Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS CONCERNING DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNIFICATION, BINDING ARBITRATION, WAIVER OF JURY TRIAL, AND WAIVER OF CLASS AND REPRESENTATIVE ACTIONS.

These Terms of Service ("Terms") govern your access to and use of the TierX software, website, platform, source code where made available, documentation, APIs, integrations, updates, support, and related products and services (collectively, the "Platform").

By accessing, downloading, installing, deploying, configuring, copying, modifying, purchasing, subscribing to, or using the Platform, or by clicking or otherwise affirmatively indicating that you accept these Terms, you agree to be legally bound by them.

If you use the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity. In that case, "you" and "your" include that entity.

If you do not agree to these Terms, you may not use the Platform.

011. Nature of the Platform

TierX provides software technology designed to facilitate lead collection, management, routing, distribution, and transmission.

TierX provides technology only.

TierX does not operate your business, act as your compliance department, provide legal advice, determine which leads you may lawfully acquire or use, determine whether consent is legally sufficient, select your buyers, verify your leads, determine whether communications with consumers are lawful, guarantee buyer conduct, or determine how recipients subsequently use information.

You remain solely responsible for your business, your decisions, your Customer Data, your customers, your buyers, your communications, and your use of the Platform.

022. No Agency, Partnership, Joint Venture, or Fiduciary Relationship

Nothing in these Terms or your use of the Platform creates any partnership, joint venture, franchise, employment, agency, fiduciary, advisory, trustee, broker, representative, or similar relationship between you and TierX.

You have no authority to bind TierX or make representations, warranties, commitments, or agreements on behalf of TierX.

TierX does not undertake any fiduciary or advisory duty to you, your customers, your leads, your buyers, or any other person arising from your use of the Platform.

033. Self-Hosted Deployment

TierX is designed primarily for deployment on infrastructure selected, configured, maintained, or controlled by you or your service providers.

You are solely responsible for your deployment environment, including:

• Hosting and infrastructure
• Servers
• Databases
• Networks
• Credentials
• Authentication
• Access controls
• Administrative permissions
• Software dependencies
• Configuration
• Updates
• Monitoring
• Security
• Backups
• Redundancy
• Disaster recovery
• Data retention
• Database administration
• Third-party integrations
• Buyer endpoints
• Capacity
• Performance
• Availability
• Uptime

TierX does not assume responsibility for infrastructure, systems, software, networks, databases, services, or environments that TierX does not exclusively control.

044. Customer Data

As between you and TierX, you retain your rights in information you collect, acquire, submit, import, store, process, route, distribute, sell, share, or transmit using the Platform ("Customer Data").

You are solely responsible for Customer Data.

You represent and warrant that you have all rights, permissions, notices, disclosures, licenses, consents, and other authority necessary to collect, possess, store, process, use, contact, disclose, sell, share, transfer, route, and otherwise process Customer Data in every manner in which you use or configure the Platform to process it.

TierX does not independently investigate or verify:

• The source of Customer Data
• Ownership of Customer Data
• Accuracy of Customer Data
• Consumer identity
• Consent
• Consent language
• Consent records
• The circumstances under which consent was obtained
• Permitted uses
• Regulatory compliance
• Whether Customer Data may legally be sold or transferred

The fact that the Platform permits an action does not mean that action is lawful or appropriate for your particular circumstances.

055. Lead Collection, Consent, Contact, Sale, and Distribution

You are solely responsible for determining whether you have sufficient legal authority to collect, contact, process, use, sell, share, distribute, route, transfer, or otherwise process every lead.

This includes responsibility for compliance relating to:

• Telephone calls
• Automated dialing
• Artificial or prerecorded voices
• SMS and text messages
• Email
• Do Not Call requirements
• Consent
• Consent revocation
• Suppression requests
• Marketing
• Advertising
• Lead generation
• Lead acquisition
• Lead resale
• Lead distribution
• Privacy notices
• Data protection
• Consumer requests
• Data retention
• Sensitive information
• Regulated information

You are responsible for maintaining evidence sufficient to establish any consent, permission, or legal authority upon which you rely.

TierX makes no representation regarding whether any particular consent, disclosure, checkbox, form, landing page, agreement, transaction, workflow, or record satisfies applicable law.

066. Regulatory Compliance

You are solely responsible for identifying, interpreting, monitoring, and complying with laws, regulations, rules, orders, guidance, industry requirements, and contractual obligations applicable to your activities.

