Tidal Terms of Use Agreement

Last Updated: June 7, 2022

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND TIDAL CYBER, INC. (“TIDAL,” “WE,” OR “US”).

By accessing or using any Tidal website with an authorized link to this Agreement (“Site”) or Tidal’s software-as-a-solution platform (“Platform”), accessing or using any data, information, services, features or resources available or enabled via the Site or Platform (collectively with the Site and Platform, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Tidal; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. The term “you” or “User” refers to the individual or legal entity, as applicable, identified as the end user when you registered through the Services, whether as an “Enterprise User,” “Paid User” or “Free Community User” (as defined in Section 3 below). Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

IF YOU SUBSCRIBE TO THE SERVICES AS A PAID USER FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TIDAL’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 8.3 BELOW.

SECTION 16 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Tidal (“Supplemental Terms”) which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, we require our Enterprise Accounts (as defined below) to execute a separate Enterprise Agreement, and in the event of a conflict between the Enterprise Agreement and this Agreement, the terms of that Enterprise Agreement will control and supersede this Agreement solely to the extent of such conflict.

Subject to Section 16.9 of this Agreement, Tidal reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

1. HOW THE SERVICES WORK. Tidal has developed a solution registry that catalogs capabilities defined by service providers (“Vendors”) in a publicly accessible forum and is designed to allow Users a chance to explore how different Vendors address specific techniques (“Solution Registry”), which is made accessible to Users through the Platform. The Solution Registry includes: (1) a version that is intended to be available to the public (“Public Solution Registry”), and (2) a version that is intended to be shared only with customers of Tidal and Vendor (“Private Solution Registry”). Prior to registering Vendor’s products on the Solution Registry, Tidal requires access to data and information relating to Vendor’s products, as requested by Tidal, and how such products map to MITRE ATT&CK® knowledge base (collectively, “Vendor Data”). Further, Tidal has established a validation program through which Tidal can verify that capabilities registered by Vendors will work in accordance with the specifications identified by such Vendors (“Validation Program”). As part of the Validation Program, Tidal tests products submitted by Vendors for validation (each, an “Offering”) against certain capabilities submitted by Vendor for registration. Once validated, the Vendor’s validated offering will be included and promoted on the Solution Registry as an offering validated by Tidal (“Validated Offering”), using such validation or certification designation and/or logo that Tidal to extends to Validated Offerings (“Validation Designation”), and may include its Validated Offering on the Public Solution Registry and/or Private Solution Registry for promotion and sale as a Validated Offering.
   
   PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF USERS AND VENDORS FOR THE PURPOSES OF DEFINING, MEASURING AND IMPROVING ABILITY TO DEFEND AGAINST ADVERSARY BEHAVIORS (“VENDOR SERVICES”), BUT YOU AGREE THAT TIDAL HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES OR OFFERINGS PROVIDED BY VENDORS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. TIDAL CANNOT AND DOES NOT CONTROL THE INFORMATION OR DATA CONTAINED IN ANY ACCOUNTS (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH DATA) AND THE CONDITION, LEGALITY, OR SUITABILITY OF ANY VENDOR DATA. TIDAL IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL VENDOR SERVICES. ACCORDINGLY, ANY VENDOR DATA WILL BE ACCESSED AT A USER’S OWN RISK, AND USERS MUST SATISFY THEMSELVES WITH ANY VENDOR’S CREDENTIALS. YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO ACCESS THE SOLUTION REGISTRY THROUGH THE SERVICES DOES NOT ESTABLISH TIDAL AS A PROVIDER OF SUCH VENDOR SERVICES.
   
