Terms of Service

TILT FINANCIAL ANALYTICS TERMS OF SERVICE

Last updated: May 21, 2021

Welcome to TILT Analytics. These Terms of Service (“Terms”) constitute a valid and binding agreement between TILT Analytics, LLC (together with its affiliates, successors and assigns “Company,” “we,” or “us”) and you (“Client,” “you,” or “your”). These Terms explain the terms and conditions by which you may use our products and analytical models that we put together and provide to you (“Services”).

By ordering, accessing, using, or paying for the Services or accepting an upgrade, you signify that you have read, understood, and agree to be bound by the terms herein which thereby becomes a binding contract between you and Company. If you do not agree, you may not use the Services.

You may only access and use the Services in accordance with these Terms. You represent to us that you are lawfully able to enter into contracts. These Terms apply to all visitors, users, and others who access the Services (“Users”).

1. Description of the Service

(a) Service. As part of the Company Services, we provide financial models in Excel® for yourbusiness or real estate (“Deliverables”). For the purpose of clarity, Deliverables include anymodels previously provided to you, and these Terms apply to any future use by you of such Deliverables.

2. Use of Our Services

(a) These Terms govern your access and use of the Company Materials, and any informationthat is displayed or provided therein. “Company Materials” means all Services, Deliverables including models previously provided to you, Content (as defined herein), updates, files,reports, analysis, and other materials and information provided through or as part of these Terms.

(b) License.

1. The Deliverables and all materials therein or transferred thereby, including, without limitation, information, software, images, text, graphics, images, illustrations, logos, patents, trademarks, service marks, copyrights, videos, and music (“Content”), and all intellectual property rights related thereto, are the exclusive property of Company.

2. Subject to these Terms, you are hereby granted a limited, non-transferable, license to use the Deliverables for your or your business’s own benefit. This license is granted specifically and only to the Client as specified on the applicable Order Form.

3. You acknowledge and agree that the Deliverables are licensed solely for your own personal business use and you may not use the Deliverables for any other purposes, nor grant access to any other business (including one that you may own) or third party for any purpose whatsoever (except as expressly permitted herein), without the prior written consent of Company. The Deliverables and Content may only be shared, on a limited basis, with officers, employees, professional advisors, potential investors and other agents of your business (“Representatives”) provided that they are informed of the restrictions set forth in these Terms and directed to comply with the terms and provisions hereof. You will at all times remain responsible for any breach of these Terms by any of your Representatives.

4. You further acknowledge and agree that you shall not (a) license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Company Materials, whether in whole or in part;
(b) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or otherwise attempt to discover the algorithms used in the Company Materials, or exploit any part of the Company Materials;
(c) access the Company Materials in order to build a similar or competitive product or service; (d) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Company Materials in any form or by any means except as explicitly permitted (for the purpose of clarity, You are permitted to share PDF’s of the Deliverables provided the Company marks and disclaimers are at all times included, unchanged, unmodified and visible), without Company’s written consent; (e) probe, scan, or test the vulnerability of the Services, or underlying systems or network, or breach any security or authentication measures or policies without proper authorization; (f) access the Services or Deliverables with any data extraction, mining, scraping or other data gathering tools, or otherwise copy, collect any Content without written consent;  (g) violate any applicable law, rule, or regulation; and (h) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Company Materials, features that prevent or restrict use or copying of any Company Materials, or features that enforce limitations on use of the Company Materials.

5. Unless otherwise indicated, any future release, update, or other addition to functionality of the Company Materials shall be subject to these Terms. All copyright and other proprietary notices on the Company Materials must be retained on all copies thereof. You understand and agree that you may not delete, modify, obscure, adjust cover, re-size or change in any way, any legends, copyright notices, or other Company branding or trademarks in the Deliverables. You have and will obtain no rights to the Company Materials except for the limited rights to use them as expressly granted by these Terms. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Company reserves all rights not expressly granted under these Terms.

(c) Upgrades. You acknowledge that Company may from time to time issue upgraded versions of the Deliverables. You understand and agree that the terms and conditions of these Terms will apply to all such upgrades.

(d) Errors. The Content may contain errors, inaccuracies or deficiencies, and may not be complete, accurate or up to date. We reserve the right to correct any error, deficiency, omission or inaccuracy in any Content at any time, but we do not guarantee that any such errors, deficiencies, omissions or inaccuracies will be corrected.

(e) Disclaimers. By your use of the Services, you agree and acknowledge that:

i. The Company Materials are provided for general information purposes only. Company is not providing financial, investment, or any other form of advice or recommendation, is not an investment adviser, broker, dealer or tax advisor, and is not in the business of investing or trading.

