Tikkl Terms of ServiceRevision: December 14, 2012
Welcome to Tikkl!
By accessing, viewing, or otherwise using Tikkl or any webpage or offline feature available through Tikkl, any information provided as part of the Tikkl services, or any related emails, newsletters or services (hereinafter collectively “Tikkl” or the “Service”), or by clicking the ”I Accept“ button displayed during the registration process, you agree to the following terms and conditions (the “Agreement”) governing your use of Tikkl and become a Tikkl user ( “User”).
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” and “Your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must click the “I Decline” button and may not use this Service.
Protecting your privacy and securing your data is very important to Tikkl. Please review our Privacy and Security Policy at www.tikkl.com/privacy.
1. Service Eligibility.
You represent and warrant that you (a) are not under the age of 18; (b) are not a direct competitor of Tikkl; and (c) that you have 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. In addition, you must provide all equipment and software necessary to connect to Tikkl.
2. Types of Accounts.
We offer two different types of Accounts: Personal and Group (or Business or Organization) Accounts. You may only hold one Personal Account and can be associated with any number of Group Accounts. By opening a Personal Account and accepting the terms as outlined in this Agreement, you attest that you are not establishing the Account primarily for business purposes.
3. Use of the Service.
Tikkl hereby grants you permission to use the Service solely as set forth in this Agreement provided that you comply with the Agreement. We reserve the right to terminate this Agreement with or without notice for any or no reason, or for your violation of any provision of the Agreement and to modify or discontinue, temporarily or permanently, all or any portion of the Service at any time without liability to Tikkl.
You agree not to use, copy, modify, reformat, create derivative works, publicly display, download, store, transmit, provide links to, post, or distribute any content on Tikkl, including without limitation, text, scripts, graphics, software, data, Information, photos, images, and the like ("Content") or use any Content for commercial purposes without obtaining prior written consent from Tikkl. Only in accordance with the foregoing, you may download Content displayed on Tikkl; however, you must maintain all copyright and other proprietary notices contained on the Content.
To access some features of Tikkl, you may have to register on Tikkl. You may never use another User's registration or password without permission. When registering, you must provide accurate and complete information. You are solely responsible for all activity that occurs under your account username and password (whether or not such activity is authorized by you), and you must keep your password secure. User accounts cannot be shared, transferred or used by more than one individual User. You are responsible for revoking the rights of Admin Users who have terminated employment or otherwise changed job status or function and should no longer have Admin access to your Group Account.
In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You may not use Tikkl in any manner that is illegal or harmful to Tikkl. Specifically, without limitation, you must not:
- use Tikkl through unauthorized interfaces or protocols;
- submit, upload, post, email, transmit or otherwise make available ("post") material that infringes the rights of others (including but not limited to any intellectual property rights) or is illegal, harmful, abusive, pornographic, violent, racist, discriminatory, offensive, vulgar, obscene, abusive, inaccurate, hateful, sexually oriented, defamatory, invasive of personal privacy, harassing, threatening, violative of any law, regulation or order, or otherwise objectionable;
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
- translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from the Content (except as applicable law expressly permits);
- create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device;
- reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service;
- remove, obscure or alter any notices or indications of any Intellectual Property rights;
- Interfere with, attempt to interfere with, or compromise the system integrity or security, or decipher any transmissions to or from Tikkl servers;
- take any action that imposes an unreasonable or large load on our infrastructure;
- post any spyware or spam;
- post invalid data, viruses, worms, or other harmful software to Tikkl;
- post any User Submission that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any other person, or that may create a risk of any other loss or damage to any person or property;
- collect or harvest any personally identifiable information, including account names, from Tikkl;
- use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Tikkl, unless expressly permitted by us;
- import contact information of people who have not given your organization or campaign permission to contact them;
- send out unwanted emails (spam) to persons who have not given your organization or campaign permission to contact them;
- send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
- send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- sell or rent your contacts list data;
- interfere with or disrupt the integrity or performance of the Service or the data contained therein;
- Interfere or attempt to interfere with the proper working of Tikkl or use Tikkl in a way that disables it or prevents or inhibits anyone from using it;
- attempt to gain unauthorized access to the Service or its related systems or networks; or
- Impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity.
