LEGAL

BY SUBSCRIBING TO, OR ACCESSING OR USING, THE TIKR PLATFORM OR ANY OF THE OTHER TIKR SERVICES, YOU AGREE TO COMPLY WITH THESE TERMS OF USE.  IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, USER MAY NOT ACCESS THE TIKR PLATFORM OR OTHERWISE USE ANY TIKR SERVICES.

THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST TIKR TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TIKR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.  THESE TERMS OF USE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON TIKR’S LIABILITY AND YOU SHOULD READ THESE TERMS CAREFULLY.

Terms & Policies

1. User’s Acknowledgment and Acceptance of Terms

Effective date: June 1, 2021

1.1 Agreement

TIKR Inc., a Delaware corporation (referred to as “TIKR” or “us” or “we” or "Company" or similar terms) provides Users (as defined below) with access to an online platform known as the TIKR Platform (the “Platform”), which provides a variety of financial related data and information.  The Platform is accessible to users via the tikr.com website (and all other TIKR related websites) (collectively, the “Site”) and may be accessible via one or more TIKR mobile or web applications (as further defined below, the "App"). TIKR provides the Platform, the Site, App, all Content accessible thereon, and all of our other Services subject to User’s (as defined below) compliance with all the terms, conditions, policies and notices contained or referenced herein (these “Terms of Use”), as well as any other written or electronic agreement between TIKR and a particular User. In addition, when using the Platform, Site, App, Content and/or other Services, Users shall be subject to any posted guidelines, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines, rules or documentation are hereby incorporated by reference into these Terms of Use.  BY ACCESSING OR UTILIZING THE PLATFORM (WHETHER VIA THE SITE OR THE APP ), OR OTHERWISE ACCESSING CONTENT OR UTILIZING ANY OF THE SERVICES AND/OR REGISTERING WITH US (INCLUDING BY CLICKING “I AGREE” TO THESE TERMS IF PRESENTED TO YOU), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT AND CEASE ALL USE OF THE PLATFORM, THE SITE, THE APP AND ALL RELATED SERVICES NOW.

1.2 Effective Date; Right to Modify; Binding Effect of Continued Use

These Terms of Use are effective as of the date that you first visit the Site, download/install/access the App (if any) or otherwise first access the Services.  TIKR reserves the right to change these Terms of Use from time to time without notice to Users and any modifications or changes to these Terms of Use shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Site, the App and these Terms of Use periodically and to be aware of any modifications. User’s continued use of the Services after such modifications will constitute User’s acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

1.3 No Corporate Use

The Services are only intended for Users acting in their individual capacity.  We do not permit Users to enter into these Terms of Use on behalf of a company or other legal entity or business. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS NOR USE THE TIKR PLATFORM OR ANY OF OUR OTHER SERVICES. USERS THAT ACCESS OR USE THE SERVICES IN VIOLATION OF THIS SECTION 1.3 SHALL BE FULLY RESPONSIBLE AND LIABLE TO US FOR ALL DAMAGES AND CLAIMS ARISING THEREFORM.