3. Proprietary Rights

(a) Client agrees that, as between Company and the Client, Company shall have sole and exclusive ownership of, and all right, title, and interest in and to, the Company Materials, including the Services, Deliverables and Content, and all modifications and enhancements thereto (including ownership of all copyrights and other intellectual property rights). These Terms do not provide the Client with title or ownership of any Company Material, Service, Deliverable or Content, but only a limited right to use the same solely upon the terms expressly set forth herein. For the purpose of clarity, nothing provided by Company under these Terms, including the Company Materials, Services, Deliverables or Content is to be considered a “work for hire” and Company does not convey, transfer or assign any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights, to Client.

(b) Client Materials. All data, information, documents and materials (“Client Materials”) provided by Client to Company in connection with these Terms shall be and remain the property of Client. Client retains all intellectual property rights in such information and materials. Company is granted no right or license to use such information or materials except as follows: Client hereby grants to Company a royalty-free, non-exclusive, revocable, nontransferable, non-sublicensable, limited license to use the Client Materials as appropriate solely to perform the Services and develop and deliver the Deliverables. Client represents and warrants that any and all Client Materials provided by it to Company, is the rightful property of Client or Client has full right to supply such items to Company.

4. Fees

(a) Subscription Fees. If you have specifically sign up for a subscription, then in consideration for the Services provided by Company, you agree to pay such fees as agreed to when you sign up for the Services or when you modify the Services you are receiving (“Subscription Fees”). During the Term, unless earlier terminated as provided herein, You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on either a monthly or annual basis.

(b) Hourly Fees. Company may provide additional work on Deliverables upon Client’s request and payment at Company’s hourly rates. For the purpose of clarity, the payment for additional personalized work does not alter the ownership of the Deliverables or Content, and Client must still abide by all the terms of use herein.

5. Privacy

We care about the privacy of our clients. Company’s privacy practices are governed by

Company’s privacy policy, the most updated copy of which can be found at

https://tiltanalytics.com/privacy-policy/ (“Privacy Policy”).

6. Security

Company cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, Client Materials and content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. Representations and Warranties

(a) You represent and warrant that: (i) You have the power, right and authority to enter into these Terms, and are capable of forming a binding contract: (ii) you will use the Company Materials for lawful purposes only and in accordance with these Terms and all applicable laws, regulations and policies, (iii) you own or have sufficient rights in and to the Client Materials you submit through the Services to grant the licenses set forth in these Terms with respect to such content to Company, that any use by Company of such Client Materials as contemplated in these Terms will not infringe on the rights of any third party or violate any applicable laws or regulations.

8. Indemnity

You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (i) your or your Representatives’ use of and access to the Services, including any Company Materials transmitted or received by you; (ii) your or your Representatives’ violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your or your Representatives’ violation of any applicable law, rule or regulation; (iv) your or your Representatives’ negligence or misconduct; or (v) any other party’s access and use of the Services with your unique username, password or other appropriate security code. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Notwithstanding anything to the contrary herein, your obligations in this section do not apply to any claims, damages, obligations, losses, liabilities, costs, penalties, fees, or expenses of any kind to the extent arising from any act or omission of Company or any of our affiliates.

9. No Warranty

(a) THE SERVICES AND COMPANY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES AND COMPANY MATERIALS IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANYAND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES, DELIVERABLES OR THE CONTENT CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND COMPANY MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. FURTHERMORE AND WITHOUT LIMITATION, COMPANY DOES NOT WARRANT THAT THE USE OF THE DELIVERABLES OR CONTENT WILL RESULT IN ANY PARTICULAR RESULTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR ISSUES RELATING TO YOUR USE OF THE SERVICES IS TO DISCONTINUE YOUR USE THEREOF.

10. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER OR $1,000, WHICHEVER IS GREATER.

11. Governing Law and Dispute Resolution

(a) Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Washington. For any dispute with Company, you agree to first contact us at www.tiltanalytics.com, tiltanalytics@gmail.com, or 360-562-0270 and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Clark County, Washington, unless you and Company agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other proprietary rights.

(b) Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of these Terms or to declare a breach of these Terms, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costsand expenses, including attorney’s fees, incurred thereby.

12. General

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

(b) Electronic Communications. Our communications with you via the Services use electronic means, whether you visit the Services or send us an email, or whether we post notices on the Services or communicate with you via email or text. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

(c) Entire Agreement / Severability. These Terms, together with any amendments and any additional agreements you may enter into with Company in connection with the Services, shall constitute the entire agreement between you and Company concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

(d) No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

(e) Feedback. We may use any reports, comments, corrections, ideas and suggestions in any form regarding the Services that you provide to us (collectively, the “Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with any products and services.

Contact Us:  If you have any questions about these Terms, please contact us at www.tiltanalytics.com, tiltanalytics@gmail.com, or 360-562-0270. 

Last updated: May 21, 2021