Effective Date:

Welcome to TickDo! We invite you to access our websites and use the TickDo service, but please note that your invitation is subject to your agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the provision of the Service (as defined below), so please review these Terms carefully.

What Constitutes Terms of Service?

The Terms of Service constitutes a contract between TickDo and you. The Terms include the provisions set forth in this document and in the Privacy Policy, and other terms or conditions that may be presented by us and accepted by you from time to time in connection with specific Service offerings (all of which we collectively refer to as the "Terms of Service" or "Terms"). If you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.

By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of the text, images, and other data you choose to input, upload, or store in TickDo (collectively, "Content") and your personal information in accordance with such Privacy Policy.

What Service is Provided?

The TickDo Software (as defined below), the TickDo service, and other products, services and websites hosted or made available by TickDo, including, for example our App Center, User Forum, and Help & Learning pages are collectively referred to in these Terms as the "Service". In exchange for being enabled to use the Service, you agree to abide by these Terms.

Who and What Do These Conditions Apply to?

These Terms of Use apply to your use of TickDo with all content, functions, services and rules for the contractual relationship between you and us. Your own General Terms and Conditions of Business will only become part of this agreement if we have explicitly agreed upon this in writing.

We can agree with you on additional Terms of Use with respect to certain applications within TickDo. However, we will duly inform you of such additional Terms and Conditions before use.

We reserve the right to offer additional services. These Terms of Use are aimed at both end users and businesses. End users are persons who conclude legal transactions for a purpose that can be ascribed neither to their commercial nor self- employed professional activities. Businesses are either natural persons, legal entities or legally capable partnerships who exercise their commercial or self- employed professional activities when concluding a legal transaction.

Will There Be Amendments to These Terms of Service?

These Terms may be amended as new features, technology, or legal requirements arise, so please check back from time to time. If we make a significant change, we'll notify you and, where required, seek your consent.

If we do update these Terms, you are free to decide whether to accept the updated terms or to stop using our Service (see "How is My Account Closed" below); your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.

How Do I Use This Service?

First, you need to create an TickDo service account. You create an account by providing us with an email address and creating a password. (Some older accounts also required a username.) We refer to this as your "Basic Subscriber Information". We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Basic Subscriber Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.

Second, you will need to access your account through a web browser or by installing our client software on your computers, tablets and phones. Obtaining those devices and paying for their connectivity and data plans is your responsibility. TickDo also has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.

Can I Share My Account with Someone Else?

TickDo service accounts should not be shared. If you share your Basic Subscriber Information with anyone, that other person may be able to take control of the account, and we may not be able to determine who is the proper Account Holder. We will not have any liability to you (or anyone you share your Basic Subscriber Information with) as a result of your or their actions under those circumstances. Since you may use a free TickDo service account, and since we provide a number of mechanisms to allow you to share your account Content with others, we strongly urge you not to share your information with anyone, unless you are doing so as part of your estate planning purposes, as discussed below.

Once I Have an Account, What Are My Rights in the TickDo Service?

Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the TickDo Software provided to you by or on behalf of TickDo, for the sole purpose of enabling you to use the TickDo Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the TickDo Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in TickDo or the Service.

TickDo's Data Protection Laws Say My Data Is Mine – What Does That Mean?

You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Service. But you do have to grant TickDo a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, TickDo acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.

What Is the License I Have to Grant to TickDo?

In order to enable TickDo to operate the Service, we must obtain from you certain limited license rights to process your Content that is covered by intellectual property rights so that technical actions we take in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting TickDo a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce such Content to enable TickDo to operate the Service. You also agree that TickDo has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.

You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for TickDo to make such Content available to, and pass these rights along to, others with whom TickDo has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if TickDo determines such access is necessary to comply with its legal obligations.

If you elect to use any third party service or application that is integrated with TickDo, you also agree that the licenses granted to TickDo in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant TickDo the right and license to enable third party access to and extraction of your Content. TickDo does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.As we rely upon your rights to upload and distribute your Content, you represent and warrant to TickDo that (1) you have the unfettered legal rights and authority to submit your Content to TickDo, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to TickDo under these Terms; and (2) your Content complies with our User Guidelines and these Terms.

Finally, you understand and agree that TickDo, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

What Other Assurances Do I Have to Grant to TickDo?

When you use the TickDo service to send messages to an email address, to a telephone number via SMS, or through a social media account (e.g., Facebook or LinkedIn) that has not been linked to an TickDo account, TickDo sends such messages on your behalf, and we are relying on your representation to us that you have a direct relationship with the recipient(s) and that you are respecting the legal rights of the recipient(s) not to receive certain kinds of messages (such as harassing messages, unsolicited commercial messages, and unwanted SMS messages). Whenever you send any kind of message to a third party you represent and warrant to TickDo that you are acting within the law and that you have prior consent from the recipient to send them such a message.

What Are Rules about What I Can Do on the TickDo Service?

Yes. Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the TickDo service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person's intellectual property or privacy rights), we reserve the right to un-share or take down such content.

What are TickDo's Rights Relating to the Service?

We do. They're described here:

CONTENT RIGHTS

While you own the Content you store within the TickDo service (subject to third party rights), you acknowledge and agree that TickDo (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all TickDo software deployed by you or a third party to enable capturing of Content originating outside the Service, such as TickDo Scannable, TickDo Web Clipper, the Site Memory widget or any of the TickDo software applications for compatible computing devices that enable access and use of the Service through such device (the "TickDo Software").

