END USER LICENSE AGREEMENT FOR THE TICK-IT® SOFTWARE

PLEASE READ THIS CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND BALAYA, LLC (“Balaya”).

BY SELECTING THE "I AGREE" BUTTON BELOW YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS (“TERMS”) STATED IN THIS AGREEMENT. IF YOU SELECT "I DISAGREE," YOU WILL NOT BE ALLOWED TO USE OR VIEW THE TICK-IT® SOFTWARE. DO NOT SELECT "I AGREE" UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THE FOLLOWING TERMS. IF YOU DO NOT WISH TO AGREE TO THESE TERMS YOU MAY NOT USE OR VIEW THE TICK-IT® SOFTWARE.

Section 1. License.  Subject to the terms, restrictions and conditions set forth herein, Balaya hereby grants you (“you” or “Licensee”) and Licensee hereby accepts, a non-exclusive, non-transferable, revocable in Balaya’s sole discretion, license to use the Tick-It® software (the “Tick-It®”) solely for Licensee’s own internal, end-use purposes only.

Section 2. Restrictions. Licensee agrees it shall not, directly or indirectly:  (a) sell, lease, assign, sublicense or otherwise transfer the Tick-It® to any third party; (b) modify, duplicate, reproduce or copy (except to make one backup copy) the Tick-It®; (c) make derivative works based upon the Tick-It®; (d) disclose, divulge or otherwise make available the Tick-It® to any third party; (e) use the Tick-It® in any manner other than as expressly allowed by these Terms; (f) decompile, disassemble or otherwise attempt to reverse engineer the Tick-It®; or (g) transmit through the Tick-It® any virus, worms, defects, Trojan horses, or other items of a destructive nature.

Section 3. Intellectual Property Ownership. Licensee agrees that Balaya or its suppliers own all right, title and interest, including but not limited to copyright, trademark, patent, trade secret, and all other intellectual property rights, in and to the Tick-It®. Other than the limited license granted herein, Licensee hereby acknowledges that nothing in these Terms are meant or shall be deemed to give Licensee any rights in any works of authorship, copyrights, trademarks, patents, or trade names owned by Balaya.

Section 4. Content and Information Provided by Licensee.  From time to time, you may post certain content to the Tick-It®, including without limitation data, text, photos, audio clips, graphics and videos (collectively, “Licensee Content”).  Licensee will continue to own all such Licensee Content.  However, Licensee hereby grants Balaya a non-exclusive, transferable, sub-licensable, royalty-free worldwide right and license to use the Licensee Content in connection with transmitting, displaying, storing or otherwise manipulating such Licensee Content so that members of your groups may view and/or interact with such Licensee Content.

Section 5. Appropriate Content and Conduct. You understand and agree that Balaya may review and delete any data, text, information, graphics, photos, profiles, audio or video clips, links, or other content posted by you, including without limitation any Licensee Content (collectively, “Content”) that, in the sole judgment of Balaya, violate these Terms, or which might be offensive or illegal, or that might threaten the safety of, violate the rights of, or otherwise harm other users. You are solely responsible for the content that you post on through the Tick-It® or transmit to other users.

If any content you post through the Tick-It® contains links to other websites, you represent and warrant that you have the right to post that link or have obtained permission from the applicable website owner to do so.

Balaya may, but shall have no obligation to, remove content that Balaya determines in its sole discretion is unlawful, fraudulent, threatening, libelous, defamatory, obscene, or otherwise objectionable, or infringes or violates any party’s intellectual property or other proprietary rights or these Terms. Such illegal or unauthorized content includes content that:

• is patently offensive, such as content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming;”
• promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
• promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• displays pornographic or sexually explicit material of any kind;
• provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• is intended or designed to disrupt an ongoing conversation via flaming (a message in which the writer publicly attacks another participant in overly harsh or personal terms) or trolling (deliberately posting derogatory or inflammatory comments in order to bait others into responding); and
• solicits passwords or personal identifying information for unlawful purposes from other users.

Section 6. Registration and Account Security.  You represent and warrant that the registration information you provided is true and accurate.  You further agree that you will: (a) not provide any false information in the future or create an account for anyone other than yourself without permission; (b) not use the Tick-It® if you are under 13; (c) not use the Tick-It® if you are located in a country embargoed by the United States or are on the U.S. Treasury Department’s list of Specially Designated Nationals; (d) keep your contact information accurate and reasonably current; or (e) not share your password or let anyone else access your account.

