The TIE LLC

Terms of Service for Use of API

Acceptance of Terms

This Terms of Service and Use of API Agreement (“the Terms”) governs use of the application programming interface (the "API"), and associated content, software and applications (collectively, the "Service" administered and maintained by The TIE DATA SERVICES, LLC, a New York Limited Liability Company and subsidiary of The TIE, LLC, a Delaware limited liability company ("The TIE” also referred to herein as "we", "us" and "our”). The Terms govern your access to and use of the Service and also expressly include our Terms of Use, which is located at https://thetie.io/terms our Privacy Policy located at https://thetie.io/terms#privacy-policy and our Legal Disclaimer located at https://thetie.io/terms#legal-disclaimer.

The term "you" refers to the user of this Service and includes the individual user and/or your personal company and/or other personal legal entity, such as a Trust. If you use this Service on behalf of a legal entity, you are attesting you personally possess the legal authority to represent and bind such entity to the Terms. "Your Personal Use" means and includes use for your own personal use or use by your entity for your or personal purposes and does not grant you any right to redistribute the Services or trade for others using our Services. If you would like to obtain a multi-user license, redistribute the data on your platform, or to use our Service for anything other than Your Personal Use please contact jfrank@thetie.io.

Please make sure that you read and fully understand the Terms. They contain important information regarding your legal rights, including limitations on The TIE's and certain third parties' liability, disclaimers of warranties and a submission to jurisdiction. Once you start accessing the Service you are fully accepting and agreeing to be legally bound to all of the terms and conditions of this Terms of Service of API Agreement as well as our general Terms of Use, Privacy Policy and Legal Disclaimer.

BY CLICKING "I ACCEPT" BUTTON ON USER SIGN UP, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY THESE TERMS OF USE IN THEIR ENTIRETY.

Eligibility and Registration

In order to use our Service for your Personal Use, you will need to register for a Personal Use account (a "The TIE Data Services Customer Account"). During the registration process, we will ask you for information including your name and a method of payment. We may, in our sole discretion, refuse to open a TIE Data Services Customer Account for you, or limit the number of TIE Data Services Customer Accounts that you may hold.

License

You may only use the Service as expressly permitted by these Terms; all rights not expressly granted to you are reserved by The TIE, its third-party providers and other respective owners if any, as they may exists from time to time.

The TIE provides content through the Service that proprietary work of The TIE or The TIE’s third-party licensors, including without limitation Social Market Analytics, Inc (“SMA”) and suppliers (collectively, the "Content" and SMA and other suppliers, and other TIE affiliates the “Affiliates”). Content includes all content accessed by you at any time, whether before or after the date you accepted these Terms. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by The TIE and such Affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of The TIE and such others. Accordingly, you shall protect the proprietary rights of The TIE and all others having rights in the Service during and after the term of this agreement and comply with all reasonable written or oral requests made by The TIE to protect its and others’ contractual, statutory, and common law rights in the Service.

Subject to these Terms, and your compliance with these Terms, The TIE hereby grants you a limited, personal, non-exclusive, non-sub-licensable and non-transferable license to use, adapt, perform and store the Content solely for Your Personal Use.

Requirements and Conditions for Your Personal Use

- Except for the foregoing license, you have no other rights to the Service or any Content, and you shall not modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the Service or Content in any manner. If you breach any of these Terms, the above license will terminate automatically. Make excessive requests for information or take any action that interferes with, disrupts or imposes an undue burden on the Service or any server or network connected to the Service or negatively affects the quality or availability of any Content, or speed or functionality of the Service;

- Introduce a virus, Trojan horse, worm, time bomb or other malware to the Service, or use any device, software or routine to bypass any software or hardware that prohibits volume requests for information;

- Violate, bypass or circumvent any security measure intended to limit or prevent access to the API, Content or Service; or otherwise attempt to gain unauthorized access to the Service, any Content or to any computer systems or networks connected to the Service or any The TIE server, whether through hacking, password mining, unauthorized use of another's password/credentials or any other means;