1.4 USE AT YOUR OWN RISK

THE PLATFORM IS A SOFTWARE AND INFORMATIONAL BASED TOOL THAT PROVIDES FINANCIAL INFORMATION AND FACILIATES INVESTMENT-RELATED RESEARCH BY USERS.   TIKR AND ITS AFFILIATES ARE NOT THEMSELVES FINANCIAL, INVESTMENT OR BUSINESS ADVISORS AND DO NOT THEMSELVES PROVIDE INVESTMENT-RELATED SERVICES OR OTHER PROFESSIONAL BUSINESS SERVICES OR ADVICE.  THE SERVICES AND CONTENT, INFORMATION AND DATA IN THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY, AND ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, INVESTMENT, FINANCIAL, BUSINESS, TAX OR LEGAL ADVICE.  THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL SERVICES AND WE EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONTENT, INFORMATION OR DATA PROVIDED BY THE SERVICES MAY BE COMPLIANT WITH APPLICABLE INDUSTRY, REGULATORY OR LEGAL STANDARDS OR REQUIREMENTS CUSTOMARY IN THE FINANCIAL SERVICES OR INVESTMENT ADVISORY SERVICES INDUSTRIES.  CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE.  YOU ARE SOLELY AND FULLY RESPONSIBLE AND LIABLE FOR YOUR INVESTMENT DECISIONS AND TAX OR FINANCIAL CONSEQUENCES. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC INVESTMENT STRATEGIES OR INVESTMENT PRODUCTS OR SECURITIES THAT MAY BE MENTIONED ON, REFERENCED BY OR INCLUDED IN THE SERVICES. RELIANCE ON ANY CONTENT, INFORMATION OR DATA PROVIDED BY TIKR OR OTHERWISE APPEARING ON THE SERVICES IS SOLELY AT YOUR OWN RISK.  THE DATA AND INFORMATION ACCESSED BY USER VIA THE SERVICES SHOULD NOT BE CONSTRUED AS A RECOMMENDATION BY TIKR OR ANY OF ITS AFFILIATES TO BUY, SELL OR HOLD ANY INVESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS.  IN PARTICULAR, ANY STOCK VALUATION TOOLS MADE AVAILABLE VIA THE PLATFORM ARE PROVIDED AS A CONVENIENCE ONLY AND SHOULD NOT BE RELIED UPON FOR PURPOSES OF MAKING TRADING OR INVESTMENT DECISIONS.  YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF THE SERVICES, INCLUDING FOR DETERMINING THE MANNER IN WHICH YOU ACCESS AND USE THE SERVICES AND THE EXTENT TO WHICH YOU UTILIZE THE RESULTS OF THE SERVICES, INCLUDING THE EXTENT TO WHICH YOU MAKE INVESTMENT OR FINANCIAL DECISIONS BASED ON INFORMATION OBTAINED VIA THE SERVICES.  IN PARTICULAR, WE ASSUME NO RESPONSIBILITY FOR THE CORRECTNESS OR APPROPRIATENESS OF ANY INFORMATION OR DATA YOU ACCESS VIA THE SERVICES.  ALL SUCH INFORMATION AND DATA IS PROVIDED ON “AS IS” BASIS AND WE RECOMMEND THAT YOU SEPERATELY VERIFY AND CONFIRM ANY INFORMATION AND RESULTS YOU OBTAIN FROM THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGE OR INJURY RESULTING FROM TRADING LOSSES, LOSS OF PROFITS, LOSSES ARISING FROM ACCESS OR THE IMPOSSIBILITY OF ACCESS OR FROM THE USE OR IMPOSSIBILITY OF USE OF SERVICES OR FROM THE FACT THAT YOU HAVE RELIED ON INFORMATION GIVEN ON SERVICES.  YOU BEAR SOLE RESPONSIBILITY FOR YOUR FINANCIAL AND INVESTMENT DECISIONS

2. Definitions

The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.

“Affiliates” means TIKR’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, Data Providers (as defined below), and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site, the App, the Content and any of our other Services (including Apple, Google and our Data Providers).

“App” means any software applications or mobile web experiences from time to time made available by TIKR for purposes of accessing the Platform and that may be downloaded, installed or made otherwise accessible on a User’s computer or mobile device via the Site, web applications,  the Apple App Store, the Google Play Store, or other similar platforms.

“Data Providers” means those certain third parties that provide information, data, content or materials to TIKR that may be made available via the Services, including, without limitation, S&P Global Market Intelligence LLC, Refinitiv Holdings Limited, and the Chicago Board of Exchange.

“Content,” means any content, material, information, data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or otherwise accessed by Users on or through the Site, App or other Services but excludes User Material.

"Services" means (i) the Platform, (ii) the Site, (iii) the App, (iv) all Content, (v) any specific service or offering that may be provided by TIKR via the Platform, the Site or the App, which may include Premium Features (as defined below), (vi) any support services and related technologies, software and/or APIs that may be provided by TIKR in its sole discretion for facilitating, maintaining and monitoring your use of the foregoing, and (vii) any other services or offerings that TIKR may provide from time to time via the Platform.