Section 7.  Changes to these Terms. Balaya reserves the right to modify these Terms from time to time in Balaya’s sole discretion.  While Balaya will attempt to provide you notice of such changes through the Tick-It®, Balaya is under no obligation to provide such notice and any such changes will be effective by publishing or displaying (“posting”) amended Terms to Balaya’s website.  You are responsible for regularly reviewing these Terms so that you will be apprised of any changes.  Your continued use of the Tick-It® indicates your acceptance of the amended Terms.

Section 8.  Changes to the Tick-It®. Balaya reserves the right, in its sole discretion, and from time to time, to change the format or content of the Tick-It® or update, modify or enhance the Tick-It® whether or not such changes, updates, modifications or enhancements would require changes to Licensee’s equipment or computer systems.

Section 9.  No Warranty; Disclaimer.  Though Balaya uses reasonable efforts to ensure otherwise, the Tick-It® may contain errors, bugs, or be otherwise corrupted.  Licensee acknowledges that the Tick-It® is provided “AS IS” and “AS AVAILABLE” and that Balaya makes no warranty as to the Tick-It®.   BALAYA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT (I) THE TICK-IT® WILL BE ERROR-FREE, ACCURATE, OR CURRENT, OR (II) YOUR USE OF THE TICK-IT® WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM LOSS CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BALAYA DISCLAIMS ANY LIABILITY RELATING THERETO. BALAYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, RELATED TO TICK-IT®, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.

Section 10.  Exclusion of Damages; Limitation of Liability. IN NO EVENT SHALL BALAYA OR ITS SUPPLIERS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, AND/OR LOSS OF BUSINESS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT EVEN IF BALAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) DAMAGES IN EXCESS OF THE AMOUNTS PAID HEREUNDER BY LICENSEE.  THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF BALAYA OR ITS SUPPLIERS AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY.

Section 11.  External Content.  Any links included within the Tick-It® that take you to websites not owned or operated by Balaya are not under the control of Balaya and Balaya shall not be responsible for the content of any linked website or any link contained in a linked website.  All such sites shall be subject to the policies and procedures of the owner of such site.  Balaya encourages you to read those policies and know your rights.

Section 12.  User Disputes. Balaya shall not be liable for your interactions with any organizations and/or individuals found on or through the Tick-It®.  These dealings are solely between you and such organizations or individuals.  You agree that Balaya is not responsible for any damage or loss incurred as a result of any such dealings.  Balaya is under no obligation to become involved in disputes between users.  In the event of a dispute, you release Balaya, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes the Tick-It®.

Section 13. Term and Termination.  The license granted herein shall remain in effect until terminated as provided below.  Either party may terminate the license upon notice to the other party. Balaya may terminate the license immediately and without notice to Licensee and disable Licensee’s access to the Tick-It® if Licensee breaches any material term or condition of these Terms, otherwise violates the letter or spirit of these Terms, or otherwise creates any potential legal liability for Balaya.  Upon termination of the license, Licensee agrees to (a) cease any and all use of the Tick-It®; and (b) delete from all computer systems all copies of the Tick-It®.

Section 14.  Indemnity. Licensee shall defend, indemnify, and hold harmless Balaya and its suppliers, employees and agents, from and against any and all suits, proceedings, claims, losses, and damages (including reasonable attorneys’ fees) related to: (i) any breach by Licensee of these Terms, (ii) any claim by a third party that arises from your use or misuse of the Tick-It®, and (iii) any claim that the Licensee Content infringes any copyright, patent, trademark, trade secret or other intellectual property rights.

Section 15.  Government Use. The Tick-It® and any accompanying documentation are provided with restricted rights.  Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph(c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software Restricted Rights), as applicable.

Section 16.  General.

   16.1 Governing Law/Jurisdiction.  This Agreement shall be governed by the laws of the State of Georgia, without regard to principles of conflicts of laws. The parties agree that any legal or equitable claim arising from or related to this Agreement must be brought in the city, state, or federal courts located in Chatham County, Georgia, and the parties consent to the exclusive jurisdiction and venue of such courts.

   16.2 Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

   16.3 Enforcement. Licensee agrees that, notwithstanding any other provision of this Agreement, its breach of this Agreement will cause Balaya irreparable damage for which recovery of money damages would be inadequate, and that Balaya shall be entitled to seek timely injunctive relief to protect its rights under this Agreement in addition to any remedy available at law.

   16.4 Assignment. Licensee may not assign this EULA in whole or in part. Any assignment made in contravention of this provision shall be null and void for all purposes.

   16.5 Entire Agreement.  This Agreement is the complete and exclusive statement of the parties regarding the specific subject matter hereof and supersedes and merges all prior proposals, understandings and agreements, oral or written, between the parties relating to the subject matter hereof.  No modification, amendment, supplements to or waiver of this Agreement shall be binding upon the parties unless made in writing and duly signed by both parties.