- Interfere with, disrupt, modify, reverse engineer or decompile any data, Content or functionality of the Service;

- Restrict, inhibit or interfere with use of the Service by any other user (including by hacking the Service);

- Introduce or otherwise distribute through the Service any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party;

- Make excessive requests for information or take any action that interferes with, disrupts or imposes an undue burden on the Service or any server or network connected to the Service or negatively affects the quality or availability of any Content, or speed or functionality of the Service;

- Make use of our logo any of our trademarks, service marks, trade names or logos or those of any third party displayed on the Service; or modify or remove any copyright or other proprietary notice in the Content;

- Use our any Content from any of our Services in any advertisement or for targeting advertisements,

- Use the API, Content or Service for or in connection with any activity that (i) violates any law, statute, ordinance or regulation, including without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or (ii) involves proceeds of any unlawful or illegal activity.

Additionally, you acknowledge and agree that you (and not The TIE) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Service, and paying all charges related thereto.

Data Caching or Storage

We do not encourage caching or storage of data from our Service. However, if you must cache or store data: (1) You should refresh the cache at least every 24 hours; (2). Strong encryption and other security measures should be applied to stored data and all stored data must be deleted be upon termination of our license; (3) In the event that The TIE terminates your access to or use of the Service (regardless of reasons), you agree to promptly and permanently delete all data and any other information that you have stored pursuant to your use of or access to the Service, without keeping any copy thereof unless required by applicable law. (4) Except as expressly permitted hereunder this API Terms, you are not allowed to duplicate, reproduce, copy, store, derive from or translate any Data, API Documentation, or any information expressed by the Data (including but not limited to hashed or transferred data).

Security

You must undertake to implement stringent and robust security systems to protect your network, operating system, servers, databases, computers, user information, personal data, and other components that are part of, supporting or constituting your Products that are integrating, incorporating or howsoever using the The TIE API (“your Systems”). In the event that any of your Systems are howsoever compromised (whether via hacking, unauthorized use or access or other security breaches), you must inform us immediately via email at legal@thetie.io , and we shall determine in our sole discretion whether to terminate your access to and/or use of our Service.

Accessibility of the Service

You hereby acknowledges that from time to time, the Service may be inaccessible or inoperable for any reason, including, without limitation (a) equipment (hardware) malfunctions, (b) software malfunctions, (c) periodic maintenance procedures or repairs which The TIE and its Affiliates may undertake from time to time, and/or (d) causes beyond the our reasonable control and/or not reasonably foreseeable by us.

Ownership and Intellectual Property

All assets, rights, title and interest in and to The TIE’s name and branding, our The TIE API, our Services and our other property (including but not limited to intellectual property rights) belong fully to The TIE. You are only provided with a limited license to use as set out herein this API Terms, and no other rights, title, interest, ownership or property of any kind is passed to you by virtue of your use of Services.

The use or misuse of The TIE’s name, logo, trademarks and other intellectual property or that of its Affiliates, except as expressly permitted by these Terms, is prohibited. You shall, notify The TIE at legal@thetie.io promptly upon becoming aware of any unauthorized access to or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.

To discuss or to request use the of Service, any Content or any other intellectual property other than as expressly permitted in these Terms, please contact jfrank@thetie.io.

Disclaimers and Limitation of Liability

THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY OR ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE A CURRENCY OR INSTRUMENT) BY The TIE OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY The TIE. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ON THE SERVICE IS TAILORED TO THE SPECIFIC NEEDS OF AN INDIVIDUAL USER. The TIE EXPRESSES NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY CURRENCY, SECURITY OR OTHER INTEREST. The TIE DOES NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PERSONAL USE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF The TIE.