“User” or “you” or “your” (and similar terms) means any person or entity that visits, views, uses or accesses any portion of the Site, the App or any of the other Services.

“User Material” means the content, material, information (including financial information), data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material that a User may import, upload or otherwise provide to the Service in connection with a User’s use of the Service.

3. Services

3.1 Access and Use

Subject to the terms and conditions of these Terms of Use, TIKR grants you a limited, non-exclusive, non-transferable right and license to access and use the Platform, the Site, the App and the other Services solely for your personal use (subject to any particular access plan you have selected and subject to any feature or other use restrictions based on the plan or Premium Features (if any) you are paying for).  Without limiting the foregoing, TIKR hereby further grants you a limited, non-exclusive, non-transferable right and license to download, install, access via the web and use (in each case, as applicable) the App on your computer and/or mobile device strictly in accordance with these Terms of Use.

3.2 Payments; Premium and Paid Features

The TIKR Platform is a fee-based subscription service.  Accordingly, in order to access and use the TIKR Platform, you will need to pay all applicable subscription and access fees. TIKR may also from time to time elect to charge additional fees in connection with all or a portion of the other Services, or to offer all or a portion of the other Services on a subscription basis, or may otherwise elect to restrict portions of the Site, the App or features and functionality within the Site or App, or certain other Services.  All such advanced, additional, paid and subscription-based Services are collectively referred to herein as “ Premium Features ” and payment to TIKR is required for Users to access and use such Premium Features.

We will notify you of any fees associated with the Services, including any Premium Features, as well as any additional terms and conditions that might apply to such paid or subscription Services, so that you may choose whether to purchase or subscribe therefor.  If you desire to purchase or subscribe for the TIKR Platform or any other paid Services, you agree to pay the rates or fees required by TIKR at such time.

We may from time to time offer certain Users the ability to access and use certain Services on a free or reduced-rate trial basis. Relevant Services, time periods and rates will vary depending on promotions occurring at the time. Please note that continued use of those Services after the trial period will generally require payment of applicable rates and fees.  In particular, you may be required to provide a valid credit card when registering to access and use any Services on a free or reduced-rate trial basis.  In such case, unless you cancel the Service during your trial period, your trial access will automatically convert to a paid subscription and we will charge your credit card for all rates and fees then applicable to the relevant Services following the trial period. YOU ACKNOWLEDGE AND AGREE WITH THE FOREGOING AND PERMIT US TO CHARGE YOUR CREDIT CARD IN CONNECTION WITH ALL TRIAL SERVICES THAT HAVE SO CONVERTED TO PAID SERVICES .

3.3 Payment and Authorization

If you elect to purchase or subscribe for the TIKR Platform or any other Services (including any Premium Features), a valid credit card will be required for paying accounts and Services will be billed in advance in accordance with the applicable pricing schedule. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on TIKR’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as mutually agreed, and grant us the right to charge your credit card (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis.  You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information.

3.4 Data and Information from Third Party Sites

Users may be required or allowed to link to a Google, Facebook, or Twitter account or other third party account or site in order to provide, submit or upload User Material or other information to the Services.  You expressly acknowledge and agree and grant us all necessary rights and licenses to access your User Material and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your User Material and other information to our Services, store such User Material and other information and process and use such User Material and information via the Services.  You are solely responsible for complying with all third party agreements, terms of service or other applicable legal terms and ensuring that you have the right to transmit User Material and other applicable information  to the Services and permit the Services to process the User Material and other information.

3.5 Limitations

TIKR makes the Platform and other Services available to Users via the Site and the App. TIKR reserves the sole right to either modify or discontinue all or a portion of the Services, including the Site, the App and any features therein, at any time with or without notice to User. TIKR shall not be liable to User or any third party should TIKR exercise such right. User understands and agrees that temporary interruptions of the Services may occur as normal events.

