The following terms and conditions govern all use of the Tickreel.com website and all content and services available at or through the website (the “Website”). The Website is owned and operated by Tickreel Inc. (“Tickreel”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Tickreel’s Privacy Policy) and procedures that may be published from time to time on this Site by Tickreel (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Tickreel, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

Tickreel may change, suspend or discontinue the Website at any time, including the availability of any feature, database, or content. Tickreel may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability. Tickreel reserves the right, at its discretion, to modify these Terms and Conditions at any time by posting a notice on the Website. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Website following such notification constitutes your acceptance of the terms and conditions of these Terms and Conditions as modified.

Copyright

All Content, including, without limitation, text, graphics, logos, icons, images, and video clips, is the exclusive property of Tickreel or its content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Content is the exclusive property of Tickreel and is also protected by U.S. and international copyright laws. The Content may be used as a resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Content is strictly prohibited.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Tickreel.com links, and that link to Tickreel.com. Tickreel does not have any control over those non-Tickreel websites and webpages, and is not responsible for their contents or their use. By linking to a non- Tickreel website or webpage, Tickreel does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Tickreel disclaims any responsibility for any harm resulting from your use of non- Tickreel websites and webpages.

User Content Posted on Website

Your input is appreciated. By submitting content to this Website by electronic mail, postings on this Website or otherwise, including any votes / vouches, nominations for candidates, comments, suggestions, ideas or the like contained in any submissions (collectively, “Submissions”), you grant Tickreel a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Tickreel may choose to provide attribution of your comments or reviews at our discretion. You further grant Tickreel the right to pursue at law any person or entity that violates your or Tickreel’s rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

The Website may contain comments, forums, or review services in which you or third parties may post ratings for influence or comments on users, sites, and articles, or other content, messages, materials or other items on the Site. You are solely responsible for your use of such content and use them at your own risk. You expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website any of the following:

   1. Any message, data, information, text, music, sound, photos, graphics, code or any other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

   2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange or the NASDAQ;

   3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

   4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Tickreel;

   5. Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;

   6. Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

   7. Viruses, corrupted data or other harmful, disruptive or destructive files;

   8. Content that is unrelated to the topic; or

   9. Content or links to content that, in the sole judgment of Tickreel, (a) violates the previous subsections herein, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the Website, or (d) which may expose Tickreel or its users to any harm or liability of any type.

Tickreel takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Tickreel liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of services, Tickreel is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other Interactive Area. Although Tickreel has no obligation to screen, edit or monitor any of the content posted on the Website, Tickreel reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content posted or stored on the Website at any time and for any reason.

If it is determined that you retain moral rights in the content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by Tickreel or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release Tickreel, and its licensees, successors and assigns, from any claims that you could otherwise assert against Tickreel by virtue of any such moral rights.

Calculated Influencer Ratings

Tickreel owns all rights to ratings on influencers for users or sites, calculated as a function of user vouches (“Influencer Scores”). Influencer Scores are not transferable to other website unless Tickreel elects to provide such a service to other website.

Intellectual Property

This Agreement does not transfer from Tickreel to you any Tickreel or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Tickreel. Tickreel, Tickreel.com, the Tickreel.com logo, and all other trademarks, service marks, graphics and logos used in connection with Tickreel.com, or the Website are trademarks or registered trademarks of Tickreel or Tickreel’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Tickreel or third-party trademarks.

Changes

Tickreel reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Tickreel may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Restrictions

You are responsible for all of your activity in connection with the Website. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to use the Website. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Tickreel user. Use of the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited.

General Disclaimer

You acknowledge that Tickreel has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you accesses via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you take as a result of having been exposed to the Content. The Website may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Tickreel makes no representations concerning any content contained in or accessed through the Service, and Tickreel will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

Disclaimer of Warranties

THIS WEBSITE IS PROVIDED BY TICKREEL ON AN “AS IS” BASIS. TICKREEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE WEBSITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TICKREEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHR TICKREEL NOR ITS SUPPLIERS AND LICENSORS MAKES ANY WARRANTY THAT THE WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS AND UNINTERRUPTED.

Limitation of Liability

In no event will Tickreel, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; or (iii) for interruption of use or loss or corruption of data. Tickreel shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) all information supplied by you on this Website is true,  (ii) your use of the Website will be in strict accordance with the Tickreel Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside), and (iii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless Tickreel, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between Tickreel and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Tickreel, or by the posting by Tickreel of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York County, New York. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, NY, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Tickreel may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.