Terms of Service

BY SIGNING UP TO USE TIERION THROUGH TIERION.COM, THE TIERION API, AND/OR ANY ASSOCIATED TIERION-HOSTED WEBSITES OR MOBILE APPLICATIONS, YOU AND THE COMPANY OR ENTITY THAT YOU REPRESENT ARE AGREEING TO THE TERMS BELOW (“AGREEMENT”).

TIERION, INC. (“TIERION”) RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING A NOTICE TO ITS WEBSITE AT TIERION.COM/TOS, OR BY SENDING YOU A NOTICE VIA EMAIL. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS, AND YOUR USE OF TIERION’S APPLICATION PROGRAMMING INTERFACE (THE “API”) (INCLUDING ANY RELATED DOCUMENTATION) AND ANY OTHER SERVICES OFFERED BY TIERION (COLLECTIVELY, “TIERION’S SERVICES”) FOLLOWING SUCH NOTIFICATION CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS MODIFIED.

  1. ELIGIBILITY.You represent and warrant that you are at least 13 years of age and have not been previously suspended from Tierion’s Services. If you are under age 13, you may not use Tierion’s Services. Tierion may, in its sole discretion, refuse to offer Tierion’s Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to you, and you further represent and warrant that you have the full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. The right to access Tierion’s Services is revoked where this Agreement or the use of Tierion’s Services is prohibited or to the extent the offering, sale or provision of Tierion’s Services conflicts with any applicable law, rule or regulation.

  2. REGISTRATION. To use Tierion’s Services, you must register for an account with Tierion (an “Account”). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information without permission. You must notify Tierion immediately of any change in your eligibility to use Tierion’s Services (including any changes to or revocation of any licenses from state authorities), or of any discovered or otherwise suspected breach of security or unauthorized use of your Account.

  3. LICENSE. Subject to your compliance with the terms and conditions of this Agreement, Tierion hereby grants you a non-exclusive, non-sublicensable and non-transferable license to use Tierion’s Services solely in accordance with any applicable documentation made available to you and solely for the purpose of developing and implementing applications that communicate with and make use of the Tierion Services (each, an “Application”). Each end user of an Application shall be subject to (and you shall use commercially reasonable efforts to enforce) such Application's standard terms of service, which shall be consistent with, and at least as protective of Tierion, as this Agreement. Tierion reserves the right to impose limits on certain features and services of Tierion’s Services, and limit your access to and use of the API for any reason, without notice or liability. Tierion may also modify or discontinue offering the API at any time.

  4. RESTRICTIONS.

    1. You may not use Tierion’s Services to create any product or service that is competitive (in any way) with Tierion’s Services.

    2. You may not use Tierion’s Services in any manner, or to build any Application, that violates any law, rule or regulation, including without limitation for any purpose related to illegal gambling, fraud, money-laundering, or terrorist activities.

    3. You may not decompile, reverse engineer, disassemble, modify or create derivative works of Tierion’s Services.

    4. You may not rent or lease Tierion’s Services, or otherwise use Tierion’s Services for timesharing or service bureau purposes, or for the benefit of third parties.

    5. You may not perform or publish comparisons or other “benchmarking” activities with respect to Tierion’s Services, either alone or in connection with any software.

  5. THIRD PARTY SERVICES. Tierion’s Services may permit you to view content or link to or otherwise utilize other websites, services, software, tools or resources on the Internet (“Third Party Services”). You are solely responsible for complying with all terms and restrictions applicable to Third Party Services. You acknowledge that Tierion is not responsible or liable for any Third Party Services, or any damage or loss you may incur in connection with your use of or reliance on Third Party Services.

  6. OWNERSHIP FEEDBACK.

    1. As between the parties, all title, ownership rights, and intellectual property rights in and to Tierion’s Services, and any copies or portions thereof, shall remain in Tierionand its suppliers or licensors. Tierion’s Services are protected by the copyright laws of the United States and international copyright treaties. Tierion reserves all rights in Tierion’s Services not expressly granted herein.

    2. You may provide input regarding Tierion’s Services,including without limitation comments or suggestions regarding the possible improvement or enhancement of Tierion’s Services(collectively, the “Feedback”). You hereby grant to Tierion a transferable, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to Tierion’s licensees and customers, to use, publish, disclose, display, perform, copy, make, have made, use, sell, and otherwise fully exploit the Feedback. Tierion shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind.