User further understands and agrees that TIKR has no control over third party networks or data streams that User may access in the course of the use of the Services.  Therefore, delays and disruption of network transmissions are completely beyond TIKR’s control, as are the accuracy and completeness of information and data received via such third party networks or data streams. In particular, User acknowledges that TIKR uses Data Providers and we are not responsible for possible errors, faults, interruptions or discontinued services caused by the Data Providers (with or without advance notice).  We do not verify any data or information received from the Data Providers and disclaim any obligation to do so.  Additionally, as a convenience to our Users, the Platform may perform currency conversions for reported company financials and stock pricing (among other things). WE CANNOT GUARANTEE THE ACCURACY OF THE EXCHANGE RATES DISPLAYED. YOU SHOULD CONFIRM CURRENT RATES BEFORE MAKING ANY TRANSACTIONS THAT COULD BE AFFECTED BY CHANGES IN THE EXCHANGE RATES.

User understands and agrees that the Platform, the Site, the App and each of the other Services are provided “AS IS” and that TIKR assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Content, User Material, communications or personalization settings. User understands that certain functionality and portions of the Platform, the Site, the App or other Services may only be available to certain parties and that not all functionality and portions of the Platform, the Site, App or other Services may be available to all Users.  Any new features that augment or enhance the current Services (including any Premium Features from time to time requested by a User) shall be subject to these Terms of Use.

3.6 Equipment and Requirements

User acknowledges that certain portions or features of the Services may not be fully accessible or functional without: (i) a working computer or mobile device; a working Internet connection; (iii) a user account and/or an access/activation code or payment for Premium Features or any other Services that require payment; and (iv) other system elements, specifications, technology and/or equipment that may be specified by TIKR from time to time. It is User’s responsibility to ensure that User has all required system elements.  User understands and agrees that temporary interruptions of the Services may occur as normal events. TIKR may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. TIKR does not guarantee or warrant that any Content or User Material that you save, store or access through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup the files that you store or access on the Platform, the Site and/or the App. While we take data security and privacy seriously, you understand and agreed that the technical processing and transmission of the Services, including Content and User Material, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3.7 Maintenance

Without limiting any of the other terms and conditions of this Agreement, User acknowledges that TIKR may perform maintenance on the Services from time to time (when and as needed as determined by TIKR in its sole discretion), which may result in service interruptions, delays, or errors. TIKR will not be liable for any such interruptions, delays, errors or bugs.

3.8 Reservation of Rights  

You acknowledge and agree that the Platform, Site, App and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, Site, App or Services under these Terms of Use, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. TIKR and its licensors and service providers (including the Data Providers) reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

4. Electronic Contracting and User Notices

User’s affirmative act of viewing or using any portion of the Platform, the Site, the App or any of the other Services (including, without limitation, submitting any forms or communications to TIKR via the Site or the App) constitutes User’s electronic signature to these Terms of Use and User’s consent to enter into agreements with TIKR electronically. User also agrees that TIKR may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”).  TIKR can send User electronic Notices (i) to the e-mail address that User provided to TIKR (if any), or (ii) by posting the Notice through the Platform, the Site and/or the App.  The delivery of any Notice from TIKR is effective when sent or posted by TIKR, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery.  User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Use” link on the Platform.  All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

All questions, complaints, claims or other notices to TIKR shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Platform.

support@tikr.com


Any notices or communication under these Terms of Use will be deemed delivered to TIKR on the delivery date.

5. User Requirements & Restrictions

5.1 Accuracy; Security

User agrees to: (i) provide true, accurate, current and complete information about User as prompted by TIKR’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, TIKR reserves the right to terminate User’s use of the Services and withdraw any offer or agreement.  You agree to keep your account information, including your login and password, secure and not to share it with any third party.  You are solely responsible for the maintaining the security of your account.

5.2 Restrictions

While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services; (iii) manipulate the Site, the App, the other Services, email responses or interfere with any other users use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Platform, the Site or the App or any of our other Services or business ideas, (vii) distribute viruses or any other technologies that may harm Company, or the interests or property of our other users; (viii) copy, modify, or distribute rights or content from the Platform, the Site or the App or commercialize any of our Services or any information or software provided with such Services; (ix) harvest or otherwise collect information about our users, including email addresses, without their consent; (x)  use the Services to gain unauthorized access to TIKR’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Platform, the Site, the App or other Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and TIKR has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability.

