it.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement, and any claim, controversy, dispute, or cause of action based upon, arising out of, or relating to it, whether in contract, tort, or otherwise, is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

16.2 Binding Arbitration

Each party irrevocably and unconditionally agrees that any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including its breach, termination, or validity, will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “AAA Rules”), available at https://www.adr.org. The arbitral tribunal has sole power to rule on any challenge to its own jurisdiction, and all issues regarding arbitrability will be decided solely by the tribunal. The arbitration will be held in Miami, Florida before a single arbitrator, who will be a retired federal judge mutually selected by the parties. If the parties have not agreed on an arbitrator within thirty (30) days of the demand for arbitration, the arbitrator will be appointed by AAA in accordance with the AAA Rules. The tribunal may grant any provisional or final remedy it deems appropriate, including conservatory measures and an award of attorneys’ fees. The language of the arbitration is English. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

16.3 Confidentiality of Arbitration

The parties will keep confidential the existence of the arbitration, the proceedings, the submissions made by the parties, and the decisions and awards of the tribunal, to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.

16.4 Venue Waiver

Client irrevocably waives, to the fullest extent permitted by applicable law, any objection to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court of competent jurisdiction in Miami-Dade County, Florida, and waives the defense of inconvenient forum.

16.5 Time Limitation on Claims

Any claim a party may have arising out of or related to this Agreement must be filed within two (2) years after the claim arose; otherwise the claim is permanently barred.

17. General

17.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services and the Platform and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements on that subject, whether written or oral. Client acknowledges that it has not relied on any warranty or representation other than those expressly set out in this Agreement. No purchase order, vendor portal terms, or other document issued by Client will modify this Agreement, and any such terms are void, even if Tie references or accepts the document for administrative or payment purposes.

17.2 Assignment

This Agreement binds and benefits the parties and their permitted successors and assigns. Client may not assign or transfer any of its rights or obligations without Tie’s prior written consent, and any attempted assignment without that consent is void. Tie may assign this Agreement without consent in connection with any merger, acquisition, or sale of all or substantially all of its assets, and may assign payment obligations and receivables as provided in Section 5.11. Client may assign this Agreement to a successor through a merger, acquisition, change of control, or sale of all or substantially all of its assets, provided the successor assumes all of Client’s obligations in a written instrument delivered to Tie. Nothing in this Agreement confers any right, remedy, or claim on any person other than the parties and their permitted successors and assigns.

17.3 Notices

Tie will send notices to the point of contact email address and, for billing matters, the accounts payable email address Client provided at Checkout, or to any updated address Client provides through the Tie platform or customer portal. Client is solely responsible for keeping those addresses current. Notices to Tie must be sent to legal@meettie.com. Notice is effective on the date sent, for email, and on receipt, for other means.

17.4 Electronic Communications and Records

Client consents to receive all communications, agreements, notices, disclosures, invoices, and records from Tie electronically, including by email and by posting to the Platform or customer portal, and agrees that this consent satisfies any legal requirement that such communications be in writing. Client may withdraw this consent only by terminating this Agreement in accordance with its terms.

17.5 Force Majeure

Neither party is liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause or condition beyond its reasonable control, including acts of God, acts of civil or military authority, acts of terrorism, civil disturbance, war, pandemic, strike or other labor dispute, fire, interruption in telecommunications, internet, or network provider services, and failure of equipment or software. This Section does not excuse Client’s payment obligations.

17.6 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, that provision will be eliminated or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

17.7 No Waiver

A party’s failure to exercise, or delay in exercising, any right, power, or privilege under this Agreement does not operate as a waiver, and no single or partial exercise of any right precludes any other or further exercise.

17.8 Relationship of the Parties; Subcontracting

Each party is an independent contractor. This Agreement does not create any employment, partnership, joint venture, franchise, master-servant, or agency relationship, and does not authorize either party to enter into any commitment binding on the other. Tie may subcontract aspects of the Platform and Services to qualified third parties, provided that subcontracting does not relieve Tie of any of its obligations. If subcontracting would result in additional costs to Client, Tie will obtain Client’s prior approval.

17.9 No Exclusivity

Tie may perform the same or similar services for third parties in its sole discretion. Nothing in this Agreement restricts Client from evaluating, purchasing, or using any other product or service, including any identity resolution, deliverability, or marketing product that competes with the Services, whether before, during, or after the Term.

17.10 International Users

The Platform is hosted in the United States. The Services are not offered for the processing of Personal Data of data subjects located in the European Union, the United Kingdom, or Switzerland; see Section 1.3. If Client accesses the Platform from any other region with data protection laws differing from those of the United States, Client acknowledges that its continued use of the Platform, which is governed by US law, involves transferring personal information to the United States, subject to applicable data protection laws and any required consent mechanisms.

17.11 Survival

Sections 1.6, 2 (Definitions), 5 (as to amounts accrued), 6.3, 7, 8, 9, 10, 11, 12(c), 13(d), 14, 15, 16, and 17 survive expiration or termination of this Agreement, together with any other provision that by its nature should survive.

APPENDIX A

PRODUCTS, RATES AND STANDARD DEFAULTS

Revenue Roll Inc. d/b/a Tie · Appendix Version 1.1 · Effective on date of checkout

HOW THIS APPENDIX WORKS

Tiers determine which Services Client may access. Tie Credits are the single unit of consumption across all of them. The tier purchased, the credits included, the fees, and the rates for Client’s Order are stated on the Order Form and control over this Appendix.

This Appendix states the standard rates and defaults that apply where the Order Form is silent, and the counting rules the Order Form does not state.

1. Tiers

Tie Priority is available on all tiers, subject to Klaviyo ESP and qualification. Where the Order Form states a tier, fee, credit allotment, or overage rate different from this table, the Order Form controls.

2. Products and Consumption

3. Counting Rules

4. Standard Commercial Defaults

Tie may revise this Appendix from time to time by publishing an updated version. A revised Appendix applies to Client only from the start of Client’s next Annual Renewal Term, in accordance with Section 1.7, and does not change the fees stated on Client’s Order Form during the then-current Term.

APPENDIX C

FORMS OF ADDENDUM

RESERVED FORMS — NOT TERMS OF YOUR ORDER

The Forms in this Appendix are reserved so that the references to them in Sections 4.4, 4.6 and 4.6A resolve to a named document. Accepting these Terms at Checkout does not commit Client to any upgrade, additional Subscription or amendment and creates no obligation under any Form. Each Form other than Form A-5 becomes operative only if separately completed and accepted through Checkout. Form A-5 becomes operative only when signed by both parties under Section 4.6A.

Form A-2 — Subscription Financing Addendum Tie Affiliates financing agreement. [Intentionally left blank]

Form A-3 — Subscription Upgrade Addendum Tier increases and add-on products. Referenced at Section 4.4. [Intentionally left blank]

Form A-4 — Additional Subscription Addendum A separate Subscription for an affiliated brand. Referenced at Section 4.6. [Intentionally left blank]

Form A-5 — Amendment Any amendment to this Agreement, including an extension of the Proof of Concept Period, a delay in the date on which the Subscription is implemented, and any corresponding extension of the Initial Term. Available from Tie on request. Referenced at Section 4.6A. [Intentionally left blank]