INTELLECTUAL PROPERTY RIGHTS

In agreeing to these Terms, you also agree that the rights in the Service and TickDo Software, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any TickDo Software, unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.

RIGHT TO MODIFY THE SERVICE

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or TickDo Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. For example, if you use TickDo Basic, you will not enjoy all of the benefits provided to subscribers of TickDo Plus, TickDo Premium or TickDo Business.

You also acknowledge that a variety of TickDo actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that TickDo has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. However, if you are a subscriber for TickDo Plus, TickDo Premium, TickDo Business or another paid version of the Service (each a "Paid Service") and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our Customer Support team, explain the adverse impact the modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.

RIGHT TO ENGAGE THIRD PARTIES

TickDo engages certain affiliates or other third parties ("Service Providers") to provide technical or other services relating to all or part of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. In addition, TickDo may contract with third party resellers of the TickDo Plus, Premium or Business versions of the Service and payment processors to enable payments in your local currency and payment systems. Please see our Privacy Policy to understand the extent to which any affiliate or third party may have access to your account information or Content and our Commercial Terms to understand our relationship with any reseller or payment processor.

RIGHT TO USE THIRD-PARTY SOFTWARE

TickDo may from time to time include as part of the Service and TickDo Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third party software here and within the particular TickDo Software. TickDo expressly disclaims any warranty or other assurance to you regarding such third party software.

RIGHT TO UPDATE OUR SOFTWARE

In connection with any modification of the Service, TickDo may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. TickDo will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), TickDo may require you to install the update to continue accessing the Service. In all cases, you agree to permit TickDo to deliver these updates to you (and you to receive them) as part of your use of the Service.

How Does TickDo Respond to Copyright or Other Intellectual Property Violations?

We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the United States Digital Millennium Copyrightand other applicable laws). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided by our IP Rights Compliance Program and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and TickDo does not accept any obligation to take any particular action to enforce or protect any party's intellectual property rights on their behalf.

Can Kids Use TickDo?

TickDo is not directed to minors, and any use by minors should only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. Further, we rely on parents and guardians to ensure minors only use the Service if they can understand their rights and responsibilities as stated in these Terms and our Privacy Policy.

Consistent with applicable law, TickDo does not knowingly collect personal information from minors without parental consent. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from children without such consent, we will promptly delete it.

Where Does My Data Go?

The Service is available worldwide, but your data is stored in the United States, as described in our Privacy Policy. If you use the Service, you acknowledge that you may be sending electronic communications (including your Basic Subscriber Information and Content), through computer networks owned by TickDo, its Service Providers, and other third parties located in California and other locations in the United States and other countries. As a result, your use of the Service will likely result in interstate and possibly international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.

Does TickDo Serve Ads?

Our business model is to make the Service so valuable that our users will want to subscribe to a Paid Service. However, we may display advertisements and promotions on or in connection with the Service, some of which may be paid for by third parties. For more information, please see our Privacy Policy page.

Some advertising or other messaging content we provide will be based upon information provided by third parties, and we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.

What Else Do I Need to Know?

THIRD-PARTY LINKS, CONTENT AND PROGRAMMING.

We may include or recommend third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Service. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.

INDEMNITY

You agree to indemnify and hold TickDo, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavor to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Service Is Available "As Is." YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  • YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY SERVICES ARE ALL AT YOUR SOLE RISK.
  • THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TickDo EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  • TickDo DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
  • ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
  • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TickDo OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TickDo, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF TickDo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TO USE PROMOTIONAL CODES OR TickDo POINTS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) TickDo'S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR BASIC SUBSCRIBER INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD-PARTY PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.

EXCLUSIONS AND LIMITATIONS

NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

If TickDo Has to Send Me Notice of Something, How Will That Happen?

This is another reason why it's important for you to make sure your Basic Subscriber Information is accurate, complete and up to date. We may provide you with notices by email (to the email address associated with your account), regular mail or postings on the website(s) related to the affected Service.

How Can I Send a Notice to TickDo?

Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to TickDo must be delivered by email to [Insert Email]. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address (as applicable to your Service provider):

POSTAL ADDRESS HERE.

What Law Applies to My Use of TickDo?

This agreement shall be governed by the laws of the Federal Republic of Germany. If you have no place of jurisdiction in Germany or in any other EU member state, if you have transferred your permanent domicile abroad after these Terms of Use take effect or if your domicile or usual place of residence is unknown at the time legal action is taken, the sole place of jurisdiction for all disputes arising from this agreement will be the location of our registered offices.

Anything Else?

A couple of final, but important, points. First, these Terms constitute the entire agreement between you and TickDo and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and TickDo for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party's terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.

Second, you acknowledge and agree that each affiliate of TickDo shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.

Thirdly, should individual provisions of these Terms of Use be or become invalid and/or contrary to the statutory provisions, this will not affect the validity remaining Terms of Use. In place of the invalid, unenforceable term, the Parties shall mutually agree on such valid commercial terms which the Parties would reasonably have agreed otherwise. The above-mentioned provision will apply correspondingly in the case of omissions in these provisions.

Finally, the section headings in these Terms of Service are for convenience only and have no legal or contractual effect.

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