4. User Submissions.
Tikkl may permit Users to submit, upload, post, email, transmit or otherwise make available User Submissions (for example, when users create a profile or post information or comments on our forums, blogs, on-line bulletin boards, or User community) and may permit the hosting, sharing, and/or republishing of such User Submissions. You understand that Tikkl does not guarantee any confidentiality with respect to any User Submissions.
We reserve the right, but do not have the obligation, to review User Submissions. Tikkl has no obligation to verify the identity of any Users when they are connected to Tikkl or to supervise the content which has been provided by Users. For avoidance of doubt, Tikkl has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. Tikkl reserves the right to remove any User Submissions from Tikkl upon request of a User, for any reason, or for no reason. In connection with User Submissions, you affirm, represent, and/or warrant that such submission is accurate, is not confidential, and you own or have the necessary licenses and rights to use, display, and authorize Tikkl to use and display your User Submissions.
By making User Submissions to Tikkl, you thereby grant Tikkl and its Users a non-exclusive, royalty-free, irrevocable, sublicensable, and fully transferable license to use, reproduce, distribute, prepare derivative works of, publicly display and publicly perform the User Submissions in connection with Tikkl. To the extent you do not have ownership rights to any of your User Submissions, you shall indemnify Tikkl for any claim regarding Tikkl's use of your User Submissions.
You understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree that the User, not Tikkl, shall be liable for any damages you allege to incur as a result of such User Submissions and agree to indemnify and hold Tikkl, its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of Tikkl.
5. Your Responsibilities.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Keep your password confidential, do not use other Users' accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach at firstname.lastname@example.org, close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Tikkl account or any information therein to another party or charging anyone for access to any portion of Tikkl, or any information therein. You shall: (i) notify Tikkl immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Tikkl immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Tikkl user or provide false identity information to gain access to or use the Service.
6. Customer Data for Group Accounts.
Tikkl does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Tikkl, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Tikkl shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Tikkl will provide access to download your Customer Data in the 30-day period after termination, if you so request at the time of termination. You agree and acknowledge that Tikkl has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. Tikkl reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Tikkl shall have no obligation to maintain or forward any Customer Data.
7. Intellectual Property Ownership, Copyright and Proprietary Notice.
You agree that certain aspects of the Services, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Tikkl. Tikkl alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Tikkl Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Tikkl Technology or the Intellectual Property Rights owned by Tikkl. You shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Tikkl. You agree that access to the Services is provided to you in confidence and that you shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Services, the Documentation, and unless otherwise agreed, any customizations shall remain solely with Tikkl. You agree to maintain and reproduce all copyright and other proprietary notices on all copies or customized versions, in any form, of the Services in the same form and manner that such copyright and other proprietary notices are included on the original Services. Except as expressly authorized in this Agreement, you shall not make any copies or duplicates of any part of the Services without the prior written permission of Tikkl. The Tikkl name, the Tikkl logo, and the product names associated with the Service are trademarks of Tikkl or third parties, and no right or license is granted to use them.
8. Links to Other Web Sites.
Tikkl may contain links to third-party web sites that are not controlled by Tikkl, including links provided by Users. Tikkl has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites. You expressly agree that we are not liable for any claims arising from your use of any third-party web site. Unless we expressly state otherwise, the fact that a link to a third-party web site is provided on Tikkl is not an endorsement or affiliation with respect to such web site or its owners or providers.
9. Our Obligations.
You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Tikkl, the Tikkl Affiliates, its Users and the public.
10. Charges and Payment of Fees.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the User Setup fee currently in effect plus the User Subscription fee currently in effect. Payments must be made in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all services ordered for the entire License Term, whether or not such services are actively used. You must provide Tikkl with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized Administrator may add services by executing an additional written Order Form or using the Online Order Center. Added services will be subject to the following: (i) added services will be coterminous with the preexisting service Term (either Initial Term or renewal term); and (ii) the fee for the added services will be the then current, generally applicable fee. Tikkl reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
11. Data Storage and Emails.
The maximum disk storage space allocated to you and the maximum number of emails you can send at no additional charge are as specified on our pricing sheet. If the amount of disk storage required or the number of emails sent exceeds these limits, you will be charged the then-current storage fees and/or email fees as applicable. Tikkl will use reasonable efforts to notify you when your usage reaches approximately 90% of the maximum; however, any failure by Tikkl to so notify you shall not affect your responsibility for such additional charges. Tikkl reserves the right to establish or modify its general practices and limits relating to storage of files, Customer Data, and emails.
