SUBSCRIPTION LICENSE AGREEMENT - TIGGZI

TERMS OF SERVICE

BY COMPLETING ONLINE REGISTRATION FOR THE TIGGZI SERVICE (“SERVICE”), PAYING ANY SUBSCRIPTION FEE, USING THE SERVICE, AND/OR INSTALLING ANY RELATED SOFTWARE, YOU IRREVOCABLY AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS SUBSCRIPTION LICENSE AGREEMENT, WHICH CONSTITUTES THE TERMS OF SERVICE (“TERMS OF SERVICE”) BETWEEN YOU AND EXADEL, INC., A CALIFORNIA CORPORATION (“EXADEL”) AND GOVERNS YOUR USE OF THE SERVICE, AS SUCH SERVICE MAY BE MODIFIED BY EXADEL FROM TIME TO TIME.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS OF SERVICE, DO NOT REGISTER FOR OR USE THE SERVICE. IN PROVIDING THE SERVICE, EXADEL IS RELYING ON YOUR AGREEMENT TO THESE TERMS OF SERVICE.

Terms of Service

Exadel reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.

Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at:

http://www.tiggzi.com/info/termsOfUse.seam

Violation of any these Terms of Service is grounds for immediate termination of your Account. You understand and agree that Exadel is not responsible for any content posted on the Service (“Content”) and that in using the Service you may be exposed to materials that are prohibited by these Terms of Service. You agree that any and all use of the Service is at your own risk.

Account Terms

• You must be 13 years or older to use this Service.


• You must be a human. Accounts registered by bots or other automated methods are not permitted.


• You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. You represent and warrant that any and all information you provide to Exadel is accurate and complete in all respects.


• You are responsible for maintaining the security of your account and password. Exadel cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.


• You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others, including without limitation those who have accounts under your account).


• You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any applicable laws (including but not limited to copyright laws). You may not sublicense or otherwise transfer your Account or use of the Service. You are solely responsible for all use of the Service through your Account.

Payment, Refunds, Upgrading and Downgrading Terms

• A valid credit card is required.


• The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.


• All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Exadel’s income taxes.


• For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.


• Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Exadel is not and shall not be liable for any such loss.

Cancellation and Termination

• You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered as cancellation. You can cancel your account at any time by clicking on the Account link in the global navigation bar at the top of the screen and following the simple cancellation link.


• All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled. Exadel is not and shall not be liable for the loss of any Content.


• If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. There will be no proration of un-used subscription or refund of un-used fees.


• Exadel, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Exadel service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Exadel reserves the right to refuse service to anyone for any reason at any time. Exadel is not and shall not be liable for any related losses.

Modifications to the Service and Prices

• Exadel reserves the right at any time and from time to time to modify, supplement, expand, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.


• Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from Exadel.


• Exadel shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Copyright, Trademark, and Content Ownership

• All content posted on the Service must comply with U.S. copyright law.


• Exadel claims no intellectual property rights over the material you provide to the Service. As between you and Exadel, your profile and materials uploaded remain yours. However, by sharing your pages, you agree to allow others to view and share your Content. Exadel is not responsible for the use of your Content by others.


• Exadel does not pre-screen Content and is not responsible for Content, whether provided by you or any other user of the Service. However, Exadel and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.


• The look and feel of the Service is copyright©2011 Exadel. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Exadel, which permission may be withheld, conditioned, or delayed in Exadel’s sole discretion.


• As between you and Exadel, Exadel is the sole and exclusive owner of the Tiggzi name and logo. Your use of the Service confers no ownership or other rights to the Tiggzi name or logo, or any other name or logo used by Exadel, or the goodwill associated therewith, all of which shall inure to the benefit of Exadel. Exadel makes no representation or warranty regarding non-infringement.

General Conditions

• Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis. Without limiting the foregoing, Exadel is not responsible for any losses or corruption of Content.


• Technical support is only provided to paying account holders and is available via email.


• You understand that Exadel uses third party vendors and hosting partners to provide the necessary hardware, software networking, storage, and related technology required to run the Service.


• You agree that you will not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Exadel, or any other Exadel service.


• You agree not to reproduce, duplicate, copy, sell, reverse engineer, decompile, resell or exploit the name of the Service, any portion of the Service, use of the Service, or access to the Service without the express written permission by Exadel, which permission may be withheld, conditioned, or delayed in Exadel’s sole discretion.


• We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.


• Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Exadel customer, employee, member, or officer will result in immediate account termination.


• You understand that the technical processing and transmission of the Service, including your Content, 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.