5.3 Age for Use of the Services

User must be 18 years of age or older to visit or use any of the Services in any manner. By visiting the Site, using the App, receiving any of the other Services or otherwise accepting these Terms of Use, User represents and warrants to TIKR that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Use. User also represents and warrants to TIKR that Users will use the Services in a manner consistent with any and all applicable laws and regulations.

5.4 Remote Monitoring

TIKR shall have the right and ability to monitor use of the Services remotely and/or electronically to confirm the number of users (if, to the extent applicable, pricing is based on number of users) using the Services and to otherwise verify User’s compliance with the terms of this Agreement.

5.5 Telemetry and Remote Collection

User acknowledges and agrees that the Site, the App and/or certain other Services, and/or certain Premium Features that may be available on the Site or the App or via Services, may transmit to TIKR (and TIKR may collect and use) certain data and information related to the Site, the App or the Services, including as related to its operation and use.

5.6 Remote Disablement

In the event that User does not pay any fees due for the Services (to the extent applicable), or for the Premium Features, when due or User is otherwise in material breach of the terms of this Agreement, User acknowledges and agrees that TIKR may remotely disable or terminate use of the Platform, the Site, the App or other Services and/or Premium Features.

5.7 Data Provider Restrictions

As already noted, certain Content made available on the Platform is provided by Data Providers.   In order to access and use that Content, certain  Data Providers require all Users to agree with and otherwise comply with the terms set forth in this Section 5.7. These terms are in addition to all other terms contained in these Terms of Use and may be expanded, updated or changed from time to time.

a. S&P Terms :  For all data, information, products, software or services or other Content accessed or used by User via the Services (the “S&P Content & Services”) that is provided by S&P Global Market Intelligence LLC or any of its affiliates (“S&P”), User hereby acknowledges and agrees as follows:

i.          User shall not distribute or disseminate onward any of such S&P Content & Services.
ii.          User shall comply with all usage rights and limitations from time to time communicated to User by TIKR with respect to such S&P Content & Services.
iii. Neither TIKR, S&P, their respective affiliates nor any of their suppliers shall have any liability for the accuracy or completeness of the information or software furnished through the Services (including the S&P Content & Services), or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages;
iv. The S&P Content & Services are not investment advice and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the S&P Content & Services is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions;
v. S&P and its affiliates and suppliers have exclusive proprietary rights in the S&P Content & Services and any information and software received as part of the S&P Content & Services;
vi. User shall not use or permit anyone to use the S&P Content & Services for any unlawful or unauthorized purpose;
vii. The S&P Content & Services are being provided for User’s internal use only and User is not authorized or permitted to distribute or otherwise furnish such information or software to any third-party without prior written approval of S&P;
viii. Access to the S&P Content & Services is subject to termination in the event that any agreement between TIKR and S&P terminates for any reason; and
ix. S&P may enforce its rights against User as the third-party beneficiary of this Agreement, even though S&P is not a party to this Agreement.

b. Refinitiv Terms :  For all data or services or other Content (collectively, “Information Products”) accessed or used by User via the Services that is provided by Refinitiv Holdings Limited or any of its affiliates (“Refinitiv”), User hereby acknowledges and agrees as follows:

i.                 Refinitiv or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the Information Product and User is not granted any proprietary interest therein or thereto.  The Information Product constitutes confidential and trade secrets of Refinitiv or its third party providers.  Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Information Product in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of Refinitiv.