12. Billing and Renewal.
Tikkl charges and collects in advance for use of the Service. Tikkl will automatically renew and bill your credit card or issue an invoice to you on the subsequent anniversary of your subscription or as otherwise mutually agreed upon. The renewal charge will be equal to the Subscription fee in effect during the prior term, unless Tikkl has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Tikkl's 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 United States (federal or state) taxes based solely on Tikkl's income.
You agree to provide Tikkl with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Tikkl reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Tikkl in its discretion determines otherwise: all entities will be billed in U.S. dollars,
If you believe your bill is incorrect, you must contact us in writing within 60 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
13. Non-Payment and Suspension.
In addition to any other rights granted to Tikkl herein, Tikkl reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for subscription fees during any period of suspension. If you or Tikkl initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Tikkl may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Tikkl reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Tikkl has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
14. Termination upon Expiration.
This Agreement commences on the Effective Date. For Tikkl Personal Accounts, the term is indefinite and may be terminated at any time in Tikkl's sole discretion. For Group Accounts, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Tikkl's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least ten (10) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Tikkl will provide access to download your Customer Data in the 30-day period after termination, if you so request at the time of termination. You agree and acknowledge that Tikkl has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
15. Termination for Cause.
Any breach of your payment obligations or unauthorized use of the Tikkl Technology or Service will be deemed a material breach of this Agreement. Tikkl, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Tikkl may terminate a free account at any time in its sole discretion. You agree and acknowledge that Tikkl has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
16. Representations & Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Tikkl represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Tikkl help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
17. Mutual Indemnification.
You shall indemnify and hold Tikkl, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) any User content you submit to Tikkl; (ii) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (iIi) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iv) a claim arising from the breach by you or your Admin Users of this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, provided in any such case that Tikkl (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Tikkl of all liability and such settlement does not affect Tikkl's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Tikkl shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Tikkl of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Tikkl; provided that you (a) promptly give written notice of the claim to Tikkl; (b) give Tikkl sole control of the defense and settlement of the claim (provided that Tikkl may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Tikkl all available information and assistance; and (d) have not compromised or settled such claim. Tikkl shall have no indemnification obligation, and you shall indemnify Tikkl pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).
18. Disclaimer of Warranties.
TIKKL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR MESSAGE DELIVERY OR ANY CONTENT. TIKKL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TIKKL DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BY TIKKL AND ITS LICENSORS.
19. Internet Delays.
TIKKL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TIKKL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
20. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21. Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
22. Local Laws and Export Control.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, and other U.S. agencies. You shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any required authorizations from the appropriate government authorities.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
Tikkl and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
Tikkl may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Tikkl's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Tikkl's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Tikkl (such notice shall be deemed given when received by Tikkl) at any time by first class postage prepaid mail to Tikkl at the following address: Tikkl, Inc., Attn: Legal, 830 Stewart Drive, Suite 221, Sunnyvale, CA 94085.
24. Assignment; Change in Control.
This Agreement may not be assigned by you without the prior written approval of Tikkl but may be assigned without your consent by Tikkl to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Tikkl directly or indirectly owning or controlling 50% or more of you shall entitle Tikkl to terminate this Agreement for cause immediately upon written notice.
25. Governing Law.
This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subjected to the exclusive jurisdiction of the state and federal courts located in Santa Clara, California.
If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.
27. Entire Agreement.
You agree that this Agreement, together with any applicable Order Form, constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
28. Amendments to this Agreement.
Tikkl reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
29. Beta Users.
Users that enter into an Order Form in a period before Tikkl is available to the general public (“Beta Users” and the “Pre-Launch Period”, respectively) agree to use Tikkl and Tikkl’s Services and to provide Tikkl with feedback and suggestions for improvement (together, “Feedback”). All such Feedback shall be Tikkl's confidential information and shall not otherwise be used or disclosed by User except as directed by Tikkl. In consideration for such feedback, Tikkl and Beta Users agree to negotiate in good faith a discount on any Setup and Subscription Fees currently in effect. Tikkl reserves the right to use Beta Users' logo and testimonials in its marketing collateral.
30. Questions or Additional Information.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.