These TSL.CLICK Terms and Conditions ("Agreement") are entered into as of the date of registration for and/or first use of
the TSL.CLICK Products ("Effective Date"), by and between TSL.CLICK as part of the TSL Designs UK Online Services. ("TSL.CLICK",
"TSL Designs", "TSL") and the customer listed in said registration information ("Customer"). By registering for or using the
TSL.CLICK Products, Customer acknowledges that it is agreeing to the terms of this Agreement. If Customer disagrees with the
terms of this Agreement, TSL.CLICK does not grant and/or TSL.CLICK may immediately terminate Customer's right to access or
use the TSL.CLICK Products.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY
AFFECT YOUR LEGAL RIGHTS.
WHEREAS, Customer desires to enter into this Agreement to access and use the TSL.CLICK Application Programming Interface
("API"), user interface, platform, website, plugins, software and related documentation and materials provided by
TSL.CLICK to Customer (collectively, "TSL.CLICK Products");
WHEREAS, TSL.CLICK desires to grant Customer the right to access and use the TSL.CLICK Products in strict accordance
with this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
Agreements. TSL.CLICK reserves the right, in its sole discretion, to modify or replace this
Agreement at any time. Customer agrees that it is Customer's responsibility to check this Agreement periodically
for changes and that its use of the TSL.CLICK Products following the posting of any changes to this Agreement
constitutes acceptance of those changes. In addition to this Agreement, Customer's access to and/or use
certain TSL.CLICK Products may be subject to additional terms and conditions specified by TSL.CLICK from time
to time, and Customer's use of such TSL.CLICK Products is subject to those additional terms and conditions.
Scope & Current Offerings. As of the Effective Date, TSL.CLICK offers certain TSL.CLICK Products
to Customer. TSL.CLICK may add, remove, suspend, discontinue, modify or update the TSL.CLICK Products at any
time, in its discretion. All updates provided to TSL.CLICK's other customers generally and without additional
fees shall also be made available to Customer. After the effective date of such update, TSL.CLICK shall bear
no obligation to run, provide or support legacy versions of the TSL.CLICK Products.
Support, Uptime & Training. TSL.CLICK shall not be obligated to provide any training or
customer support for the TSL.CLICK Products and makes no representations with respect to any service levels
or uptime requirements for the TSL.CLICK Products.
GRANT OF RIGHTS, METRICS, IMPLEMENTATION & ACCESS
Rights to TSL.CLICK Products. Subject to the terms and conditions of this Agreement, TSL.CLICK
grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to use
the TSL.CLICK Products solely to shorten uniform resource locators ("URL"), receive TSL.CLICK Metrics and utilize
the other products and services contemplated herein during the Term. The grant of rights contemplated
in this Section 2(A) shall be for Customer's internal, non-commercial business purposes, and Customer
acknowledges that any enterprise or commercial use of the TSL.CLICK Products will require the execution of
additional terms and conditions, and agrees to contact TSL.CLICK at
regarding any use therefor.
Metrics. As part of the provision of TSL.CLICK Products, TSL.CLICK collects and generates certain
metrics and analytical data regarding the use of the TSL.CLICK Products, which includes Customer URLs and
other web pages and web-based data and information that TSL.CLICK aggregates and uses in anonymized form
("TSL.CLICK Metrics"). TSL.CLICK Metrics are made available as part of the TSL.CLICK Service and certain TSL.CLICK Metrics
are published on TSL.CLICK's website. TSL.CLICK Metrics include without limitation a history of all URLs shortened
by a particular account, a history of all clicks on a shortened URL, a history of all sharing of a shortened
URL through third-party services such as Facebook and Twitter, a history of referral URLs for clicks
of a shortened URL, a history of IP addresses used to access a shortened URL, the date and time such
URLs were shortened, and visual presentation of any or all of the above. Customer acknowledges and agrees
that all TSL.CLICK Metrics are owned by TSL.CLICK, and that TSL.CLICK has the right to use, license, sell or otherwise
Customer may access, use, and copy the TSL.CLICK Metrics made available to Customer as part of the TSL.CLICK
Products for Customer's internal, non-commercial business purposes. Customer may not combine any TSL.CLICK
Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise
share TSL.CLICK Metrics with any third party.