Depending upon your business, these may include:

• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sales Rule (TSR)
• Federal and state Do Not Call laws
• CAN-SPAM Act
• CCPA/CPRA
• Other U.S. state privacy laws
• GDPR
• Consumer protection laws
• Advertising laws
• Data-security requirements
• Data-breach notification laws
• Financial-services regulations
• Insurance regulations
• Healthcare regulations
• Industry-specific requirements

TierX is not a law firm and does not provide legal advice.

Features that record consent, timestamps, source information, suppression status, audit information, or similar information are technological features only.

TIERX DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANY FEATURE, DEFAULT, CONFIGURATION, DOCUMENTATION, RECOMMENDATION, EXAMPLE, TEMPLATE, OR WORKFLOW WILL MAKE YOU COMPLIANT WITH ANY LAW OR REGULATION.

You should obtain advice from qualified legal counsel regarding your particular activities.

077. No Duty to Monitor

TierX has no general obligation to monitor, investigate, audit, verify, supervise, or police:

• Customer Data
• Your business practices
• Lead sources
• Consent
• Communications
• Buyers
• Recipients
• Transactions
• Platform configurations
• Compliance with law

TierX's ability to monitor or review certain activity does not create an obligation to do so.

If TierX reviews, identifies, reports, blocks, permits, or fails to identify particular conduct, that action or inaction does not constitute approval, certification, verification, or assumption of responsibility for the conduct.

088. Acceptable Use

You may use the Platform only for lawful purposes.

You may not knowingly use the Platform to:

• Violate applicable law
• Process information without appropriate authority
• Circumvent consent or suppression requirements
• Engage in fraud or deceptive conduct
• Materially misrepresent lead information
• Facilitate unlawful communications
• Gain unauthorized access to systems
• Introduce malware or malicious code
• Interfere with TierX-controlled systems
• Infringe intellectual-property or privacy rights
• Create material legal, security, or operational risk to TierX

TierX's failure to prevent a prohibited use does not constitute authorization or approval of that use.

099. Buyers, Sellers, Vendors, and Other Recipients

You are solely responsible for selecting and evaluating every buyer, seller, vendor, source, partner, and recipient with whom you interact through the Platform.

TierX does not guarantee that any third party:

• Is legitimate
• Is trustworthy
• Is solvent
• Has authority to provide data
• Has obtained valid consent
• Will accept a lead
• Will pay for a lead
• Will pay on time
• Will honor contractual obligations
• Will comply with law
• Will appropriately use Customer Data
• Will secure Customer Data
• Will honor consumer rights
• Will remain in business
• Will remain available

Unless TierX expressly agrees otherwise in a separately executed written agreement, disputes between you and third parties are solely between you and those parties.

1010. Lead Delivery and Routing

TIERX DOES NOT GUARANTEE SUCCESSFUL DELIVERY OF ANY LEAD OR TRANSMISSION.

A lead, record, webhook, HTTP request, API request, response, notification, or other transmission may fail to be sent, delivered, received, processed, recorded, acknowledged, accepted, purchased, or acted upon.

Failures may result from network outages, internet failures, DNS failures, customer configuration, third-party configuration, API changes, authentication failures, rate limits, server failures, software defects, database failures, timeouts, security systems, invalid endpoints, infrastructure failures, or other causes.

You are solely responsible for monitoring transactions and implementing reconciliation, retry, auditing, alerting, backup, and recovery procedures appropriate for your business.

1111. No Guarantee of Lead Quality

TierX does not independently create, authenticate, verify, validate, or investigate leads merely because they pass through the Platform.

TierX makes no representation or warranty concerning:

• Accuracy
• Completeness
• Authenticity
• Consumer identity
• Contactability
• Consumer intent
• Consent validity
• Exclusivity
• Quality
• Conversion potential
• Commercial value
• Fraud status
• Regulatory status

1212. No Guarantee of Business or Financial Results

TierX does not guarantee:

• Revenue
• Profit
• Lead volume
• Lead quality
• Conversion
• Buyer acceptance
• Buyer payment
• Customer acquisition
• Cost savings
• Regulatory outcomes
• Business continuity
• Return on investment
• Any other commercial result

You assume the commercial risks associated with operating your business and using the Platform.

1313. No Reliance

You acknowledge that you are not relying upon any statement, representation, projection, forecast, estimate, recommendation, demonstration, documentation, marketing material, sales statement, example, case study, roadmap, feature description, or other communication as a guarantee of any particular result or capability except for an express commitment contained in a separately executed written agreement signed by an authorized representative of TierX.

Documentation, examples, recommendations, and technical guidance may be incomplete, outdated, inaccurate, or unsuitable for your particular circumstances.

You are responsible for independently evaluating information before relying upon it.