  7. SUPPORT SERVICE LEVELS. Tierion shall have no obligation under this Agreement to provide any upgrades, patches, enhancements, fixes or any other support to you for Tierion’s Services. You may contact Tierion support through our website, but Tierion does not make any promise or guarantee it will be able to fix any problem you may be having. If Tierion provides you with any upgrades, patches, enhancements, or fixes for Tierion’s Services, then the items that are provided will become part of Tierion’s Services and subject to this Agreement. Any suggestions by Tierion regarding Tierion’s Services shall not be construed as a warranty.

  8. WARRANTY AND DISCLAIMER.

    1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPlICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY TIERION, TIERION PROVIDES Tierion’s SERVICES “AS IS” AND “AS AVAILABLE” and without warranty of any kind, AND Tierion hereby disclaims all WARRANTIES OF ANY KIND, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, TITLE, PERFORMANCE, ACCURACY, RELIABILITY, and non-infringement.

    2. Tierion, AND its DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) Tierion ’S SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) Tierion ’S SERVICES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING Tierion ’S SERVICES WILL MEET YOUR REQUIREMENTS or expectations. any content or information you store or transfer through Tierion ’S SERVICES may become permanently lost or corrupted or temporarily unavailable for a variety of reasons, including without limitation internet outages, protocol changes by third parties, force majeure events, software failures, scheduled or unscheduled maintenance, or other causes within or beyond our control. YOUR USE OF Tierion ’S SERVICES IS SOLELY AT YOUR OWN RISK.

  9. INDEMNITY.You agree that Tierion shall have no liability whatsoever for any use you make of Tierion ’s Services. You hereby agree to indemnify and hold harmless Tierion from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising from or related to your use of Tierion’s Services or any Application.

  10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL TIERION, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER UNDER TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) FOR: (A) INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), EVEN IF FORESEEABLE, INCLUDING, WITHOUT LIMITATION, COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (B) DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (i) US $100.00 OR (ii) THE AMOUNTS PAID BY YOU TO TIERION WITH RESPECT TO TIERION'S SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; OR (C) MATTERS BEYOND THEIR REASONABLE CONTROL.

  11. CONFIDENTIALITY.You will not disclose (or allow access to) to any third party any information which Tierion protects against unrestricted disclosure to others, including without limitation the following information related to Tierion’s Services: (a) computer software (object and source code), programming techniques and programming concepts, methods of processing, system designs embodied in the API; (b) benchmark results, program listings, data structures, logic diagrams, functional specifications, file formats; (c) system infrastructure, security/architecture design and/or operations processes; and (d) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Tierion’s Services (collectively, “Confidential Information”). You will limit access to Tierion’s Services (and any derived information) to your employees and consultants who are developing Applications on your behalf.

  12. TERMINATION.You may terminate this Agreement and the license granted herein at any time by deleting your Account. Tierion may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement, for any other reason, or for no reason. Upon receiving notice of termination from Tierion, you agree to destroy or remove from such storage media all copies of any documentation you received in connection with Tierion’s Services. Sections 1, 2, 6, 8, 9 ,10, 11, 12, 13, 14, and 15 shall survive termination of this Agreement.

  13. COMPLIANCEWITH EXPORT LAWS. You shall comply with all applicable laws and regulations with respect to the subject matter hereunder, including without limitation the export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you will not to export, or allow the export or re-export of Tierion’s Services in violation of any such restrictions, laws or regulations. By using Tierion’s Services, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

  14. ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

    1. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND TIERION (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH TIERION , INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT AND YOUR USE OF Tierion ’S SERVICES, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION AND YOU AND TIERION HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND TIERION WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor Tierion will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST TIERION INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Tierion is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Tierion or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service.

    2. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Tierion.

  15. MISCELLANEOUS. You shall not assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them, and, except as otherwise expressly set forth herein, may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under Connecticut law. Any disputes arising from this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the State and Federal Courts located in Hartford, Connecticut (and you hereby consent and submit to such jurisdiction and venue). The prevailing party in any action or proceeding to enforce this Agreement will be entitled to costs and attorneys’ fees.

    Last Updated: August 24, 2015