Implementation and Access. TSL.CLICK shall provide Customer with non-transferable access credentials
for the TSL.CLICK Products. Customer shall not (i) misrepresent or mask identities when using the TSL.CLICK Products
or seeking access credentials; (ii) select or use as a username a name subject to any rights of a person
or entity other than Customer without appropriate authorization; (iii) select or use, as Customer's username,
a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by TSL.CLICK.
Customer shall safeguard all access credentials provided by TSL.CLICK and shall ensure the confidentiality
and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only
employees and contractors of Customer ("Personnel") may use the TSL.CLICK Products; (2) Customer shall require
its Personnel to comply with all Laws and the use restrictions (including user seat restrictions, if
applicable) set out in the Agreement or otherwise prescribed by TSL.CLICK; (3) Customer represents and warrants
that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges
that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or
unauthorized. TSL.CLICK may update, refresh or change the manner of accessing the TSL.CLICK Products in its discretion.
INTELLECTUAL PROPERTY & GRANT RESTRICTIONS
Ownership. Except for any Customer Content or Customer Services, Customer acknowledges
and agrees that TSL.CLICK is the sole and exclusive owner of all right, title and interest in and to the
TSL.CLICK Products and TSL.CLICK Metrics and all related documentation, source code, tools, scripts, processes,
techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes,
ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all
derivatives, enhancements, modifications and improvements thereof ("TSL.CLICK Materials"). Nothing in this
Agreement or any other document shall be deemed to transfer ownership of the TSL.CLICK Materials. Except
for the limited license rights expressly granted herein, no rights to TSL.CLICK Materials are granted hereunder
and all rights in such TSL.CLICK Materials are reserved.
Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations
or other feedback regarding the TSL.CLICK Products or TSL.CLICK Metrics ("Feedback"). However, if Customer does
so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the
sole and exclusive property of, TSL.CLICK upon its creation.
Legal Restrictions. Customer and its Personnel shall not, and shall not permit any third
party to: (i) create any service, software, documentation or data that is competitive with, substantially
similar or confusingly similar to any aspect of the TSL.CLICK Products or TSL.CLICK Metrics; (ii) use, modify,
display, perform, copy, disclose or create derivative works of the TSL.CLICK Products except as expressly
permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror
the TSL.CLICK Products or TSL.CLICK Metrics, or use any other means to attempt to discover their source code
except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share,
sell, rent, lease, pledge or otherwise transfer the TSL.CLICK Products or TSL.CLICK Metrics to any third party;
(v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious,
deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that
contains someone's personal information or violates a third party's intellectual property, privacy or
publicity rights ("Prohibited Content") through the TSL.CLICK Products; (vi) access via automated or unauthorized
means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures
for, the TSL.CLICK Products or TSL.CLICK Metrics or related systems, including via robots, spiders and other
electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the
TSL.CLICK Products or TSL.CLICK Metrics. Notwithstanding anything to the contrary herein, TSL.CLICK may, in its sole
discretion, immediately revoke the grant of rights contemplated in Section 2(A) if Customer breaches
or threatens to breach the restrictions in this Section or creates other security or legal concerns.
Customer hereby agrees that TSL.CLICK will be entitled, in addition to any other remedies available to it
at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer's obligations
under this Section, without any requirement to demonstrate irreparable harm or post a bond.
TSL.CLICK reserves the right to limit the number and/or frequency of API calls, concurrent
URL shortens or other access to or use of TSL.CLICK Products in its sole discretion. Customer shall not exceed
any such limitations in the relevant documentation or as otherwise provided by TSL.CLICK. If TSL.CLICK believes
that Customer has attempted to exceed or circumvent these limitations, TSL.CLICK may suspend or block Customer's
access to the TSL.CLICK Products. TSL.CLICK may monitor Customer's use of the TSL.CLICK Products, including to ensure
Customer's compliance with this Agreement.