• Exadel has established relationships with certain third parties who provide services or products (such as web APIs and services, developer tools and operating systems) you may find useful in using the Service, and Exadel may establish additional, similar relationships in the future. Such third party products and services may be made available through Exadel's website, through links provided by Exadel, or directly from the third party provider. In order to use such third party products or services or increase the functionality of the Service, you may be asked to provide certain personal information, including without limitation passwords, certificates, authorizations, and other information. You acknowledge and agree that any and all personal information provided to Exadel may be: (i) used by Exadel in connection with the Service and such third party relationships; (ii) shared with such third parties in connection with the Service and the products and services provided by such third parties; (iii) transferred across national boundaries and stored and processed in any of the countries in which Exadel maintains an office; and (iv) supplemented by Exadel with additional information you provide to Exadel in connection with the Service. Exadel shall not be responsible for any decreased functionality of the Service or products provided by Exadel resulting from your failure to provide requested information, or from the inaccuracy or incompleteness of any such information. Exadel shall not be responsible for any information provided directly by you to any third party, whether in connection with the Service or otherwise.


• You must not upload, post, host, or transmit unsolicited email, SMSs, or spam messages.


• You must not transmit any worms or viruses or any code of a destructive nature.


• BY USING THE SERVICE, YOU VOLUNTARILY AND IRREVOCABLY ASSUME ALL RELATED RISKS. EXADEL MAKES NO REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE SERVICE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ALL SUCH REPRESENTATIONS, WARRANTIES, AND COVENANTS ARE HEREBY FULLY DISCLAIMED. Without limiting the foregoing, Exadel does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, (v) any errors in the Service will be corrected; (vi) Content will be free from defects; (vii) Content will be free from claims as to infringement of third party rights; (viii) Content will be secure or not subject to partial or total loss.


• EXADEL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EXADEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) CONTENT ON THE SERVICE; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) OR ANY OTHER MATTER RELATING TO THE SERVICE.


• IN NO EVENT WILL EXADEL’S LIABIILTY TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ACTUAL DAMAGES EXCEED THE AGGREGATE AMOUNT OF SUBCRIPTION FEES PAID BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.


• YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD EXADEL AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, LOSSES, AND CHARGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS) ARISING FROM YOUR REGISTRATION TO USE THE SERVICE, ACTUAL USE OF THE SERVICE, OR BREACH OF THESE TERMS OF SERVICE.


• The failure of Exadel to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service constitutes the entire agreement between you and Exadel and govern your use of the Service, superceding any prior agreements between you and Exadel (including, but not limited to, any prior versions of the Terms of Service). No additional documents provided by you will alter these Terms of Service or otherwise be binding on Exadel unless such alteration or binding effect is specifically acknowledged by Exadel in writing.


• These Terms of Service and your use of the Service shall be governed by and interpreted in accordance with the internal laws of the State of California as if you were a resident of California and without application of any rules favoring the non-drafting party. Jurisdiction and venue for any and all actions arising from these Terms of Service or the Service itself shall be in the California Superior Court sitting in Contra Costa County, California. If any such action is removed to federal court for any reason, jurisdiction and venue shall be in the United States District Court for the Ninth Circuit (Northern District of California). You hereby submit to the jurisdiction of the foregoing courts over your person and property, waive all objections to venue therein, and agree that service of process by mail will be effective when mailed to an address provided by you in your registration/subscription material.


• Exadel may assign or otherwise transfer without further liability these Terms of Service and/or the Service in whole or in part at any time without notice. You may not assign or otherwise transfer your Account or any rights related to the Service without Exadel’s prior written consent. You retain all liability hereunder regardless of any assignment or other transfer, and regardless of Exadel’s consent. A sale, merger, or other reorganization of you which results in any change of control shall constitute an assignment requiring Exadel’s consent hereunder.
• Questions about the Terms of Service should be sent to support at [email protected]

© Copyright Exadel 2011

Privacy Statement

Exadel respects your right to privacy and your right to limit information exchanges to only those you initiate. We do acquire certain personal information from private individuals in the course of business, but we do not share this personal information with third parties. We do use this information to better serve you and facilitate your use of our web site.

Exadel may acquire a private individual's personal information from registration forms, product order information, or e-mail messages sent to us. Only those Exadel employees who require this information will have access to it. The Exadel web server also records visitor IP addresses and domain names for reporting and site usage analysis. This information is reported internally and then purged when necessary. Exadel will not intentionally disclose a private individual's personal information to any third parties for marketing or promotional purposes or for any other purpose unless a court orders us to do so. If, despite our security precautions, personal information about a private individual is inadvertently disclosed, we will do everything reasonable to limit and remedy the disclosure. However, Exadel accepts no liability for any unintentional disclosure.

If you supply Exadel with your e-mail address, postal address, and/or phone number through our site, you may receive promotional or informational communications from Exadel. If you prefer not to receive these communications, or if you have any questions about how we use the information you provide, please send an e-mail message to us at [email protected].