Terms of Service

• Accepting these Terms of Service through an executed sales order, or
• Clicking to accept these Terms of Service when accessing the platform

1. Your Account; Eligibility Restrictions

• Account Information. You will need to set up an account or have a direct integration in order to access the Service and Technology, including to receive Output Data. You must only provide Account Information that is your own and that is accurate. You must also keep your contact information up to date, so that we may contact you if needed, such as to deliver any important notices.
• Eligibility restrictions. You shall ensure that only your employees or service providers, or the employees or service providers of your wholly or majority owned subsidiaries who have been expressly authorized by you to use the Service in accordance with this Terms of Service, shall use or otherwise access the Service (“Authorized Users”). You may not use the Service or Technology if you or any of your Authorized Users are a competitor of TitanX (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. You must comply with any other eligibility restrictions on Authorized Users set forth in the Sales Order Form and ensure that your Authorized Users comply with these Terms.
• Account security. We make no representations or promises regarding the security of the Service. Despite our security efforts (see https://trust.titanx.io for our Trust Center), it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You agree and understand that you will be liable for any activity that occurs through your account and further acknowledge and agree that you and your Authorized Users:
  1. are solely responsible for maintaining the confidentiality and security of your Account Information and account credentials such as your username and password.
  2. may not share your account credentials and must restrict access to your computer and other devices.
  3. must access the Service and our network, systems, or applications only through encrypted connections.
  4. must maintain up-to-date OS (operating system) patching and active anti-malware on the end-user devices used to connect to the Service or our environment.
  5. must ensure that all terminated employees or other users have their access revoked to the Service within 24 hours of termination.
  6. must notify us promptly (and in any event within 72 hours) of security incidents that could have implications to us (e.g. users with compromised credentials or lost or stolen devices with access to the Service, compromised networks or systems including malware worm or ransomware, etc.).
  7. will reach out to our security investigation team at [email protected] if you suspect any vulnerabilities with our Service.

2. Services 

• TitanX will use commercially reasonable efforts to carry out its responsibilities with respect to the Services and Technology.

3. Payment terms and Credits

• Payment. Customer shall pay TitanX the monthly, quarterly, or annual platform fees and subsequent credit fees for the Platform and Data (the “Fees”) before any services commence. TitanX is under no obligation to begin delivering for Customer until the Fees are paid in full. The Fees are exclusive of all taxes and Customer agrees to pay all taxes, including local, state, federal or foreign sales, use and value-added taxes, or similar charge imposed by any governmental entity in connection with Customer’s receipt and use of the Platform and Data, excluding taxes on TitanX net income. Unless agreed in writing by Customer’s authorized representative, the Fees are inclusive of TitanX expenses. We may increase or otherwise change the fees at the end of any term set forth in a Sales Order Form, in our sole discretion, by providing you with written notice (which may be by email or another conspicuous method).
• Credits and Expiration of Credits. All credits purchased or otherwise obtained by you in connection with your use of the Service are subject to the rules and restrictions hereunder. These credits may not be resold or transferred. Credits, if for a paid account, do not have an expiration date. If Customer does not renew after their billing cycle, Customer will be downgraded to our Basic plan at a $0 monthly cost and a modified $1 per credit above and beyond the credit balance. In the event Customer chooses to delete their account entirely, all credits will be foregone.
  
  ‍Please do not purchase credits if you are not able to use them, as no refunds will be given. You may not sell or transfer your credits, or purchase credits except directly through us.

4. Term; Renewal

• Your subscription is for the initial service term as specified in the Sales Order Form and shall be renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal and/or cancels the subscription (i) at least thirty (30) days prior to the end of the then-current term for annual subscriptions or (ii) prior to 11:59 p.m. Pacific Time on the day before your next recurring billing date for monthly subscriptions. Subscriptions are non-cancelable during the term specified in the Sales Order Form.