Open Source Software.
TSL.CLICK Products may incorporate software that is subject to terms that, has a condition
of use, copying, modification or redistribution, require such software and derivative works thereof to
be disclosed or distributed in source code form, to be licensed for the purpose of making derivative
works, or to be redistributed free of charge ("Open Source Software"). To the extent any Open Source
Software license terms are inconsistent with this Agreement, then such rights in the applicable Open
Source Software license shall take precedence over the rights granted in this Agreement, but solely with
respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer
and the applicable licensor of the Open Source Software and Customer shall comply with the applicable
Open Source Software license.
Third Party Materials.
TSL.CLICK Products may link to or make available third party products, services, websites,
social media platforms, data, software or source code, including without limitation Open Source Software
("Third Party Materials"). TSL.CLICK has no control over Third Party Materials. Accordingly, TSL.CLICK is not
responsible or liable for any Third Party Materials. While TSL.CLICK has no obligation to monitor Third Party
Materials, TSL.CLICK may remove or modify such Third Party Materials in its discretion, including without
limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies
related to any Third Party Materials.
CUSTOMER SERVICES, INFORMATION & URLS
TSL.CLICK shall have no liability for any Customer product or service accessed through or
making use of the TSL.CLICK Products or any end user, customer or Personnel's use thereof ("Customer Service").
Customer shall not use the TSL.CLICK Products in any manner implying any partnership with, sponsorship by,
or endorsement by TSL.CLICK. Customer shall not suggest or imply that TSL.CLICK is the author of or otherwise
responsible for the views or content of the Customer Service. Neither Customer nor the Customer Services
shall disparage TSL.CLICK or the TSL.CLICK Products. The TSL.CLICK Products shall not be used in connection with
any Prohibited Content, or any activities where the use or failure of the TSL.CLICK Products could lead to
death, personal injury or property or environmental damage or adversely impact or impose liability on
TSL.CLICK in any manner.
Customer hereby grants to TSL.CLICK an irrevocable, perpetual, non-exclusive, sublicensable,
transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute,
create derivative works, alter or modify all URLs provided by Customer to TSL.CLICK ("Customer URLs") in
connection with the provision, operation and promotion of the TSL.CLICK Products, creation of TSL.CLICK Metrics
and for other business purposes. Subject to Section 5(C), Customer expressly agrees that it shall not
input any Customer content into the TSL.CLICK Products except Customer URLs. Customer retains all right,
title and interest in and to the Customer URLs and is responsible for obtaining, maintaining, retaining
and securing the Customer URLs. Customer further acknowledges that all shortened URLs based on Customer
URLs will not be broken, taken down, or otherwise disabled even after termination or expiration of this
As part of the provision of TSL.CLICK Products, TSL.CLICK may receive from Customer or third
parties (including social media networks) or collect from Customer certain information, including without
limitation device and browser information, email addresses, company size, industry, job title, and team
type, and share such information with its partners, vendors and service providers including without limitation
in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising,
or email marketing, to complete transactions or to ensure compliance with this Agreement ("Customer Information").
In the event Customer Information derives from an email address or other identifier which indicates a
connection to an existing enterprise customer, such Customer Information may also be shared with the
enterprise customer and combined with data received or collected in connection with said enterprise customer.
Customer consents to such collection, use, processing and sharing of Customer Information, which shall
REPRESENTATIONS AND WARRANTIES
Customer Content Warranties.
