Terms Of Use

Revised and Effective Thursday, October 30, 2008

This page sets forth the “Terms of Use” under which you may use our TIER Inc website. Please read this page carefully. If you do not accept these Terms of Use, you are not authorized to use the TIER Inc web site. By using the TIER Inc web site, you are indicating your agreement to be bound by these Terms of Use, without modification. TIER Inc. may revise these Terms of Use at any time by revising this page. You are responsible for frequently reviewing these Terms of Use. If you use the TIER Inc web site after any revision TIER Inc makes to these Terms of Use, you agree to be bound by the Terms of Use as so revised.

GENERAL

TIER Inc makes no claims that the TIER Inc web site, the Materials and/or the Products may be lawfully accessed, viewed or downloaded outside of the United States. Any such use of the TIER Inc web site, the Materials and/or the Products may not be lawful by certain persons or in certain territories. If you access any of these from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of whatever jurisdiction you are in at the time. These Terms of Use are governed by laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the state and federal courts within Boston, Massachusetts, for any claims arising out of or relating to your use of the TIER Inc web site, the Materials, the Products, and/or these Terms of Use. If any provision of these Terms of Use is found to be invalid or unenforceable by any court having competent jurisdiction, then the invalid or unenforceable provision will be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original, and the remainder of the agreement shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional Terms of Use for areas of the TIER Inc web site, a particular “Legal Notice,” or Software License, these Terms of Use constitute the entire agreement between you and TIER Inc with respect to your use of the TIER Inc web site, the Materials and/or the Products. No changes to these Terms of Use shall be made except by a revised posting on this page.

FORBIDDEN USES OF THE TIER INC WEB SITE

You agree to use the TIER Inc web site only to upload, post, send and receive content that is legal and proper and related to the purpose of the TIER Inc web site. By way of example, and not as a limitation, you agree that when using the TIER Inc web site, you will not:

* Upload, post, send or receive any content, or otherwise use the Website, in violation of any applicable law or regulation.
* Upload, post, send or receive any content, or otherwise use the Website in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others, or violate the privacy, publicity or other personal rights of others.
* Upload, post, send, or receive any content or information that is defamatory, obscene, indecent, sexually explicit, threatening, abusive, hateful, harassing or embarrassing to another user or to any other person or entity.
* Upload post or send any incomplete, false, inaccurate or misleading information.
* Impersonate another person, firm or corporation.

* Upload, post or send any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity that requires an up-front or periodic payment, pays commissions only (no significant salary), requires recruitment of other members, sub-distributors or sub-agents.
* Send unsolicited e-mail, including promotions and/or advertising of products or services.
* Delete or revise any material uploaded or posted by any other person or entity.
* Attempt to interfere with service to any user, host or network, including, without limitation, by means of uploading, posting or sending any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or information, including by overloading, “flooding,” “spamming,” “mailbombing” or “crashing” it.

* Use any device, software or routine to interfere or attempt to interfere with the proper working of the TIER Inc web site or any activity being conducted on the TIER Inc web site.
* Take any action that imposes an unreasonable or disproportionately large load on the TIER Inc web site’s infrastructure.
* If you have a password that allows access to any non-public area of the TIER Inc web site, disclose to or share your password with any third party or use your password for any unauthorized purpose.
* Use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the TIER Inc web site other than the search engine and search agents available from TIER Inc on the TIER Inc web site and other than generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Explorer, Mozilla Firefox).
* “Data mine”.

* Attempt to decipher, de-compile, disassemble or reverse engineer any of the software comprising, or in any way making up, any part of the TIER Inc web site.
* Access any content not intended for your use or log into a server or account that you are not authorized to access.
* Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
* Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Actions that contravene these prohibitions or that otherwise compromise the security of the TIER Inc web site or TIER Inc’s system or network may result in civil or criminal liability. TIER Inc will investigate suspected compromises of its security, may take any action it deems necessary or appropriate in response to any contravention of these prohibitions or in response to security compromises, and may cooperate with law enforcement authorities in prosecuting users who are involved in such compromises and/or violations.

GENERAL USES OF THE TIER INC WEB SITE

The TIER Inc web site may be used only for lawful and proper purposes. Provided that you otherwise fully comply with the provisions of these Terms of Use, TIER Inc authorizes you to view, download and print out a single copy of any material on the TIER Inc web site, solely for your personal, noncommercial use.

The content of the TIER Inc web site, including but not limited to text, graphics, images, sounds, music, logos, button icons, software, individual screen displays, operational characteristics and functionality, machine-readable code (Object Code), human-readable code (Source Code), and HTML code (collectively, the “Materials”), are protected under United States and international copyright, trademark and other laws. All Materials are the property of TIER Inc or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the TIER Inc web site is the exclusive property of TIER Inc and protected under United States and international copyright laws. Unauthorized use of the TIER Inc web site and/or the Materials may violate copyright, trademark, and other laws, and is a breach of these Terms of Use. You may not remove or obscure any copyright, trademark, service-mark or other proprietary notice contained in any Materials on any copy you make of such Materials. Unless otherwise specified herein, you may not modify, print out, distribute, transmit, publicly display, publicly perform, communicate to the public, reproduce, publish, license, create derivative works from, transfer or sell any of the Materials. The use of any of the Materials on any other TIER Inc web site or in a networked computer environment for any purpose is prohibited.

USER REGISTRATION AND PASSWORD

You are responsible for maintaining the confidentiality of any password you may receive. You are responsible for all uses of your password, whether or not authorized by you. You agree to notify TIER Inc immediately of any unauthorized use of your password.

USER INFORMATION

The Terms of Use applicable to any information you provide to TIER Inc or that TIER Inc collects about your use of the TIER Inc web site are set forth in TIER Inc’s Privacy Policy, which is incorporated herein by reference.