5. Ownership of Service; Your License to Use the Service

• Ownership. As between you and us, all rights, title and interest in and to the Service, Technology, and the Output Data (including, for avoidance of doubt, all Output Data generated or verified in connection with the licenses you grant us, including without limitation the patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith), are owned by us. For instance, we own any design, compilation or product features inherent in the Service, such as the way that data is organized, curated, presented and delivered, and any know-how or other intellectual property inherent in the way we create, provide, display or make available the Service. These Terms of Service do not grant you any ownership right, title or interest in any of the above. You therefore may not use the Service or Technology, including any Output Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Output Data in any manner or form.
• License to you. Subject to your compliance with these Terms and any Sales, you are granted a non-exclusive, revocable, non-assignable and non-sublicensable license, throughout the term of your subscription to: (i) use the Service solely for your personal and/or internal business purposes; and (ii) store, print or make a copy of Output Data solely for your personal or internal business purposes.
• License restrictions. You represent and warrant that you will comply with the following restrictions. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service and you agree to adhere to them.
  1. Service restrictions:
     • You may not resell, distribute or otherwise disclose or make available the Service, including any functionally similar or equivalent version of the Output Data (hereinafter the “Resale Restriction”). For the avoidance of doubt, you may contact us if you wish to do the foregoing, in which case we may, in our sole discretion, enter into a separate agreement with you permitting resale.
     • You may not access the Service, including any functionally similar or equivalent version of the Output Data, on behalf of any third-party entity or organization.
     • You may not transmit information to or through the Service that is fake or fictitious, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Service.
     • You may not develop any service, product, toolset, dataset or derivative work from the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
     • You may not reverse engineer, decompile or disassemble the Service (in whole or in part).
     • You may not access the Service or extract data from the Service in a way that exceeds your authority from us or violates these terms or other policies or restrictions we have implemented (whether such implementation is verbal or technical in nature).
     • You may obtain Output Data solely through the APIs and interfaces provided by us. You shall not use any other manual or automated means, (including “data scraping,” crawlers or bots) in order to access or obtain the Service.
     • You may not leverage, consult with, use, review (in trial, free, or paid form) or rely upon the Service to develop or create a product or feature that is competitive with the Service (or any portion thereof).
  2. Restrictions on the use of Output Data: You may not use the Service (including use of the Service to call, SMS, email, or other communications):
     • in a manner that violates any applicable laws (including, without limitation any marketing or data privacy and security laws) or industry best practices or that would cause us to violate applicable law. In particular you agree not to use the Service in a manner that would violate the U.S. CAN-SPAM Act of 2003, the Canadian Anti-Spam Legislation (CASL), the U.S. TCPA, the Telemarketing Sales Rules or any similar such laws.
     • to advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed.
     • to advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group).
     • to violate any securities or commodities regulations (such as to support a “pump and dump” scheme).
     • to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group or entity.
     • to violate or promote any violation of any person’s or entity’s intellectual property rights.
     • to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.
• Notice of violation; suspension. In the event you are aware of or suspect a violation of these restrictions and policies, please notify us at [email protected]. We will determine compliance with these restrictions at our sole discretion. In the event that we confirm or reasonably suspect that you have failed to comply with these Terms or have otherwise used the Service in an abusive or fraudulent manner or in a manner intended to circumvent our stated policies or rules, we may immediately terminate your access to the Service, and, upon our written demand, you shall cease all use of the Service and the Output Data.
• Our marks. The TitanX™️ and Phone Ready Leads® name and logos are trademarks of ours, and may not be copied, imitated or used, in whole or in part.

6. Ownership of the Submitted Data; Our License to Use and Share the Submitted Data

• By submitting any data to TitanX, you agree to the following terms regarding data ownership and usage:
  • Data Submission: Users may submit spreadsheets or other data formats (for instance, data from data provider, CRM, or sales engagement platform) to our platform for the purpose of enrichment, scoring, and analysis.
  • Ownership Rights: As between you and us, all right, title, and interest in and to Submitted Data is owned by you.
  • The Licenses You Grant Us. You agree to and hereby do grant us a license to:
    • host, access, copy, use, transfer, and process the Submitted Data for the purpose of providing, developing and improving the Service and supporting you under these Terms.
    • analyze Submitted Data, in order to provide, develop and improve the Service. For the avoidance of doubt, you retain all ownership of Submitted Data and we retain all ownership in and to all system performance data, algorithms, and aggregated results of such algorithms. As a data processor, TitanX is not permitted to resell your Submitted Data to any other third party. The foregoing license granted to us shall be worldwide, non-exclusive, irrevocable, perpetual and royalty-free. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.
  • Privacy and Confidentiality. While TitanX will have ownership rights over the submitted data, we are committed to maintaining the privacy and confidentiality of your data. We will not disclose any personally identifiable information to third parties without your consent, except as required by law.