Customer represents and warrants that (i) the Customer URLs and Customer Information
(collectively, "Customer Content") and all information on which the TSL.CLICK Metrics are based, and the
receipt, collection, use and provision thereof, shall not infringe or violate any third party rights,
including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer
Content, and any information on which the TSL.CLICK Metrics are based, was received, collected, used and
provided to TSL.CLICK in compliance with all applicable laws, rules and regulations and self-regulatory guidelines
and requirements, including without limitation laws on privacy and data security, unsolicited messaging,
unfair or deceptive practices, or United States trade or export restrictions ("Laws"); (iii) it has obtained
all necessary consents, approvals or other authorizations or permissions for, and has complied with its
posted privacy policies and all third-party terms and conditions or privacy policies in connection with,
its receipt, use and/or provision of the Customer Content and all information on which the TSL.CLICK Metrics
are based; and (v) that none of the Customer Content or information or data on which the TSL.CLICK Metrics
are based contains any personally identifiable information or persistent identifiers from individuals
under the age of 13.
Further Customer Warranties.
Customer further represents and warrants that (i) it has implemented or contractually
required industry-standard security measures to help protect the security and integrity of, and prevent,
unauthorized access to the TSL.CLICK Products or TSL.CLICK Metrics, Customer Content and Customer Services; (ii)
it will not do anything that will make the TSL.CLICK Products subject to any open source or similar license
which creates an obligation to grant any rights in the TSL.CLICK Products; (iii) it will not disrupt, disable,
erase, alter, harm, damage, interfere with or otherwise impair in any manner the TSL.CLICK Products or TSL.CLICK
Metrics; (iv) in the event of any security breach or unauthorized access to any TSL.CLICK Products, TSL.CLICK
Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and
notify TSL.CLICK in writing, and, unless otherwise notified by TSL.CLICK, take all corrective action necessary
to remedy such breach and/or comply with applicable Law and the requirements of TSL.CLICK, all at Customer's
cost; and (v) Customer, Customer's use of the TSL.CLICK Products, the Customer Content and Customer Services
will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy
or publicity rights.
TSL.CLICK PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE
OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TSL.CLICK DOES NOT WARRANT THAT: (I) THE TSL.CLICK
PRODUCTS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE TSL.CLICK
PRODUCTS AND TSL.CLICK METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;
(III) THE TSL.CLICK PRODUCTS ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF
USING THE TSL.CLICK PRODUCTS OR TSL.CLICK METRICS WILL MEET CUSTOMER'S REQUIREMENTS OR ANY OF ITS OR ITS USERS',
PERSONNEL'S OR CUSTOMERS' BUSINESS NEEDS; OR (V) THE TSL.CLICK PRODUCTS WILL BE UNINTERRUPTED OR THAT ANY
INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMER'S USE OF THE TSL.CLICK PRODUCTS AND TSL.CLICK METRICS
IS SOLELY AT ITS OWN RISK. FURTHER, TSL.CLICK MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO
LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER'S USE OF THE TSL.CLICK
PRODUCTS AND TSL.CLICK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND CUSTOMER
SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. TSL.CLICK SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS
OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR
APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE TSL.CLICK METRICS PRODUCED HEREUNDER
ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. TSL.CLICK DOES NOT WARRANT THAT THE TSL.CLICK METRICS
WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. TSL.CLICK HEREBY DISCLAIMS ANY LIABILITY
FOR ANY USE OR RELIANCE ON THE TSL.CLICK METRICS BY CUSTOMER AND THIRD PARTIES.
Customer agrees that the business, technical and financial information of TSL.CLICK that
is designated in writing as confidential, or that should reasonably be considered confidential given
the nature of the information and/or the manner or means of disclosure, shall be the confidential property
of TSL.CLICK ("Confidential Information"). TSL.CLICK's Confidential Information includes the TSL.CLICK Materials.
Confidential Information shall only be used by Customer as explicitly authorized in writing by TSL.CLICK.
Customer shall use all necessary measures to safeguard TSL.CLICK's Confidential Information. Confidential
Information does not include information that Customer can show by pre-existing written evidence (i)
was previously rightfully known to the receiving party without restriction on disclosure; (ii) is or
becomes known to the general public, through no fault or breach on the part of the receiving party; (iii)
is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation;
or (iv) is required to be disclosed pursuant to a judicial order or third party subpoena, provided Customer
provides written notice to TSL.CLICK in order for TSL.CLICK to seek an appropriate remedy and only discloses
the minimum information required by the order or subpoena. Customer hereby agrees that TSL.CLICK will be
entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief
to prevent the breach or threatened breach of the receiving party's obligations under this Section, without
any requirement to demonstrate irreparable harm or post a bond.