   VENDORS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF TIDAL. TIDAL DOES NOT PERFORM ANY OBLIGATIONS IN CONNECTION WITH THE SERVICES AND DOES NOT EMPLOY VENDORS TO PERFORM SUCH OBLIGATIONS. USERS HEREBY ACKNOWLEDGE THAT TIDAL DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR THE VENDORS, BUT MAY MONITOR VENDOR DATA THROUGH THE SERVICES. THE RELATIONSHIP BETWEEN VENDORS AND TIDAL IS THAT OF AN INDEPENDENT CONTRACTOR.
2. Use of the Services.
   1. Services. Tidal and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Tidal grants you a limited, non-transferable license to use the Services solely for your personal and/or professional purposes. If you wish to purchase a subscription on behalf of a Customer (as defined below) to use the Services, please contact rick.gordon@tidalcyber.com to inquire about an Enterprise Account. Tidal, its suppliers, and its service providers reserve all rights not granted in this Agreement.
   2. Updates. You understand that the Services are evolving. You acknowledge and agree that Tidal Cyber may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
   3. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Tidal’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. Tidal reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Tidal pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Tidal under law, equity, statute, or otherwise.
3. Registration.
   1. Registering Your Account. In order to access certain features of the Services, you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who has registered an account on the Site or Platform (“Account”).
      • (a) A “Free Community Account” is a user Account for an individual analyst to use the Services for his or her own personal or professional use without cost. In creating a Free Community Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts. A user who registers for a Free Community Account is a “FreeCommunity User”.
      • (b) A “Paid Account” is a user Account for an individual to use the Services for his or her own personal or professional use. In creating a Paid Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts. A user who registers for a Paid Account is a “Paid User”.
      • (c) An “Enterprise Account” is a user Account for an individual working for a company, business or organization that has signed a separate Enterprise Agreement with Tidal (each, a “Customer”) seeking to use the Services for its internal business purposes. In creating an Enterprise Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts associated with the Customer. A user who registers for an Enterprise Account is an “Enterprise User”.
   2. Registration Data. You represent that you are (a) of legal age to form a binding contract; and (b) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account; provided that Customers are responsible for those activities occurring under Enterprise Accounts. You may not share your Account or password with anyone, and you agree to (i) notify Tidal immediately of any unauthorized use of your password or any other breach of security; and (ii) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Tidal has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Tidal has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Services if you have been previously removed by Tidal, or if you have been previously banned from any of the Services.
4. Responsibility for Data
   1. Types of Data. You acknowledge that all information supplied through the Services (“Data”), is the sole responsibility of the party from whom such Data originated. This means that you, and not Tidal, are entirely responsible for all Data that you upload, post, transmit or otherwise make available (“Make Available”) any data, data, materials, text, and other information through the Services (“Your Data”), and that you and other users of the Services, and not Tidal, are similarly responsible for all Data they Make Available through the Services (“User Data”).
   2. No Obligation to Pre-Screen Data. You acknowledge that Tidal has no obligation to pre-screen Data (including, but not limited to, User Data), although Tidal reserves the right in its sole discretion to pre-screen, refuse or remove any Data. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Data, including without limitation chat, text, or voice communications. In the event that Tidal pre-screens, refuses or removes any Data, you acknowledge that Tidal will do so for Tidal’s benefit, not yours. Without limiting the foregoing, Tidal shall have the right to remove any Data that violates this Agreement or is otherwise objectionable.
   3. Storage. Unless expressly agreed to by Tidal in writing elsewhere, Tidal has no obligation to store any of Your Data that you Make Available through the Services. Tidal has no responsibility or liability for the deletion or accuracy of any Data, including Your Data; the failure to store, transmit or receive transmission of Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Data. You are solely responsible for applying the appropriate level of access to Your Data. If you do not choose, the system may default to its most permissive setting. You agree that Tidal retains the right to create reasonable limits on Tidal’s use and storage of the Data, including Your Data, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Tidal in its sole discretion.
5. Ownership.
   1. Services. Except with respect to Your Data and User Data, you agree that Tidal and its suppliers own all rights, title and interest in the Services, and all parts thereof. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
   2. Trademarks. “Tidal,” Tidal’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services or in connection with the Services are the trademarks of Tidal and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
   3. Other Data. Except with respect to Your Data, you agree that you have no right or title in or to any Data that appears on or in the Services. Tidal prohibits and does not recognize any purported transfers of virtual property effectuated outside of the Services, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates in the Services.
   4. Your Data. Tidal does not claim ownership of Your Data. However, when you as a post or publish Your Data on or in the Services, you represent and warrant that: (i) Your Data is truthful, accurate, not misleading and offered in good faith; (ii) you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Data (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Data; (iii) the publication of Your Data on the Services will not require Tidal to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the publication of Your Data on the Services does not result in a breach of contract between you and any third party. You agree that any use of the Services contrary to or in violation of your representations and warranties in this Section 5.4 constitutes unauthorized and improper use of the Services. You grant Tidal a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Data (in whole or in part) for the purposes of: (i) operating and providing Services to you and to our other Users; (ii) creating aggregated and anonymized data to: (a) improve the Services and Tidal’s related products and services, including Tidal’s models and algorithms; (b) create analytics and benchmarks; and (c) generating and disclosing statistics regarding use of the Services, provided, however, that no individually identifiable statistics will be disclosed to third parties without your consent. Please remember that other users may search for, see, use, modify and reproduce any of Your Data that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Data, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Tidal, are responsible for all of Your Data that you Make Available on or in the Services.
   5. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Tidal through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Tidal has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Tidal a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
6. USER CONDUCT.
   1. General. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to either (a) take any action or (b) Make Available any Data on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Tidal’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Tidal; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
   2. Investigations. Tidal may, but is not obligated to, monitor or review the Services and Data at any time. Without limiting the foregoing, Tidal shall have the right, in its sole discretion, to remove any of Your Data for any reason (or no reason), including if such Data violates the Agreement or any applicable law. Although Tidal does not generally monitor User activity occurring in connection with the Services or Data, if Tidal becomes aware of any possible violations by you of any provision of the Agreement, Tidal reserves the right to investigate such violations, and Tidal may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Data, in whole or in part, without prior notice to you.
7. INTERACTIONS WITH OTHER USERS. Users are solely responsible for their interactions with each other, and any other parties with whom they interact; provided, however, that Tidal reserves the right, but has no obligation, to intercede in disputes. Users agree that Tidal will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT Tidal MAY, BUT IS NOT OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS OR EVALUATE THE CREDENTIALS OF ANY USER. Tidal MAY, BUT IS NOT OBLIGATED TO, INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. Tidal MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. Tidal RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
8. FEES AND SUBSCRIPTION TERMS.
