User Agreement

Thank you for using Traffic Jam! Traffic Jam and any related Services (as defined below) are provided by Marinus Analytics LLC (“Provider”). The person or entity using Traffic Jam and/or any related Services is referred to herein as “you”, “your”, or “Customer”. If you are using our Services on behalf of a business, another type of entity or employer, you are accepting this Agreement on their behalf, and that business, entity or employer agrees to be bound by this Agreement.

IMPORTANT: READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. IT CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT LIMITS OUR LIABILITY AND THAT YOU ARE WAIVING AND RELEASING US FROM VARIOUS CLAIMS IN SECTION 7 BELOW. THIS AGREEMENT ALSO CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 12.11 AND A WAIVER OF JURY TRIALS IN SECTION 12.12 THAT AFFECT YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES. BY USING THE SERVICES, YOU CONFIRM THAT YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

By using or accessing the Traffic Jam website, you agree to the following agreement,

1.   Certain Definitions.

    "Access Credentials"  means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Hosted Services.

    "Authorized User" means this User Agreement

    "Authorized User" means each of the individuals, who are over 18 years of age, authorized to use the Services pursuant to Section 3.1 and the other terms and conditions of this Agreement.

    "Customer Data"means, other than Resultant Data, information, data and other content in any form or medium that is provided by Customer or an Authorized User to Provider, including, without limitation, any information transferred to Provider by Customer via email, as well as any information transferred to Provider by Customer by or through the Services.

    "Documentation" means any manuals, instructions or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

    "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

    "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

    "Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

    "Permitted Use" means any use of the Services by an Authorized User for the benefit of Customer solely for supporting his or her law enforcement or organizations with similar safety professional roles (e.g. analysts at the National Center for Missing and Exploited Persons).

    "Person" means any use of the Services by an Authorized User for the benefit of Customer solely for supporting his or her law enforcement or organizations with similar safety professional roles (e.g. analysts at the National Center for Missing and Exploited Persons).

    "Provider Materials" means the Service Software, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include and any information, data or other content derived from Provider's monitoring of Customer's access to or use of the Services.

    "Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services.

    "Resultant Data" means information, data and other content that is derived by or through the Services from processing, inspecting or analyzing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content.

    "Service Software"  means the Traffic Jam software and website, as well as any other Provider software application or applications, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Provider provides remote access to and use of as part of the Services.

    "Services" means the Hosted Services (as defined in Section 2.1), Service Software, the Website, and any related services, as further set forth in Section 2.1.

    "Third Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Provider.

2. Services.

2.1. Services. Subject to and conditioned on Customer's payment of fees due to Provider, and Customer’s and its Authorized Users' compliance with the terms and conditions of this Agreement, during the Term, Provider shall use commercially reasonable efforts to provide to Customer and its Authorized Users the services described in this Agreement (collectively, the "Services") in accordance with the terms and conditions hereof, including to host, manage, operate and maintain the Service Software for remote electronic access and use by Customer and its Authorized Users ("Hosted Services"). Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful.

2.2. Suspension or Termination of Services. Provider may, directly or indirectly, suspend, terminate or otherwise deny Customer's, any Authorized User's or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, immediately and without notice to Customer, if: (a) Provider receives a judicial or other governmental demand or order that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; (iii) this Agreement expires or is terminated; or (iv) the continued provision of the Services to Customer, or their use by Customer, would violate applicable Laws. This Section 2.2 does not limit any of Provider's other rights or remedies, whether at law, in equity or under this Agreement.

2.3. Services Content. Customer acknowledges that information and data aggregated through the Services are of an adult nature and may be offensive. Provider assumes no ownership of such information and data, which are Third Party Materials and are copies of publicly available advertisements and other content available on the Internet. If Customer encounters explicit evidence of child trafficking while using the Services, Customer agrees to alert Provider so that this content may be reported and removed. For such purpose, please email Provider at info@marinusanalytics.com. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT INFORMATION AND DATA ACCESSED THROUGH THE SERVICES IS NOT A DETERMINATION OF CRIMINAL ACTIVITY, INCLUDING HUMAN TRAFFICKING.

2.4. Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

3. Authorization and Customer Restrictions.

3.1 Authorization. Subject to and conditioned on Customer's payment of the fees due to Provider and compliance and performance in accordance with all other terms and conditions of this Agreement, Provider hereby authorizes Customer to access and use, during the Term, the Services and such Provider Materials as Provider may supply or make available to Customer solely for the Permitted Use by and through Authorized Users in accordance with the conditions and limitations set forth in this Agreement, and solely in accordance with all applicable Laws. This authorization is non-exclusive and non-transferable.

3.2 Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the Provider Materials and (as between Provider and Customer) the Third Party Materials are and will remain with Provider and the respective rights holders in the Third Party Materials.

3.3 Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement; provided, however, that in no event shall Customer access or use, or permit any other Person to access or use, the Services, Provider Materials and/or Third Party Materials in any manner and/or for any purpose which does not comply with applicable Laws. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

(a) copy, modify or create derivative works or improvements of the Services or Provider Materials (provided, however, the terms of this Section 3.3(a) shall not prohibit Customer’s making use of the functionality of the Services for their intended purpose (e.g., creating and/or storing reports that copy the output of queries made through the Services);

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

(d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials (e.g., no sharing of user logins or other Access Credentials);

(e) input, upload, transmit or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any computer virus or other harmful code;

(f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Provider Systems or Provider's provision of services to any third party, in whole or in part;

(g) remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

(h) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable Law;

(i) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage; or

(j) otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under Section 3.1.

4. Data Backup. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.

5. Security and Privacy.

5.1. Provider Systems and Security Obligations. Provider will use reasonable efforts to provide security measures for the Services; however, Customer acknowledges that no data transmission over the Internet and no methods of data storage can be guaranteed to be 100% secure.