ii.                User may use the Information Product for internal purposes only.  User may copy, paste and distribute internally only an insubstantial amount of the data contained in the Information Product  provided that: (a) the distribution is incidental to or supports User's business purpose; (b) the data is not distributed by user in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet; and (c) where practicable, clearly identifies Refinitiv or its third party providers as the source of the data.  Data will be considered in "insubstantial amount" if such amount (a) has no independent commercial value; or (b) could not be used by the recipient as a substitute for any product or service (including any download service) provided by Refinitiv or a substantial part of it.
iii.               To the extent that the Information Product contains any third party data referred to in the General Restrictions/Notices page set forth on http://www.thomsonreuters.com/datause, the terms set forth on such General Restrictions/Notices page shall apply to User.
iv.              User acknowledges that access to certain elements of the Information Product may cease or may be made subject to certain conditions by Refinitiv or upon the instructions of the third party provider of those elements.  Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and user shall cease to use the Information Product and delete or destroy all copies thereof in its possession or control except to the extent required by, and for use only to comply with, any applicable laws and regulations.
v.               NEITHER REFINITIV NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE INFORMATION PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME.  USE OF THE INFORMATION PRODUCT AND RELIANCE THEREON IS AT USER'S SOLE RISK.  NEITHER REFINITIV OR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO USER OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE INFORMATION PRODUCT, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE INFORMATION PRODUCT.  THE INFORMATION PRODUCT IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER.
vi.              IN NO EVENT WILL REFINITIV OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH INFORMATION PRODUCT EVEN IF REFINITIV OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.  FURTHER, REFINITIV OR ITS PARTY PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER FOR REDISTRIBUTOR'S PRODUCTS OR SERVICES.
vii.             Third Party Provider Restrictions. Refinitiv ’s third party providers may impose additional restrictions on usage of the Information Products or related services and may change them from time to time.  These restrictions may include prohibiting certain types of usage or requiring users to report its usage to, obtain agreement from, or pay additional fees either through Refinitiv or directly to, the relevant third party provider.  User can view restrictions that such third party providers have supplied to Refinitiv at https://www.refinitiv.com/en/policies/third-party-provider-terms and information regarding certain other restrictions may otherwise be made available directly via the Services.  We and/or Refinitiv will endeavor to provide 30 days' notice before a restriction change goes into effect, but may not be able to do so if we and/or Refinitiv does not receive sufficient prior notice from third parties or does not have your contact information.  These restrictions are binding on User in the same way as any other provision in this Agreement.

6. Data and Privacy

6.1 Privacy Policy

The information TIKR obtains through User’s use of the Site, the App and the other Services, including User information, is subject to TIKR’s Privacy Policy , which is specifically incorporated by reference into these Terms of Use.

6.2 User Material

You are responsible for all User Material submitted to the Platform, the Site, the App or any of the other Services and any activity that occurs under your account.  You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Material.  TIKR shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services.  TIKR does not pre-screen, verify, confirm or otherwise authorize User Material. However, TIKR and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Material that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Use.  We also may from time to time establish additional guidelines or policies applicable to any User Material submitted to the Platform or other Services, and any such guidelines or policies are hereby incorporated by reference into these Terms of Use.  You hereby agree to comply with all such additional guidelines and policies and you access and account may be terminated if you do not comply with such policies or guidelines.

6.3 License

User acknowledges and agrees and hereby grants TIKR any and all rights and licenses to: (i) access, use, process, display and manipulate any User Material and any User systems as necessary to provide, improve and monitor the Services; and (ii) use User information and User Material for its commercial and marketing purposes consistent with TIKR’s Privacy Policy, including, without limitation, to use User information and User Material for its research and analysis purposes.

6.4 Public Access

You understand and agree that certain information you may import to or process on the Platform, the Site, the App or other Services may become publicly available depending on your settings and whether Premium Feature or other paid Services are enabled.  You are solely responsible for monitoring what information you might make publicly available and we are not responsible or liable for any claims related to you making such information publicly available.

7. Termination

User agrees that TIKR may at any time, and at TIKR’s sole discretion, terminate User’s access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that TIKR will cooperate fully with investigations of violations of systems or network security at other sites.  Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Platform, the Site, the App or any of the other Services immediately ceases, and User acknowledges and agrees that TIKR may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Platform, the Site, the App and the other Services. TIKR shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by TIKR in connection therewith. Applicable provisions of this Agreement shall survive any termination.