   1. Payment. We may charge for certain tools or features and functionality of the Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as set forth on Tidal’s Pricing Page available at www.tidalcyber.com/pricing. You must provide Tidal with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for Services for which we charge. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Tidal with your credit card number or PayPal account and associated payment information, you agree that Tidal is authorized to immediately invoice your Account for all fees and charges due and payable to Tidal hereunder and that no additional notice or consent is required. You agree to immediately notify Tidal of any change in your billing address or the credit card or PayPal account used for payment hereunder. Tidal reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services.
   2. Service Subscription Fees.
      • (a) As a Paid User, you will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you subscribe to paid services and select your pricing package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Tidal for the Services until Tidal accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
      • (b) As an Enterprise User, you will be responsible for payment of the applicable fee for any Services at set forth in the Enterprise Agreement between Customer and Tidal.
   3. Automatic Renewal. Your subscription as a Paid User will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Tidal’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription prior to the Renewal Commencement Date, by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you want to change or terminate your subscription, please log in and go to the “Change/Cancel Subscription” page on your “Billing Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Tidal to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Tidal does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Tidal may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
   4. Taxes. The payments required under Section 8.2 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Tidal determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Tidal shall collect such Sales Tax in addition to the payments required under Section 8.2 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Tidal, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Tidal for any liability or expense Tidal may incur in connection with such Sales Taxes. Upon Tidal’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
   5. Withholding Taxes. You agree to make all payments of fees to Tidal free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Tidal will be your sole responsibility, and you will provide Tidal with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
   6. Third Party Provider. Tidal may use Stripe, Inc. (“Stripe”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Services, you agree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy, and hereby consent and authorize Tidal and Stripe to share any information and payment instructions you provide with one or more third party service provider(s) to the minimum extent required to complete your transactions. By making reservations on the Services, you also agree to be bound by Stripe’s Seller Terms: https://stripe.com/ssa.
   7. Free Trials and Other Promotions. Any free trial or other promotion that provides Paid User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of the Services will expire and any further use of the Services is prohibited unless you pay the applicable Service Subscription Fee for any such Paid User level access.
9. THIRD-PARTY SERVICES.
   1. Third-Party Services. You acknowledge and agree that certain features and functions of the Services are made available by third parties that control such features and functions, such as MITRE (“Third-Party Providers”), and that the access to and use of such features and functions (“Third-Party Services”), including the availability thereof and uptimes related thereto, is solely determined by the relevant Third-Party Providers. Tidal will have no liability to you for any unavailability of any Third-Party Services, or any Third-Party Provider’s decision to discontinue, suspend or terminate any Third-Party Services. All right, title and interest in and to any Third-Party Services are and shall remain the sole property of their respective Third-Party Providers. Authorized Users may be required to accept additional terms and conditions with respect to access to and use of any such Third-Party Services.
   2. Third-Party Websites and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of Tidal. Tidal is not responsible for any Third-Party Websites or Third-Party Ads. Tidal provides these Third-Party Websites and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave the Services, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
   3. Release. You hereby release Tidal Parties (as defined below) from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. Should you, as a User, have a dispute with respect to any Reservation provided by a Provider, or fees charged pursuant to the Services, you must address such dispute with the Provider directly (although you may copy Tidal on the fee disputes). You, as a User, hereby agree to release Tidal Parties (as defined below) from any losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from or in any way connected with such disputes and your dealings with Providers. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.”
10. Indemnification. You agree to indemnify and hold Tidal, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, and agents and its licensors and suppliers (“Tidal Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Data; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Tidal reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tidal in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
11. Disclaimer of Warranties and Conditions.
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE TIDAL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
       • (a) TIDAL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, DATA, AND DATA ON THE SERVICES ARE ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
       • (b) ANY DATA DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH DATA.
       • (c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TIDAL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
       • (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
       • (e) From time to time, TIDAL may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at TIDAL’S sole discretion. The provisions of this section apply with full force to such features or tools.
    2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TIDAL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TIDAL LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. TIDAL MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TIDALMAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER DATA OBTAINED THROUGH THE SERVICES.
    3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT TIDAL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. TIDAL DOES NOT GUARANTEE OR WARRANT ANY VENDOR’S PERFORMANCE OR OUTCOME OR QUALITY OF THE VENDOR SERVICES PROVIDED, AND IS NOT LIABLE OR RESPONSIBLE FOR ANY VENDOR’S PROVISION OF THE VENDOR SERVICES.
12. Limitation of Liability.
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TIDAL PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE TIDAL PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT TIDAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE TIDAL PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE TIDAL PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE TIDAL PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON TIDAL PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE TIDAL PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
    2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL TIDAL PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY TIDAL AS A RESULT OF YOUR USE OF THE TIDAL PROPERTIES IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID TIDAL ANY AMOUNTS IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, TIDAL’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
    3. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    4. User Data. The Tidal Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any data (including but not limited to Your Data and User Data), user communications, or personalization settings.
    5. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Tidal and you.
13. Procedure for Making Claims of Copyright Infringement. If you believe data posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Tidal Cyber, Inc., Attn: Copyright Agent, PO Box 76, 12644 Chapel Rd, Clifton, VA 20124-9998.
14. Termination. At its sole discretion, Tidal may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Tidal reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Tidal for any purchases will remain due.
15. International Users. Services can be accessed from countries around the world and may contain references to services and data that are not available in your country. These references do not imply that Tidal intends to announce or promote the availability of such services or data in your country. Services are controlled and offered by Tidal from its facilities in the United States of America. Tidal makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
16. Dispute Resolution.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Tidal and limits the manner in which you can seek relief from us.
    1. Applicability of Arbitration Agreement. You agree that any dispute, claim or request for relief relating in any way to the Services or this Agreement, or to any aspect of your relationship with Tidal, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Tidal may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
    2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Tidal will pay them for you.
       