WE PROVIDE THE SERVICE “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE”. WE DO NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE INFORMATION AVAILABLE FROM THIS SERVICE. YOU ACKNOWLEDGE THAT THE COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT- FREE AND THAT OCCASIONAL PERIODS OF DOWNTIME WILL OCCUR. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, COMPTETE OR RELIALBLE OR THAT DATA LOSS WILL NOT OCCUR. The TIE ON BAHELF OR ITSELF AND ITS AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THIS SERVICE, ITS SERVERS, OR ANY EMAIL SENT FROM The TIE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. The TIE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

IN NO EVENT SHALL The TIE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES, PERSONAL USES, AND SERVICES OBTAINED THROUGH THE SERVICE; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF The TIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL The TIE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) $25.00 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO The TIE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Modification of the Service

At any time and in The TIE's sole discretion, The TIE may (in whole or in part) modify, suspend or discontinue the Service and/or any Content without notice, for any reason. You will not be charged for use of the Service after the date of any discontinuation. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.

Changes to these Terms

We may, at any time and from time to time, change, update, add or remove provisions of these Terms without prior notice, by posting the Updated Terms. You will be required to click to accept the Updated Terms. If you do not click to accept the Updated Terms, you will not be permitted to use the Service.

Enforcement

The remedies available to The TIE in these Terms are cumulative and in addition to any others available to The TIE. The TIE may seek all remedies available to it at law and in equity for any violation of these Terms. The TIE may suspend, terminate or block your access to the Service (in whole or in part) and your right to use Content for any violation, or suspected violation as we determine, without notice to you. Your violation of these Terms shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of these Terms or any misuse of the Service. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators, including the U.S. Securities and Exchange Commission (SEC); (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) Affiliates and providers and/or third-party vendors if we suspect that you have violated these Terms or that you or any End User has violated any law, rule or regulation. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Service, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.

Governing Law; Submission to Jurisdiction

These Terms and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms or your use of or access to the Service, shall be governed by and construed in accordance with U.S. federal law and the laws of Delaware, without regard to any principles of conflicts of law. You agree that any action arising out of, relating to or in connection with the Service, and/or these Terms shall be litigated solely in a state or federal court of competent jurisdiction located in Delaware, and you further irrevocably submit to the exclusive jurisdiction of such court and waive any objection to jurisdiction and venue (including on the basis of forum non-conveniens).

You acknowledge that any breach that would cause immediate and irreparable harm to The TIE, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to The TIE at law or in equity, The TIE shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.

Termination

The TIE may terminate these Terms in the event you materially breach these Terms and fail to cure such breach within two (2) days of notice thereof. Upon expiration or termination, all license rights hereunder shall cease, you shall immediately destroy all Content in your possession or control and you shall have no further right to access or use the Service in any manner.

General

These Terms, and any other terms or agreements referenced herein, constitute the entire agreement between you and The TIE relating to your use of the Service and supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and The TIE with respect to the Service. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You agree that no joint venture, agency, partnership, or employment relationship exists between you and The TIE and/or its affiliates as a result of these Terms or use of the Service.

In no event shall The TIE be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Service or publication or use of any Content, or any information provided to, or gathered by, us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Service within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The TIE without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.

If any provision of these Terms, including, but not limited to, the warranty disclaimers and limitations of liability set forth above, is determined to be invalid or unenforceable under applicable law, the invalid or unenforceable provisions in these Terms shall be deemed superseded by valid and enforceable provisions that, to the extent possible, fulfill the business purposes and intent of such invalid and unenforceable provisions.

In addition to and without limiting the preceding paragraph, some U.S. states and foreign countries may provide rights in addition to those provided in the above "Disclaimers and Limitation of Liability" section or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the limitations set forth in the above Disclaimer and Limitation of Liability section may not apply to you in whole or in part, or there may be state or country specific provisions that superseded such limitations in whole or in part. Any provision of the above Disclaimer and Limitation of Liability section that is declared invalid shall be deemed severable and shall not affect the validity or enforceability of the remainder.

Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of these Terms. The terms "include" and "including" are deemed to include the phrase "without limitation" immediately thereafter.

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