8. Third Party Sites and Information

The Platform, the Site, the App or other portions of the Services may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials, content and/or services provided by other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under TIKR’s control, and User acknowledges that TIKR is not responsible for the accuracy, completeness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is TIKR responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Platform, the Site, the App, the Services, TIKR or TIKR’s Affiliates, or any warranty of any kind, either express or implied.  You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.

9. Intellectual Property Information

9.1 TIKR Ownership

By accepting these Terms of Use, User acknowledges and agrees that the Platform, the Site, the App and each of the other Services are protected by TIKR’s, its Affiliates’ and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of TIKR and/or its Affiliates and/or their respective licensors. Any unauthorized use of Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither TIKR nor TIKR’s Affiliates warrant or represent that User’s use of Content displayed on, or obtained through, the Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that are available on the Platform, the Site or the App may be protected by patent applications pending in, or filed with, the United States, and TIKR may prepare and file additional patent applications in selected foreign jurisdictions.

9.2 Feedback

By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to TIKR to use to improve TIKR products or services. You acknowledge that submission of feedback and suggestions is voluntarily and TIKR may consider or is developing technology that is the same or similar to your feedback or suggestions.

10. User Submitted Information

10.1 User Material

Company agrees that the User Material is owned by User and is protected by U.S. and international intellectual property laws, and that User shall solely own and retain all right, title and interest to, including all intellectual property rights in, the User Material.  User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User Material, and Company assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any User Material. Company shall not be required to maintain a backup or copy of any User Material and Company shall have no liability for any loss of User Material, whether caused by Company, User, any third party service provider or any third party.  User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services.  User is solely responsible for ensuring that it has all rights necessary to provide the User Material to TIKR and the Services.  User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that User Material may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and User shall have no liability relating to any such breach or access.

10.2 Suspected Copyright Violations

TIKR respects the intellectual property of others, and TIKR asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to TIKR, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit TIKR to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit TIKR to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

11. Disclaimer of Warranties

THE PLATFORM, THE SITE, THE APP, THE SERVICES, AND ALL CONTENT ON, AND SERVICES PROVIDED THROUGH, THE PLATFORM, THE SITE, THE APP AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TIKR MAKES NO WARRANTY THAT (A) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE APP, THE SERVICES OR RESULTS OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE PLATFORM, THE SITE, THE APP OR THE SERVICES FROM TIKR OR TIKR’S AFFILIATES WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.  THE PLATFORM, THE SITE, THE APP, THE CONTENT AND/OR RESULTS OF THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE AND/OR THE APP ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

12. Limitation of Liability

IN NO EVENT SHALL TIKR BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, TRADING LOSSES OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT TIKR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES, OR ANY CONTENT, OR WEB SITE REFERENCED OR LINKED TO FROM THE PLATFORM, THE SITE OR THE APP. FURTHER, TIKR SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE PLATFORM, THE SITE OR THE APP OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE PLATFORM, THE SITE OR THE APP, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.  TIKR AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE PLATFORM, THE SITE, THE APP OR ANY OF THE OTHER SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS.  WITHOUT LIMITING THE ABOVE, TIKR SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND TIKR SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES.

13. Indemnification

Upon a request by TIKR, User agrees to defend, indemnify, and hold TIKR and TIKR’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Platform, the Site, the App and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform, the Site, the App or any agreements entered into between TIKR and User; (iii) any breach of any provision of these Terms of Use; (iv) any violation of applicable law by User; (vi) any violation of any intellectual property rights by User, whether TIKR's rights or those of a third party; (vii) any User Material that User imports, uploads or otherwise provides to the Service; and (viii) any claims from any third parties that may be impacted by or arise from your use of the Services. TIKR reserves the right, at TIKR’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with TIKR in asserting any available defenses.

14. International Use

Although the Platform, the Site and/or the App and/or other Services may be accessible worldwide, TIKR makes no representation that (i) use of, or Content on, the Platform, the Site, the App or any other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Platform, the Site, the App, or any other Services, or Content on the Platform, the Site or the App or made available via the Services, are compliant with foreign law. Users who choose to access the Platform, the Site, the App or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws and requirements. Any offer for any product, service, and/or information made in connection with the Platform, the Site, the App or with any of the other Services is void where prohibited.