       You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Tidal. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
    4. Waiver of Jury Trial. YOU AND Tidal HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tidal are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 16.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in the District of Columbia in accordance with Section 17.4. All other claims shall be arbitrated.
    6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Tidal Cyber, Inc., PO Box 76, 12644 Chapel Rd, Clifton, VA 20124-9998 or e-mail legal@tidalcyber.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
    7. Severability. Except as provided in Section 16.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    8. Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Tidal.
    9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Tidal makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Tidal at the following address: Tidal Cyber, Inc., PO Box 76, 12644 Chapel Rd, Clifton, VA 20124-9998.
17. General Provisions.
    1. Electronic Communications. The communications between you and Tidal use electronic means, whether you visit Services or send Tidal e-mails, or whether Tidal posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Tidal in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Tidal provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
    2. Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Tidal’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    3. Force Majeure. Tidal shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    4. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Tidal agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in state or federal courts located in Washington, D.C.
    5. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the DISTRICT OF COLUMBIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS Agreement.
    6. Notice. Where Tidal requires that you provide an e-mail address, you are responsible for providing Tidal with your most current e-mail address. In the event that the last e-mail address you provided to Tidal is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Tidal’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Tidal at the following address: Tidal Cyber, Inc., PO Box 76, 12644 Chapel Rd, Clifton, VA 20124-9998. Such notice shall be deemed given when received by Tidal by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    7. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Tidal Cyber, Inc., PO Box 76, 12644 Chapel Rd, Clifton, VA 20124-9998 or e-mail support@tidalcyber.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    8. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    9. Severability. Subject to Section 16.7, if any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    10. Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    12. Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.