1414. Third-Party Services

The Platform may interact with or depend upon third-party software, APIs, hosting providers, databases, payment systems, communication services, buyers, analytics systems, or other third-party products.

TierX does not control independent third parties.

TierX makes no warranty concerning their availability, security, legality, privacy, accuracy, reliability, compatibility, performance, or continued operation.

Third parties may change, suspend, restrict, charge for, or discontinue their products without notice.

TierX is not responsible for losses caused by independent third parties.

1515. Backups, Data Integrity, and Data Loss

You are solely responsible for maintaining adequate backups of Customer Data, databases, configurations, credentials, and other information.

TIERX IS NOT YOUR BACKUP, ARCHIVAL, DISASTER-RECOVERY, OR DATA-PRESERVATION SERVICE UNLESS EXPRESSLY AGREED OTHERWISE IN A SEPARATELY EXECUTED WRITTEN AGREEMENT.

TierX does not guarantee:

• Data preservation
• Data integrity
• Successful backups
• Successful restoration
• Recovery of deleted information
• Recovery following corruption
• Continuous availability

You assume the risk of loss of Customer Data maintained on infrastructure under your control.

1616. Security

You are responsible for securing your infrastructure, systems, databases, credentials, networks, integrations, endpoints, user accounts, and administrative access.

TierX may provide security functionality, documentation, defaults, recommendations, or guidance. None constitutes a warranty that your deployment is secure.

No software or information system can be guaranteed to be completely secure.

TierX does not warrant that the Platform will prevent every unauthorized access, cyberattack, breach, vulnerability, malware infection, data loss, compromise, or other security incident.

1717. Taxes, Fees, Payments, and Commercial Obligations

You are responsible for taxes, duties, fees, assessments, chargebacks, refunds, payment disputes, commissions, buyer obligations, seller obligations, and other financial obligations arising from your business or transactions, except for taxes imposed directly upon TierX based upon TierX's own net income.

TierX is not responsible for collecting amounts owed to you by buyers or other third parties unless expressly agreed in writing.

1818. Intellectual Property and License

Your rights to use TierX software are governed by these Terms and any applicable software license accompanying the software.

Where expressly permitted by the applicable license, you may use or modify source code and deploy the software as provided by that license.

Except for rights expressly granted, TierX and its licensors retain all rights, title, and interest in TierX intellectual property.

TierX names, logos, trademarks, and branding may not be used except with permission or as otherwise permitted by law.

1919. Feedback

If you voluntarily provide suggestions, ideas, recommendations, improvements, or other feedback concerning TierX, you grant TierX a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit that feedback without restriction or compensation to you.

2020. Modifications, Updates, and Discontinuation

TierX may modify, update, replace, add, remove, suspend, or discontinue features, integrations, documentation, versions, APIs, or functionality.

TierX does not guarantee continued availability of any particular feature, version, integration, workflow, or functionality.

Unless expressly agreed otherwise in writing, TierX has no obligation to:

• Develop any feature
• Maintain any roadmap
• Correct every defect
• Maintain backward compatibility
• Maintain third-party compatibility
• Provide updates on any schedule
• Continue supporting any particular version

2121. Support

Support may be subject to separate plans, documentation, fees, or agreements.

Unless expressly stated in a separately executed service-level agreement, TierX does not guarantee:

• Response times
• Resolution times
• Availability of support
• Successful resolution
• Uptime
• Recovery time
• Service levels

2222. Suspension and Termination

TierX may suspend or terminate access to TierX-controlled accounts, services, licenses, updates, support, or resources when TierX reasonably believes doing so is appropriate to:

• Enforce these Terms
• Address nonpayment
• Protect TierX or others
• Address fraud or abuse
• Respond to security concerns
• Comply with law
• Respond to legal process
• Address conduct creating legal, regulatory, reputational, security, or operational risk

TierX may act without prior notice when TierX reasonably determines immediate action is appropriate.

Termination does not extinguish obligations or liabilities arising before termination.

2323. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND EVERYTHING PROVIDED BY OR THROUGH TIERX ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

TIERX DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, DUTIES, AND GUARANTEES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUALITY, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY, DATA INTEGRITY, QUIET ENJOYMENT, AND RESULTS.

