PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, EVEN IF YOU HAVE NOT READ THEM. IT IS IMPORTANT TO READ THIS ENTIRE AGREEMENT. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS SECTION 11 WARRANTY AND SECTION 12 LIMITATIONS.
This Agreement governs the relationship between Tiliniam Network LLC ("Tiliniam Network") and the "Client" who purchases services and "the Company" who sells services. A "User" is defined as either a Company or Client.
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Companies will pay Tiliniam Network its standard fees set out and presented upon registration on the Tiliniam Network web site. Tiliniam Network may change its standard fees or levels of service at any time, provided that such changes will not commence earlier than the end of the then current Term. Clients purchasing Tiliniam Network services will have no obligation for fees other than Tiliniam Style which is an optional service. However Tiliniam reserves to the right to modify or add any fees as the business dictates.
All fees are payable to Tiliniam Network as milestones are met and released by the Client.
Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%).
All payments paid are not refundable absent default by Tiliniam Network.
Payments for services on the Tiliniam Network work are to be made through Tiliniam Network's Escrow/Payment system. Payments for the purchase of services through the Tiliniam Network are held by Tiliniam Network until the agreed upon milestones are met between the Company and the Client. Clients and Companies may not sure any other may payment method other than Tiliniam Network's payment system You agree not to circumvent the Tiliniam Network Payment Service. Prohibited acts include (but are not limited to) the following:
This Agreement will commence when the Usersregisters on Tiliniam Network. The Term will continue for the term specified at the time of registration, unless renewed by the client or unless terminated by either party as permitted by this Agreement. If this Agreement or the Services are terminated, Tiliniam Network will provide the User with 30 days to retrieve any material it has placed on the Tiliniam Network website
The contents of the Tiliniam Network website are owned by and copyrighted by Tiliniam Network or other parties posting material and contains trade-marks of Tiliniam Network and others. Material on the Tiliniam Network website may only be copied or reproduced to the extent explicitly permitted.Tiliniam Network has no ownership interest in any Userdata, trade-marks or other content the Client places on the Tiliniam Network website. The Userhereby licenses same to Tiliniam Network only to the extent required to provide the Services.
Once Tiliniam Network's payment service is used, then each party using the payment service agrees that upon the purchaser Client approving the release of payment pursuant to the payment service, the Company automatically transfers and assigns to the purchaser Client all right, title and interest, absolutely, to the copyright and other intellectual property in or relating to the final product throughout the world, free of all licenses, mortgages, charges or other encumbrances, unless agreed otherwise by the parties in writing.
Once Tiliniam Network's payment service is used, then each party using the payment service agrees that upon the purchaser Client approving the release of payment pursuant to the payment service, the Company automatically transfers and assigns to the purchaser Client all right, title and interest, absolutely, to the copyright and other intellectual property in or relating to the final product throughout the world, free of all licenses, mortgages, charges or other encumbrances, unless agreed otherwise by the parties in writing.
Tiliniam Network may immediately terminate this Agreement or suspend the a Company's or Client's access to the Services without notice upon the occurrence of any of the following events: (a) Client fails to make any payments when due; (b) User fails to comply with any provision of this Agreement; (c) User attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Tiliniam Network; or (d) User files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the User, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by User of any act or proceeding for the winding up of its business.
The User is responsible for all activity it conducts using the Services. The User will abide by all applicable laws relating to its use of the Services. The User will not use the Services for purposes proscribed by Tiliniam Network from time to time, including without limitation illegal or inappropriate purposes; sending spam; perpetration of security breaches; hacking; privacy breaches; fraudulent activity; distribution of viruses or other harmful code; transmission, distribution or storage of any material protected by copyright, trade-mark, trade secret or other intellectual property right without proper authorization, or material that is obscene, defamatory, fraudulent, infringing or abusive; any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment; or to interfere with any other person's use and enjoyment of the Tiliniam Network website.
Tiliniam Network does not routinely monitor all material placed on the Services, but may in its discretion delete or modify any material offending the above that comes to its attention.
Tiliniam Network may limit the amount of storage space used by individual Clients for media files if in its discretion the amount used is excessive.
The User will abide by any Tiliniam Network policies adopted by Tiliniam Network from time to time regarding the Services. The User will provide Tiliniam Network with complete and accurate contact and billing information and update as it changes. TheUser access to the Services requires logon ID's and passwords. It is the User's responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep login ID's and passwords confidential. The Userwill report to Tiliniam Network immediately after its discovery of any compromise of its passwords or suspected unauthorized use of the portion of the Services under its control.
Tiliniam Network will use commercially reasonable efforts to provide its Services on a continuous basis, subject to reasonable maintenance requirements and matters beyond Tiliniam Network's reasonable control. Tiliniam Network may make changes to its website and/or its Services at any time in its sole discretion without notice.
THE SERVICES ARE PROVIDED "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" AND AT THE USER'S SOLE RISK. TILINIAM NETWORK DOES NOT WARRANT THAT ITS WEBSITE OR SERVICES ARE ACCURATE OR ERROR FREE, THAT IT WILL OPERATE WITHOUT PROBLEMS OR WITHOUT INTERRUPTION, OR THAT IT WILL SATISFY THE USER's EXPECTATIONS. TILINIAM NETWORK HAS NO RESPONSIBILITY FOR ANY ISSUES THAT ARISE BETWEEN THOSE USERs. ALL SUCH ACTIVITY, AND ANY ENFORCEMENT, BREACH, TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITY IS SOLELY BETWEEN THOSE TWO PARTIES, WITHOUT ANY LIABILITY OR OBLIGATION OF ANY KIND WHATSOEVER BY TILINIAM NETWORK.