USER SUBMISSIONS

You are solely responsible for the form and accuracy of any content or other communications you upload, post or send to or through the TIER Inc web site. TIER Inc is under no obligation to upload, post or send any material you submit for such purpose or any purpose, and may remove any such material at any time in TIER Inc’s sole discretion. No compensation will be paid to you with respect to any content or communication that you submit to the TIER Inc web site.

TIER Inc does not vouch for or guarantee the truthfulness, accuracy, or reliability of any user-submitted content or communications. You acknowledge that any reliance you place on such material will be at your own risk.

TIER Inc acts as a passive conduit for the online display, transmission and distribution of user-submitted content and communications and has no obligation to and takes no responsibility for screening, monitoring or reviewing any such materials.

TIER Inc reserves the right to review and remove, or take any other action with respect to user-submitted content and communications that it deems necessary or appropriate in its sole discretion. TIER Inc has no liability or responsibility to users for performance or nonperformance of any such actions. TIER Inc also reserves the right to expel users and prevent their further access to the TIER Inc web site for violating either the letter or the spirit of these Terms of Use or violating any applicable law or regulation.

By submitting content to any public or non-public area of the TIER Inc web site, including, but not limited to message boards, forums, contests and chat rooms, you grant TIER Inc and its affiliates the royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, publicly perform and publicly display (in whole or in part), and/or to incorporate such content in other works in any form, media, or technology now known or later developed, for the full term of any rights that may now or ever exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license referred to above. You also hereby grant to any user of the TIER Inc web site the right and authority to access, display, view, store and reproduce such content for personal, noncommercial use. Subject to the foregoing, the owner of such content placed on the TIER Inc web site retains any and all rights that may exist in such content.

LINKS TO OTHER SITES

The TIER Inc web site contains links to third-party TIER Inc web sites. These links are provided as a convenience to you. TIER Inc does not control and is not responsible for the content of third-party TIER Inc web sites to which the TIER Inc web site may be linked, and does not make any representations regarding the accuracy, copyright compliance, legality or decency of any of the content or other materials on such third-party TIER Inc web sites. TIER Inc encourages you to exercise discretion while browsing the Internet and the TIER Inc web site. If you decide to access linked third-party TIER Inc web sites, you do so at your own risk.

TIER INC’S LIABILITY

Because user authentication on the Internet is difficult, TIER Inc cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on the TIER Inc web site, in the event that you have a dispute with one or more users, you release TIER Inc (and our agents and employees) from any and all claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

We are under no legal obligation to, and generally do not, control the content or communications provided by other users, which is made available through the TIER Inc web site. By its very nature, other user’s content and communications may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using the TIER Inc web site.

The Materials may contain inaccuracies or typographical errors. TIER Inc makes no representations about the accuracy, reliability, completeness, or timeliness of the TIER Inc web site or the Materials. Your use of the TIER Inc web site and the Materials is at your own risk.

TIER INC DOES NOT WARRANT THAT THE TIER INC WEB SITE WILL OPERATE ERROR-FREE OR THAT THE TIER INC WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE TIER INC WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TIER INC IS NOT RESPONSIBLE FOR THOSE COSTS.

TIER Inc does not represent or endorse the accuracy or reliability of any of the materials contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the TIER Inc web site, nor the quality of any products, information or other materials displayed purchased, or obtained by you as a result of any advertisement or other information or offer on or in connection with the TIER Inc web site (the “Products”). You hereby acknowledge that any reliance you place upon any Products shall be at your sole risk.

TIER Inc reserves the right, in its sole discretion and without any obligation, to make changes to, or correct any error or omissions in any portion of the TIER Inc web site, the Materials and/or the Products.

THE TIER INC WEB SITE, THE MATERIALS AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TIER Inc, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. TIER Inc MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE TIER INC WEB SITE, THE MATERIALS, THE PRODUCTS AND/OR ANY LINKS.

DISCLAIMER OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TIER Inc, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE TIER INC WEB SITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATING TO THE USE OR INABILITY TO USE THE TIER INC WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TIER Inc IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF COMPANY’S LIABILITY

The aggregate liability of TIER Inc to you for all claims arising from the TIER Inc web site and/or the use of the Materials or Products is limited to $100.

TERMINATION

TIER Inc reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of your postings from this TIER Inc web site and immediate termination of your registration with or ability to access the TIER Inc web site and/or any other service provided to you by TIER Inc, upon any breach by you of these Terms of Use or if TIER Inc is unable to verify or authenticate any information you submit to the TIER Inc web site.

YOUR INDEMNITY

You agree to defend, indemnify, and hold harmless TIER Inc, its officers, directors, employees, agents, customers and clients from and against any claims, actions or demands, including without limitation reasonable attorney and accounting fees, resulting from or arising out of any content or communications you post or transmit through the TIER Inc web site, your use of the TIER Inc web site, the Materials or the Products, or your violation of the terms of these Terms of Use. TIER Inc shall provide notice to you promptly of any such claim, action or demand and may, in Company’s sole discretion, assist you, at your expense, in its defense or settlement.

BINDING ARBITRATION

In case of a dispute that cannot be resolved through an informal dispute resolution process, both parties may elect to submit that dispute to confidential arbitration in Los Angeles, California. Arbitration means a fair hearing before a neutral arbitrator instead of in a court by a judge or jury. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

ADDITIONAL TERMS OF USE

Certain areas of this TIER Inc web site may be subject to additional Terms of Use. By using such areas, or any part thereof, you agree to be bound by the additional Terms of Use applicable to such areas. In the event that any of the additional Terms of Use governing such areas conflict with the Terms of Use contained herein, these Terms of Use shall control.