INDEMNIFICATION AND RESPONSIBILITY
Customer will defend, indemnify and hold harmless TSL.CLICK, its parents, subsidiaries, affiliates
and their employees, officers, directors, representatives, contractors, customers, business partners,
successors and assigns ("TSL.CLICK Indemnitees") from and against any third party claims and actions, and
resulting damages, liabilities and costs (including reasonable attorneys' fees and expenses) incurred
by TSL.CLICK Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer
Services or any other Customer products and services; (b) Customer's acts and omissions hereunder, breach
of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy
or publicity infringement concerning Customer Content or Customer Services. TSL.CLICK shall promptly notify
Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing
notification shall not vitiate Customer's indemnification obligations unless Customer is materially prejudiced
thereby. Customer shall have sole control over the defense of any claim under this Section, except that
TSL.CLICK may approve any counsel used by Customer and that TSL.CLICK may participate in the defense, at Customer's
cost. All settlements of indemnification claims require the consent of TSL.CLICK.
LIMITATION OF LIABILITY
IN NO EVENT SHALL TSL.CLICK BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE
OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE TSL.CLICK PRODUCTS, TSL.CLICK METRICS OR OTHERWISE
HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES
OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS
OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE TSL.CLICK
PRODUCTS; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA
MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER'S USE OF THE TSL.CLICK PRODUCTS; (V) CUSTOMER'S FAILURE
TO PROVIDE TSL.CLICK WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER'S
FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER'S FAILURE TO
ACCESS THE TSL.CLICK PRODUCTS DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK
USED BY CUSTOMER; OR (VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.
TERM AND TERMINATION
This Agreement shall commence on the Effective Date and continue unless otherwise terminated as permitted herein ("Term").
TSL.CLICK Right to Terminate.
TSL.CLICK may terminate this Agreement immediately in its discretion. Upon expiration or
termination of this Agreement, all applicable rights and access granted to Customer shall automatically
terminate and Customer and its Personnel shall cease any further use of the TSL.CLICK Products and return,
or, if directed by TSL.CLICK, destroy, all Confidential Information of TSL.CLICK. Any Section of this Agreement
which by its nature would survive such expiration or termination shall so survive.
GOVERNING LAW & CLASS ACTION WAIVER
This Agreement and the transactions contemplated hereby shall be governed by and construed
under the law of the State of New York without regard to conflicts of law provisions thereof and without
regard to the United Nations Convention on Contracts for the International Sale of Goods.
While TSL.CLICK will make reasonable efforts to resolve any disagreements Customer may
have with TSL.CLICK, if these efforts fail Customer agrees that all claims, disputes or controversies
against TSL.CLICK arising out of this Agreement ("Claims") are subject to fixed and binding arbitration,
no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory
relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud,
agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made
as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently
or with other claims. The party filing arbitration must submit Claims to the London Court of International Arbitration's (LCIA)
and follow its rules and procedures for initiating and pursuing an arbitration. Any arbitration
hearing that Customer attends will be held at a place chosen by the London Court of International Arbitration's (LCIA)
in the same city as the UK Court closest to Customer's then current residential address,
or at some other place to which the parties agree in writing, and the arbitrator shall apply UK Governing
law consistent with the British Arbitration Act. Customer shall not be entitled to join or consolidate
Claims in arbitration by or against other users or customers or to arbitrate any Claim as a representative
or member of a class or in a private general capacity. Customer may obtain copies of the
current rules, and forms and instructions for initiating arbitration by contacting the London Court of International Arbitration's (LCIA)
A single, neutral arbitrator will resolve Claims. The arbitrator will be either a solicitor with at least
ten (10) years' experience or a retired or former judge, selected in accordance with the rules of
the British Arbitration Association. The arbitration will follow the procedures and rules of the
British Arbitration Association which are in effect on the date the arbitration is filed unless
those procedures and rules are inconsistent with this Agreement, in which case this Agreement will
prevail. Those procedures and rules may limit the discovery available to the parties. The arbitrator
will take reasonable steps to protect customer account information and other confidential information
if requested to do so by the parties. Each party to the arbitration will bear the expense of that
party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails,
but a party may recover any or all expenses from another party if the arbitrator, applying applicable
law, so determines. The arbitrator's award is final and binding on the parties unless either party
appeals it in writing within fifteen (15) days of notice of the award. The appeal must request a
new arbitration before a panel of three neutral arbitrators designated by the American Arbitration
Association. An award by a panel is final and binding on the parties after fifteen (15) days has
In the event this arbitration clause is not enforceable by the specified arbitration organization, the
parties will mutually agree upon another arbitration organization that will enforce this clause.