WITHOUT LIMITING THE FOREGOING, TIERX DOES NOT WARRANT THAT THE PLATFORM WILL:

• MEET YOUR REQUIREMENTS;
• OPERATE WITHOUT INTERRUPTION;
• BE ERROR-FREE;
• BE COMPLETELY SECURE;
• PREVENT DATA LOSS;
• DELIVER EVERY LEAD;
• CORRECT EVERY DEFECT;
• REMAIN AVAILABLE;
• REMAIN COMPATIBLE WITH THIRD PARTIES;
• COMPLY WITH LAWS APPLICABLE TO YOUR BUSINESS;
• PRODUCE ANY PARTICULAR RESULT; OR
• BE SUITABLE FOR ANY PARTICULAR BUSINESS, INDUSTRY, JURISDICTION, OR PURPOSE.

YOU USE THE PLATFORM AT YOUR OWN RISK.

Nothing in these Terms excludes warranties that cannot lawfully be excluded.

2424. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIERX AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, CUSTOMERS, LEADS, CONTRACTS, SAVINGS, GOODWILL, REPUTATION, USE, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS KNOWN OR FORESEEABLE.

THE EXCLUSIONS INCLUDE LOSSES ARISING FROM:

• LOST OR UNDELIVERED LEADS
• REJECTED OR DUPLICATE LEADS
• BUYER NONPAYMENT
• FAILED TRANSMISSIONS
• INCORRECT ROUTING
• CUSTOMER CONFIGURATION
• DATA LOSS
• DATA CORRUPTION
• DOWNTIME
• SECURITY INCIDENTS
• THIRD-PARTY CONDUCT
• REGULATORY ACTION
• CUSTOMER DATA
• LOSS OF BUSINESS
• BUSINESS INTERRUPTION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TIERX AND ALL OTHER TIERX PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM, THESE TERMS, OR THE RELATIONSHIP BETWEEN THE PARTIES WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU DIRECTLY TO TIERX DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

This cap applies collectively to all claims and is not increased by the number of claims, incidents, theories of liability, users, or affected persons.

The limitations apply whether claims arise in contract, tort, negligence, strict liability, statute, misrepresentation, or any other legal theory.

The limitations apply even if a limited remedy fails of its essential purpose.

Nothing excludes liability that applicable law prohibits TierX from excluding.

2525. Sole and Exclusive Remedies

To the maximum extent permitted by applicable law, the remedies expressly provided in these Terms are your sole and exclusive remedies arising from your use of the Platform.

If you are dissatisfied with the Platform and no other remedy is expressly required by applicable law or a separately executed written agreement, your remedy is to discontinue use of the Platform.

2626. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS TIERX AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST CLAIMS, DEMANDS, INVESTIGATIONS, REGULATORY PROCEEDINGS, GOVERNMENTAL ACTIONS, LAWSUITS, ARBITRATIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, PENALTIES, FINES, LIABILITIES, LOSSES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR RELATING TO:

• Your use or misuse of the Platform
• Customer Data
• Lead generation or acquisition
• Consumer communications
• Lead sale or distribution
• Your buyers or recipients
• Your vendors or lead sources
• Consent or alleged lack of consent
• TCPA claims
• TSR claims
• Do Not Call claims
• CAN-SPAM claims
• Privacy claims
• Consumer-protection claims
• Regulatory investigations
• Your violation of law
• Your violation of these Terms
• Your violation of third-party rights
• Your deployment or configuration
• Your security practices
• Acts or omissions of persons acting for or through you

Your defense obligation applies upon assertion of a covered third-party claim, subject to applicable law.

TierX may select counsel reasonably acceptable to TierX and participate in or assume control of the defense where appropriate.

You may not settle any claim in a manner that admits wrongdoing by TierX, imposes liability or obligations upon TierX, restricts TierX, or otherwise adversely affects TierX without TierX's prior written consent.

The indemnification obligations survive termination.

2727. Assumption of Risk

You acknowledge that lead generation, lead distribution, marketing, telecommunications, data processing, and related activities may involve significant legal, regulatory, technical, cybersecurity, operational, and commercial risks.

You voluntarily assume risks associated with your business and your use of the Platform.

The Platform is not a substitute for legal counsel, compliance professionals, cybersecurity professionals, technical expertise, insurance, due diligence, or business judgment.

2828. Force Majeure

TierX will not be liable for delay, interruption, failure, loss, or inability to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, labor disputes, government action, utility failures, internet failures, telecommunications failures, cyberattacks, denial-of-service attacks, third-party outages, infrastructure failures, epidemics, pandemics, supply shortages, or other events beyond TierX's reasonable control.

2929. Governing Law

These Terms and disputes arising from or relating to them or the Platform are governed by the laws of the State of Arizona, without regard to conflict-of-law rules, except to the extent federal law controls.

The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below where applicable.