7. The Representations You Make To Us. You represent and warrant that:

• you have all necessary rights, permissions, and authority to provide and license the Submitted Data to us (in whole and in part) for our use as described hereunder, and that doing so will not put you in violation of any contracts you have signed or any laws.
• the Submitted Data is true, accurate, and of living persons and does not contain any sensitive information or sensitive Personal Information, including any information about individuals under the age of 18.
• providing the Submitted Data to us does not violate the U.S. HIPAA law: for instance, it is not (in whole or in part) a list of hospital or doctor's patients, or a similar dataset consisting of patients or clients of an entity subject to HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional). Similarly, you agree not to provide us with Submitted Data consisting of a list of clients of an entity covered by the GLBA, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies.

8. Privacy and Confidentiality. While TitanX will have ownership rights over the submitted data, we are committed to maintaining the privacy and confidentiality of your data. We will not disclose any personally identifiable information to third parties without your consent, except as required by law.

9. Required Consumer Consents and Permissions; Your Responsibilities

1. Responsibility for your use of Output Data. You acknowledge and agree that you are solely responsible and liable for your use of the Output Data and any communications made in connection with your use of the Output Data.
2. Notice and consent. You acknowledge that in some countries, U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their Personal Information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
3. Legal bases for processing. In connection with the Services, you may access, receive or otherwise process Output Data which is subject to various privacy and security laws governing Personal Information such as the UK/EU GDPR. If you do so, you agree that you will only access, use or otherwise process such Output Data:
   • pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of applicable laws, or
   • pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Output Data for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Output Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
4. Compliance with law. You shall comply with all laws applicable to your use of the Service. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).

10. Data Privacy and Security

1. Data Processing Agreement. The TitanX Data Processing Addendum is hereby incorporated by reference into these Terms. The parties shall comply with the terms of the TitanX Data Processing Addendum as it relates to all processing of Personal Information in connection with these Terms.
2. Privacy Policy. You acknowledge the collection, use, disclosure and other handling of information, including Personal Information, described in our Privacy Policy (https://app.titanx.io/security/privacy​), which we may update from time to time.

11. Disclaimers

1. Your use of the service is at your own risk. The service (and all output data provided therein) are provided on an “as is” and “as available” basis. We disclaim all warranties and representations, either express or implied, with respect to the service, including, without limitation, any warranties (1) of merchantability or fitness for a particular purpose, (2) of informational content or accuracy, (3) of non-infringement, (4) of performance, (5) of title, (6) that the service will operate in an error free, timely, secure, or uninterrupted manner, is current and up to date and accurately describes anything, or is free of viruses or other harmful components, (7) that any defects or errors in the service will be corrected, (8) that the service is compatible with any particular hardware or software platform, or (9) that we will enforce the terms of service against others to your satisfaction. Efforts by us to modify the service shall not be deemed a waiver of these limitations or any other provision of these terms of service. Some jurisdictions limit or do not allow the disclaimer of implied warranties. In such states, these warranties will be disclaimed only to fullest extent permitted by law.

12 . Limitation of Liability

1. Apart from customer’s indemnification obligations herein, neither party (nor its respective officers, directors, agents, employees, representatives, affiliates, parents, subsidiaries, sublicensees, successors and assigns, independent contractors, and related parties) shall be liable to the other party for any loss of profits, loss of use, loss of data, interruption of business, or any indirect, incidental, special or consequential damages arising out of or in any way connected with the use of the service or with the delay or inability to use same, or for any breach of security, or for any content, products, and services obtained through or viewed on the service, or otherwise arising out of the use of same, whether based on contract, tort, strict liability, regulation, common law precedent or otherwise, even if the respective party has been advised of the possibility of damages and even if such damages result from a party’s entity’s negligence or gross negligence.
   
   In no event shall our aggregate liability for any claim under or relating to these terms or the service exceed the total of the amount paid by you to us during the 12 months prior to the date on which the claim arose.
   
   Additional disclaimers from us may appear within the service and are incorporated herein by reference. To the extent any such disclaimers place greater restrictions on your use of the service or the material contained therein, such greater restrictions shall apply.
   
   Some jurisdictions restrict or do not allow some of the foregoing limitations of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, our liability shall be limited to the fullest extent permitted by law.