THE USER ACKNOWLEDGES THAT TILINIAM NETWORK MAY PROVIDE PORTIONS OF ITS SERVICES USING SERVICES AND SOFTWARE PROVIDED BY THIRD PARTIES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, TILINIAM NETWORK'S, AND SUCH THIRD PARTIES', WARRANTIES AND LIABILITIES FOR ANY MATTERS ARISING FROM SUCH SERVICES AND SOFTWARE SHALL NOT EXCEED THOSE PROVIDED TO TILINIAM NETWORK FROM SUCH THIRD PARTIES.
THE USER ACKNOWLEDGES THAT TILINIAM NETWORK PROVIDES AND FACILITATES THE TILINIAM NETWORK WEBSITE, BUT IS NOT RESPONSIBLE FOR ANYTHING PLACED ON THE WEBSITE BY OTHER USERS.
ANY THIRD PARTY SITES THAT ARE LINKED TO THE TILINIAM NETWORK WEBSITE ARE NOT UNDER TILINIAM NETWORK'S CONTROL. TILINIAM NETWORK IS NOT RESPONSIBLE FOR ANYTHING ON THE LINKED SITES, INCLUDING WITHOUT LIMITATION, ANY CONTENT, LINKS TO OTHER SITES, ANY CHANGES TO THOSE SITES, OR ANY POLICIES THOSE SITES MAY HAVE. TILINIAM NETWORK PROVIDES LINKS AS A CONVENIENCE ONLY AND SUCH LINKS DO NOT IMPLY ANY ENDORSEMENT BY TILINIAM NETWORK OF THOSE SITES OR THEIR OWNERS. TILINIAM NETWORK HAS THE RIGHT TO REMOVE SUCH LINKS AT ITS SOLE DISCRETION.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, TILINIAM NETWORK AND ITS SUPPLIERS EXPRESSLY EXCLUDE AND DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE EXTENT APPLICABLE BY LAW.
IN NO EVENT IS TILINIAM NETWORK OR ITS SUPPLIERS LIABLE FOR ANY BUSINESS INTERRUPTION, LOST PROFIT, REVENUE, DATA OR DATA RECONSTRUCTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE, EVEN IF TILINIAM NETWORK OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF TILINIAM NETWORK, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE SHALL NOT EXCEED THE FEES PAID TO TILINIAM NETWORK BY THE CLIENT FOR THE 6 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
THE PARTIES ACKNOWLEDGE THAT TILINIAM NETWORK HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM A FUNDAMENTAL AND ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THEY SHALL APPLY EVEN IF THIS AGREEMENT IS FOUND TO HAVE FAILED IN ITS FUNDAMENTAL OR ESSENTIAL PURPOSE OR BEEN FUNDAMENTALLY BREACHED.
The User will indemnify Tiliniam Network for any expenses Tiliniam Network may incur resulting from the User's violation of this Agreement, including, without limitation, any fines, fees, legal expenses, and labor for investigation and resolution.
Tiliniam Network may amend this Agreement from time to time. This Agreement cannot otherwise be amended or modified, other than by a change made in writing, dated and executed by the parties. If there is both an executed and a click-wrap version of this Agreement, the executed version shall govern if the terms differ.
Tiliniam Network may amend this Agreement from time to time. This Agreement cannot otherwise be amended or modified, other than by a change made in writing, dated and executed by the parties. If there is both an executed and a click-wrap version of this Agreement, the executed version shall govern if the terms differ.
To resolve disputes which may arise between the parties, any party will notify the other in writing of its intent to escalate to each party's President or CEO.
If the issue is not resolved within ten (10) days, then the resolution of the dispute shall be referred to a mediator chosen by the parties. If the parties are unable to agree on a mediator, then either party may apply to a judge in the State of California, and such judge shall appoint an independent mediator with relevant experience and sufficient qualifications to provide mediation services to the parties.
If the parties are unable to resolve the dispute with the assistance of the mediator within fifteen (15) days of the appointment thereof, the dispute shall be settled by arbitration in accordance with standard arbitration practices in the State of California. The award of the arbitration shall be final and binding upon the parties, and enforceable in any court of competent jurisdiction. The venue for any arbitration hereunder shall be Los Angeles or San Diego, California.
Nothing in this section shall defer or interfere with the entitlement of either party to obtain injunctive relief.
Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, product capabilities or lack thereof), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought reasonably to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; and (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed.
The parties will (i) not use Confidential Information for any purpose other than that contemplated by this Agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this Agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party's obligations to the other, and are under similar confidentiality obligations.
The parties will treat any personal information in the possession of the other party that they may have access to under this Agreement as required under applicable privacy legislation and each party's own privacy policy as it exists from time-to-time.Tiliniam Network's privacy policy is available here. Neither party shall use or disclose such personal information in any way except pursuant to the other party's instructions, to the extent necessary to perform this Agreement, or pursuant to the permissions granted by the individual. Tiliniam Network will use security measures adequate to the sensitivity of the personal information to protect personal information. If Tiliniam Network subcontracts any part of its obligations hereunder it will obtain contractual obligations similar to this section from the subcontractor.
This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party.
The provisions of this Agreement pertaining to Confidential Information, privacy, and use restrictions shall survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
Neither party is liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.
All required notices, or notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Tiliniam Network to the address listed on the contact portion of Tiliniam Network website, and if to the Client to the address set out on its profile. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received.
Suite 2250
777 South Figueroa Street
Los Angeles, Ca 90017
