Terms of Use

Access

Subject to the terms and conditions of this Agreement, the Service is solely for User's use.

Tirith may change, suspend, or discontinue the Services at any time, including the availability of any feature, database, or content. Tirith may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.

User certifies to Tirith that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.

Restrictions

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Tirith shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

User shall not use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Service. Tirith reserves the right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Tirith server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

User shall not probe, scan, or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Tirith's systems or networks, or any systems or networks connected to the Service or to Tirith.

User shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.

Fees

Certain features and/or functions of the Service may be subject to fees. User will be responsible for, and will pay, all such fees as described on the Site.

Registration; Security

As a condition to using certain products and services of the Service, User may be required to register with Tirith and select a password and User name ("Tirith User ID"). User shall provide Tirith with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (i) select or use as a Tirith User ID a name of another person with the intent to impersonate that person; or (ii) use as a Tirith User ID a name subject to any rights of a person other than User without appropriate authorization. Tirith reserves the right to refuse registration of, or cancel, a Tirith User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's Tirith password and other account information.

Content

User agrees that all content and materials (collectively, "Content") delivered via the Service or otherwise made available by Tirith at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Tirith in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. However, User may print or download a reasonable number of copies of the materials or content at this Site for User's own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying, or distributing any content, materials, or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Tirith.

Indemnification

User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Tirith, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User's use or misuse of the Service; (ii) User's access to any part of the Service; (iii) any content, information, or materials used by User in connection with the Service; or (iv) User's violation of this Agreement.

Warranties

7.1 Tirith Warranties to Users. Tirith makes the following warranty to User: Tirith shall use commercially reasonable efforts consistent with prevailing industry standards to provide the services in a professional and workmanlike manner that is free of defects. User's sole remedy, and Tirith's exclusive liability, for defects in the Service shall be for Tirith to use commercially reasonable efforts to promptly correct such defects.

7.2 User Warranties to Tirith. User represents and warrants that: (i) with respect to all information it provides to Tirith, User has the full right and authority to make such provision and to allow Tirith to use such information to provide the Service (including, without limitation, for Tirith to provide such information to its data providers); (ii) none of the content (e.g., emails) transmitted, uploaded, or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party; and (iii) it will use the Service only in compliance with all applicable laws and regulations.

Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TIRITH MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER'S REQUIREMENTS.

Limitation of Liability

IN NO EVENT SHALL TIRITH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER HAS PAID FEES TO TIRITH, SUCH AMOUNT WILL BE EQUAL TO THE FEES PAID BY USER TO TIRITH DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES). IN ADDITION, TIRITH SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER'S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS, OR UTILITY FAILURES). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Arbitration Agreement; Jury Trial Waiver; Class Action Waiver; Jurisdiction and Venue

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT. THIS SECTION MAY SIGNIFICANTLY AFFECT USER'S LEGAL RIGHTS, INCLUDING USER'S RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR USER'S CLAIMS. THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, "CLASS ACTION") IN ARBITRATION OR LITIGATION.

THIS SECTION ALSO ADDRESSES THAT USER AND TIRITH ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Most User concerns can be resolved by contacting Tirith at . In the event Tirith is unable to resolve a complaint to User's satisfaction, this Section explains how any Dispute (as defined below) will be resolved.

Arbitration Agreement. USER AND TIRITH AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION) BASIS.

User and Tirith agree that this Agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.

For purposes of this Section, "Dispute" shall include, but is not limited to, any claims or controversies between User and Tirith that are related in any way to this Agreement, including, but not limited to, User's use of the Services, policies, privacy, and/or any communications between User and Tirith, even if the Dispute arises after the termination of User's relationship with Tirith. "Dispute," however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property or claims for personal bodily injury, which shall not be subject to arbitration or the notice and informal process described below. This Agreement and this Arbitration Agreement do not prevent User from bringing a Dispute to the attention of any federal, state, or local government agency.

Mandatory Pre-Arbitration Informal Dispute Resolution. User and Tirith agree to engage cooperatively to try to resolve any Dispute informally prior to initiating an arbitration proceeding. User or Tirith must first send a written notice to the other party providing a detailed description of the Dispute; the party's name and contact information (address, telephone number, email address, and account number if applicable); and a detailed description of (a) the nature and basis of the Dispute and any claims and (b) the nature and basis of the relief sought (including a detailed calculation of any damages). User's notice to us must be personally signed by User (and User's attorney if User is represented by legal counsel). Tirith's notice to User must be personally signed by a Tirith representative (and Tirith's attorney if Tirith is represented by legal counsel).

User's notice to Tirith must be sent to Tirith at . Tirith's notice to User must be sent to the most recent contact information that User has provided to Tirith.

For a period of 60 days from the date of receipt of a completed notice from the other party, User and Tirith will work together using reasonable efforts to try to resolve the Dispute. If requested by either party, the other party agrees to personally participate (along with its counsel, if represented) in an individualized telephone settlement conference to discuss a potential early resolution of the matter. If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), User or Tirith may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.

Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.

Arbitration Rules and Procedures; Individualized Relief; Fees. To begin an arbitration proceeding, the initiating party must send an arbitration demand to National Arbitration and Mediation ("NAM") with a copy to the other party (Tirith's copy to the email address above). The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration will be administered by NAM under its applicable rules, including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable ("NAM Rules"), as modified by this Arbitration Agreement. The NAM Rules and fee information are available at www.namadr.com. If NAM is unavailable or unwilling to administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so, or, failing agreement, jointly petition a court of competent jurisdiction to appoint one. Payment of all arbitration fees will be governed by the NAM Rules as modified by this Arbitration Agreement.

User may choose to have the arbitration conducted by phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing. If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to User or at another mutually agreed-upon location.

The arbitration will be conducted by a single arbitrator who will apply this Agreement as a court would and will adjudicate any Dispute according to applicable law and the facts based upon the record only. The arbitrator shall issue a reasoned written award.

UNLESS BOTH USER AND TIRITH AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS.

Opt-out. User has the right to opt out of arbitration by sending User's personally signed, written notice of User's decision to opt out to within 60 days of the first time User agreed to terms with Tirith that included an arbitration agreement. User must include: (a) User's name and address; (b) the email address and/or telephone number; and (c) a clear statement that User wants to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with this Agreement. By opting out of arbitration, all other provisions of this Agreement, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

Severability and Survival. Except as specifically provided in this Arbitration Agreement, if any part of this Arbitration Agreement is found by a court of competent jurisdiction to be invalid or unenforceable as to User's Dispute, then such specific part shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of this Agreement.

Waiver of Jury Trial; Waiver of Class Actions. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, USER AND TIRITH WAIVE THE RIGHT TO A JURY TRIAL. USER AND TIRITH ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

Termination

Tirith may terminate this Agreement at any time, upon notice to User (which may be via email). User may terminate this Agreement at any time by cancelling User's Tirith account online (User must follow the instructions located in User's Tirith account management page). Upon termination notice from Tirith, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, arbitration agreements, and limitations of liability.

Export and Trade Controls

User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign, and other applicable laws and regulations.

Privacy

Tirith's current privacy policy is available at tirith.us/privacy (the "Privacy Policy"), which is incorporated by this reference. Tirith strongly recommends that you review the Privacy Policy closely.

Copyright

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Tirith or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Tirith and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Tirith or its software suppliers and protected by United States and international copyright laws.

Miscellaneous

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Tirith shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Tirith's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by User except with Tirith's prior written consent. Tirith may transfer, assign, or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Tirith in any respect whatsoever.