15. Law; Venue

User agrees that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use and any claim or dispute that has arisen or may arise between User and TIKR, except as otherwise stated in these Terms of Use.  All claims under these Terms of Use or related to User’s relationship with the Platform, the Site, the App or the other Services shall be brought in New York, New York.

16. Arbitration

16.1 Agreement to Arbitrate

This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and TIKR, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services , shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and TIKR are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

User and TIKR agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and TIKR agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

16.3 Pre-Arbitration Dispute Resolution

TIKR is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing TIKR’s support team at support@tikr.com . If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to TIKR should be sent to TIKR at 1120 Texas Street #3D, Houston, TX 77002 Attn: TIKR Inc. (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If TIKR and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or TIKR may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by TIKR or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or TIKR is entitled.

16.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless TIKR and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, TIKR agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

16.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

17. Entire Agreement

These terms and conditions together with the Privacy Policy constitute the entire agreement and understanding between TIKR and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and TIKR. To the extent that anything in or associated with the Platform, the Site or the App is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.  Notwithstanding the foregoing, any submission or screen on the Platform, the Site or the App related to pricing or otherwise agreed to by User related to usage limitations or pricing for the Services shall supplement these Terms of Use and apply to the User.

18. Accessing or Downloading the App from iTunes or the Apple App Store

Over time, the App may be made available for download from Apple.  These terms will apply in such case and are in addition to all other terms contained in these Terms of Use or as applicable to you from Apple:

18.1 Acknowledgment

You acknowledge and agree that: (i) these Terms of Use represent an agreement between, and is concluded between, you and TIKR only, and not Apple; and (ii) TIKR, not Apple, is solely responsible for the App and the content thereof.  Your use of the App must comply with the App Store Terms of Service and, to the extent there is a conflict between usage rules contained in these Terms of Use and those contained in the App Store Terms of Service, the usage rules from the App Store Terms of Service shall apply.

18.2 Scope of License

Without limiting any other terms and conditions of these Terms of Use, the license granted to you hereunder for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store Terms of Service, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

18.3 Maintenance and Support

TIKR and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

18.4 Warranty

In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App paid via iTune or the App Store, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and, as between TIKR and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TIKR.

18.5 Product Claims

You and TIKR acknowledge that as between TIKR and Apple, TIKR (and not Apple) is responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, in each case to the extent required by these Terms of Use.

18.6 Intellectual Property Rights

You and TIKR acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, as between TIKR and Apple, TIKR, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.

18.7 Legal Compliance

You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

18.8 Third Party Terms of Agreement

Without limiting any other terms of these Terms of Use, you must comply with all applicable third-party terms of agreement when using the App.

18.9 Third Party Beneficiary

You and TIKR acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof.

19. General

19.1 Assignment

User may not assign User’s rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. TIKR may freely assign TIKR’s rights and obligations under these Terms of Use and transfer, assign or novate these Terms of Use.

19.2 Force Majeure

In addition to any excuse provided by applicable law or under this Agreement, TIKR shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform, the Site or the App arising from any event beyond TIKR’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond TIKR’s reasonable control, whether or not similar to those which are enumerated above.

19.3 Enforceability; Severability

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

19.4 No Waiver

Any failure by TIKR to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision or a waiver of TIKR’s right to enforce or exercise any such provision of these Terms of Use in the future.

19.5 Intended Beneficiaries

These Terms of Use are strictly between TIKR and User.  There are no intended third party beneficiaries of these Terms of Use.

19.6 Government Sales

If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site and Services and related documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.

19.7 Use of Words

The term “including” as used in these Terms of Use shall mean “including, without limitation,” unless the context otherwise requires.

BY USING THE PLATFORM, THE SITE, THE APP AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF USE.  IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE AND/OR THE APP NOW AND CEASE ALL FURTHER USE THEREOF AND OF ANY RELATED SERVICES.