3030. BINDING INDIVIDUAL ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except for disputes expressly excluded below, YOU AND TIERX AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE PLATFORM, THESE TERMS, ANY PRIOR VERSION OF THESE TERMS, THE PRIVACY POLICY, THE RELATIONSHIP BETWEEN YOU AND TIERX, OR ANY PRODUCT OR SERVICE PROVIDED BY TIERX WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.

This includes claims based on contract, tort, statute, regulation, fraud, misrepresentation, negligence, or any other legal or equitable theory.

Arbitration will be conducted on an individual basis.

The arbitrator may award relief available under applicable law to the individual party seeking relief, subject to these Terms.

The arbitration will be administered by the American Arbitration Association ("AAA") pursuant to its applicable commercial arbitration rules, except as modified by these Terms.

If AAA is unavailable or unwilling to administer the arbitration, a court of competent jurisdiction may appoint a substitute arbitration administrator.

The arbitration will take place in Maricopa County, Arizona, unless the parties agree otherwise or applicable law requires otherwise.

Nothing prevents either party from seeking temporary or preliminary injunctive relief from a court where necessary to protect intellectual property, confidential information, security, or prevent unauthorized access or misuse pending arbitration.

Either party may also bring an eligible individual action in small claims court, provided the action remains solely in that court and proceeds only on an individual basis.

3131. CLASS ACTION AND REPRESENTATIVE ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND TIERX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PARTICIPANT IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

Unless both you and TierX expressly agree in writing, an arbitrator may not consolidate the claims of multiple persons or preside over any form of representative, collective, or class proceeding.

3232. WAIVER OF JURY TRIAL

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TIERX KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE RELATIONSHIP BETWEEN YOU AND TIERX.

This waiver applies to disputes resolved in court as well as to the extent relevant to the agreement to arbitrate.

3333. Arbitration Severability

If any portion of the arbitration agreement is found unenforceable, it will be severed or limited to the minimum extent necessary while preserving the remainder whenever legally permissible.

However, if the class-action waiver is determined unenforceable with respect to a particular claim or requested remedy and that determination permits the claim to proceed on a class or representative basis, that claim or remedy will proceed in a court of competent jurisdiction rather than in class arbitration, to the extent permitted by applicable law.

3434. Venue for Non-Arbitrable Disputes

For disputes that are not required to be arbitrated, you consent to exclusive personal jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona, except where applicable law requires otherwise.

3535. Changes to These Terms

TierX may modify these Terms from time to time.

The "Last Updated" date identifies the most recent revision.

Where required by law, TierX will provide additional notice of material changes.

Your continued use of the Platform following the effective date of revised Terms constitutes acceptance to the extent permitted by law.

If you do not agree to revised Terms, you must discontinue use of the Platform.

3636. Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations under them without TierX's prior written consent.

Any attempted assignment in violation of this section is void to the extent permitted by law.

TierX may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, financing, corporate restructuring, sale of assets, change of control, or to an affiliate or successor.

3737. Severability

Except as specifically provided regarding arbitration and class proceedings, if a provision of these Terms is invalid or unenforceable, it will be enforced to the maximum extent permitted or modified to the minimum extent necessary to make it enforceable.

The remaining provisions remain in effect.

3838. Waiver

TierX's failure or delay in exercising a right does not waive that right.

A waiver on one occasion does not constitute a waiver on another occasion.

3939. No Third-Party Beneficiaries

Except for TierX parties expressly protected by provisions concerning disclaimers, limitations of liability, and indemnification, these Terms do not create enforceable rights in any third party.

4040. Interpretation

Headings are for convenience only and do not limit the meaning of these Terms.

Words such as "including" and "includes" mean "including without limitation."

Any ambiguity will not automatically be construed against the drafter merely because TierX drafted these Terms, to the extent permitted by applicable law.

4141. Entire Agreement

These Terms, the TierX Privacy Policy, the applicable software license, and any separately executed written agreement expressly incorporated into these Terms constitute the agreement between you and TierX concerning their subject matter.

They supersede prior or contemporaneous communications and understandings concerning that subject matter.

If a separately executed written agreement signed by an authorized TierX representative expressly conflicts with these Terms, the separately executed agreement controls to the extent of that conflict.

4242. Survival

Provisions that by their nature should survive termination will survive, including provisions concerning:

• Customer Data
• Intellectual property
• Payment obligations
• Disclaimers
• Limitation of liability
• Indemnification
• Assumption of risk
• Arbitration
• Class-action waiver
• Jury-trial waiver
• Governing law
• Accrued rights and obligations

4343. Contact

Questions regarding these Terms may be directed to:

TierX

Email: legal@tierx.io