Limitation for Bringing Claims.
Customer agrees that regardless of any statute or law to the contrary, any Customer claim
or cause of action arising out of, related to or connected with the use of the TSL.CLICK Products, TSL.CLICK
Metrics or this Agreement must be filed within one (1) year after such claim of action arose or be forever
Relationship of the Parties.
The parties shall be independent contractors under this Agreement, and nothing herein
will constitute either party as the employer, employee, agent or representative of the other party, or
both parties as joint venturers or partners for any purpose.
Entire Agreement and Severability.
This Agreement is the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral,
written or electronic) between the parties with respect thereto. No additional or conflicting terms set
out on Customer order, invoice, statement or other document, or contained in any "shrinkwrap" or "clickwrap"
agreements, are binding. If any provision of this Agreement are found to be unenforceable or invalid,
that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will
otherwise remain in full force and effect and enforceable.
TSL.CLICK shall not be liable for any delay in performing or failure to perform TSL.CLICK's obligations
hereunder where such delay or failure results from any cause beyond TSL.CLICK's reasonable control, including,
without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism,
war, natural disasters, failure of any telecommunications or transportation or of any third party provider
or supplier (e.g., host or app store providers) or labor disputes.
This Agreement is personal to Customer, and is not assignable, transferable or sublicensable
by Customer except with TSL.CLICK's prior written consent. Any attempt to do so without TSL.CLICK's prior written
consent is void. TSL.CLICK may assign, transfer, sublicense or delegate any of TSL.CLICK's rights and obligations
hereunder without consent.
Unless otherwise specified in this Agreement, all notices under this Agreement will be
in writing and will be deemed to have been duly given when received, if personally delivered; when sent,
if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by
recognized overnight delivery service.
The section and paragraph headings in this Agreement are for convenience only and shall
not affect their interpretation. Any use of "including" "for example" or "such as" in this Agreement
shall be read as being followed by "without limitation."
The parties shall comply with all applicable export and import control laws and regulations,
and, in particular, shall not export or re-export the TSL.CLICK Products without all required United States
and foreign government licenses.
The TSL.CLICK Products are "commercial items" as that term is defined at by UK Law,
consisting of "commercial computer software" and "commercial computer software documentation" as such
terms are used in UK governing Law. Any access to or use of the TSL.CLICK Products by any government entity
is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by
UK government entities must be in accordance with British Commercial Law. If Customer uses the TSL.CLICK
Products in its official capacity as an employee or representative
of a UK, state or local government entity and is legally unable to accept the indemnity, jurisdiction,
venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent
as required by applicable law.
Customer may not use TSL.CLICK's logos or trademarks in any manner without TSL.CLICK's prior
written permission, which may be withheld in its sole discretion. Customer grants TSL.CLICK the right to
use Customer's logos or trademarks in any case studies or marketing or publicity materials and on its
website to identify Customer as a customer that uses the TSL.CLICK Services.