13 . Arbitration, Class Action Waiver and Applicable Law (Please read this section carefully. It may significantly affect your legal rights)

1. Arbitration and class-action waiver.
   • Federal Arbitration Act. You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
   • Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at [email protected], or we may contact you using the last available information we have for you.
   • Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from section 11.
   • Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this section 11) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, section 11. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at 35 Market Square, Ste 201, Knoxville, TN 37902. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in Knox County, Tennessee, United States of America, and you and we agree to submit to the personal jurisdiction of any court in Knox County, Tennessee, United States of America, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
   • Class action waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND TITANX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decision maker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then section 11 shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
   • 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of section 11 by sending a written notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of section 11. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this section 11. You have the right to consult with counsel of your choice concerning this section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this section 11. If you opt out of section 11, we also will not be bound by it in disputes with you.
   • Changes to this Section. We will provide (60) days notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 11 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
   • Survival. This section 11 shall survive any termination of these Terms of Use.
2. Limitations to this agreement to arbitrate. This section (Arbitration and Class Action Waiver) shall be limited as follows:
   • Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
   • Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
3. Applicable Law. The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of Delaware, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in Delaware (or by a small claims court located elsewhere in the United States when section 11 applies). We both agree to submit to the personal jurisdiction of the courts located within Delaware (or a small claims court located elsewhere in the United States when section 11 applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.

14 . Indemnification

15 . Changes to the Service

16 . Confidentiality

1. Confidential Information. From time to time under these Terms, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party that is clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively “Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes lawfully and generally available to the public other than as a result of Receiving Party’s breach of this section 14 or any other duty or obligation of confidentiality owed to the other Party, (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information, (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder as evidenced by its records, or (iv) was or is independently developed by Receiving Party without using any Confidential Information. Without limitation, the ”Output Data” is TitanX’s Confidential Data.
2. Obligations. Receiving Party will: (i) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use Disclosing Party’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under these Terms, and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees, agents, contractors, attorneys or representatives (“Representatives”) acting in the course of their obligations and rights hereunder.
3. Required Disclosure. If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy and Receiving Party must only disclose or furnish that portion of Confidential Information as such Receiving Party or the applicable Representative is legally obligated or compelled to so produce or disclose.
4. Return or Destruction. At the Disclosing Party’s request, the Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party. However, nothing contained herein will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that; such Confidential Information will remain subject to the confidentiality obligations set forth herein.
5. Remedies. In the event of a breach of this section 14, the Receiving Party understands and agrees that direct money damages may not be an adequate remedy for any breach of these Terms by it and that the Disclosing Party may be entitled (without exclusion of other remedies herein) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the Disclosing Party to secure or post any bond in connection with such remedy.
6. Conflicting Obligations. The provisions of this section 14 supersede and replace in whole any previous confidentiality, non-disclosure or similar agreement between the Parties.

17. Equitable Relief

18. Miscellaneous

1. Complete Agreement and Understanding. These Terms of Service are the entire and exclusive understanding and agreement between us and you regarding the Service as well as the Submitted Data. These Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topics (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between us), provided that any modification in a Sales Order Form or SOW shall govern and supersede any conflicting provision in these Terms.
2. Our Relationship With You. The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship).
3. Assignment. We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
4. Severability. If any provision of these Terms is determined by a court to be invalid, illegal or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable and distinct from each other.
5. Waiver. If we (or you) don't enforce any part of these Terms, it won't be considered a waiver. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
6. Notice. Legal notices to us (including but not limited to termination notices) must be sent to [email protected] or 35 Market Square, Ste 201, Knoxville, TN 37902. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Service or to the email or other address you have provided to us.
7. Termination.
   • Termination for cause. In addition to any other remedies it may have, either party may terminate these Terms, effective immediately, if (A) the other party breaches these Terms and fails to cure such breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment), or (B) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Sales Order Form; or if you have prepaid any fees, then those fees are nonrefundable.
   • Termination for convenience. In addition to the right to terminate for cause, (a) for paid subscriptions, we may terminate these Terms for convenience by providing you at least thirty (30) days' prior written notice; and (b) for unpaid accounts only, either party may terminate these Terms, effective immediately, by providing the other party written notice. For paid subscriptions, you will pay in full for the Service up to and including the last day on which the Service is provided.
   • Effect of termination. If these Terms terminate, you will no longer be authorized to access the Services (except as provided under section 4 hereunder).
   • Inactivity. For non-paying customers, if there is no activity in your account for six (6) months or more, TitanX reserves the right to deactivate your account, delete data from your account and/or restrict access to certain functionality in your account, at TitanX’s sole discretion and with written notice to Customer.
   • Survival. Sections 1 and 5-12, 14-16 of these Terms will survive termination.
8. Force Majure. We will not be deemed responsible or liable for any failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond our control, including, without limitation, where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
9. Monitoring. We, or service providers working with us, may monitor the Service for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Service is being accessed and used. We will be the sole and final arbiter as to whether the Service is being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Service immediately and without notice. In such a situation we also may seek civil, criminal or injunctive relief, at our sole discretion and without obligation, to enforce this Terms of Service and the law.