5.2. Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Hosted Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Hosted Services.

5.3. Privacy. Provider will employ privacy measures in accordance with its Privacy Policy, a current copy of which is set forth on Provider’s website at https://www.tj-tool.com/privacy. Provider will only share the identity of its Customers or Authorized Users in accordance with the Privacy Policy. Provider may use Customer’s email addresses to contact Customer regarding maintenance in connection with the Services and for the other purposes described in our Privacy Policy. Provider has the ability to monitor when Authorized Users log into the Service. OUR SYSTEM LOGS MAY RECORD THE SEARCHES CONDUCTED IF YOUR ACCOUNT SETTINGS ENABLE THE SEARCH HISTORY FEATURE.

6. Intellectual Property Rights.

6.1. Services and Provider Materials. All right, title and interest in and to the Services and Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the Services or Provider Materials (including Third-Party Materials) except as expressly set forth in this Agreement or any applicable third-party license. All other rights in and to the Services and Provider Materials (including Third-Party Materials) are expressly reserved by Provider and the respective owners of the Third-Party Materials, as applicable.

6.2. Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 7.3. Customer hereby represents and warrants to Provider that Customer’s provision of the Customer Data to Provider, and Provider’s use and processing of the Customer Data as permitted by the terms of this Agreement, will not violate applicable Laws or the rights of any third party.

6.3. Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Provider, its Subcontractors and the Provider personnel as are necessary or useful to perform, analyze or make improvements to the Services; and (b) to Provider as are necessary or useful to enforce this Agreement and exercise its rights and perform its hereunder. This consent is freely transferable to third parties acquiring all or substantially all of the business or assets of Provider, or that part of Provider’s business or assets to which this Agreement or the Services relate.

7. Warranties.

7.1. DISCLAIMER OF WARRANTIES.

ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICES MAY INCLUDE THE USE OF FACIAL RECOGNITION TECHNOLOGY. THE USE OF SUCH TECHNOLOGY MAY BE PROHIBITED IN CERTAIN JURISDICTIONS. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THE LAWS APPLICABLE IN YOUR JURISDICTION RELATING TO THE USE OF FACIAL RECOGNITION TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY LAWS LIMITING OR PROHIBITING THE USE OF SUCH TECHNOLOGY BY LAW ENFORCEMENT.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

8. Indemnification.

8.1. Customer Indemnification. Customer (the “Indemnitor”) shall indemnify, defend and hold harmless Provider and its affiliates, and each of its and their respective officers, directors, employees, Subcontractors, agents, successors and assigns (each, a "Indemnitee") from and against any and all Losses incurred by such Indemnitee in connection with any claim, suit, action or proceeding (each, an "Action") by a third party (other than an affiliate of a Indemnitee) that arise out of or relate to any:

(a) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants or obligations under this Agreement;

(b) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement

(c) Customer’s, or its Authorized Users, use of the Services or Provider Materials; or

(d) Customer Data.

8.2. Indemnification Procedure. Provider shall promptly notify Customer in writing of any Action for which Provider believes it or any other Indemnitee is entitled to be indemnified. The Indemnitees shall cooperate with the Indemnitor at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 8.2 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9. Intellectual Property Infringement.

9.1. Mitigation. If any of the Services or Provider Materials are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party terms of use or service, contract right or Intellectual Property Right, or if Customer's or any Authorized User's use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

(a) obtain the right for Customer to continue to use the Services and Provider Materials substantially as contemplated by this Agreement;

(b) modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing substantially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or

(c) by written notice to Customer, immediately terminate this Agreement with respect to all or part of the Services and Provider Materials, and require Customer to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof, provided that, subject to Customer's compliance with its post-termination obligations. THIS SECTION 11 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND PROVIDER MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY TERMS OF USE OR SERVICE, CONTRACT RIGHTS OR INTELLECTUAL PROPERTY RIGHTS.

10. Limitations of Liability.

10.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (D) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT OF FEES CUSTOMER PAID TO PROVIDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST ACT GIVING RISE TO PROVIDER’S LIABILITY TO CUSTOMER UNDER THIS AGREEMENT. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11. Force Majeure.

11.1. No Breach or Default. In no event will Provider be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, or other civil unrest, national or regional emergency, strikes or other industrial disturbances, passage of Law or any action taken by a governmental or public authority restricting or prohibiting Provider’s provision of the Services or Customer’s use of the Services, in whole or in part, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation, or any mechanical or computer failure beyond Provider’s reasonable control (each, a "Force Majeure Event").

12. Miscellaneous.

12.1. Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

12.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12.3. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement have binding legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 12.3):

Notices sent in accordance with this Section 12.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

12.4. Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

12.5. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

12.6. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Provider's prior written consent, which consent Provider may give or withhold in its sole discretion. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 12.6 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

12.7. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.8. Amendment and Modification; Waiver. rovider may modify this Agreement or any additional terms that apply to any aspect of the Services for any reason, for example, to reflect changes to Laws or changes to the Services. Customer should look at this Agreement regularly and the “Last Updated” date at the beginning of this Agreement. Provider will use reasonable efforts to give Customer notice of these modifications, such as posting notice of modifications to this Agreement on this web page, through the Services, or via email. By continuing to use the Services after Provider makes these modifications, Customer agrees that it will be subject to the modified Agreement. If Customer does not agree to the modified terms for any aspect of the Services, Customer should discontinue its use of such aspect(s) of the Services. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.9. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.10. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

Without limiting the waiver and release in Section 7, Customer hereby agrees to the following:

a. Purpose. Any and all Disputes (as defined below) involving Customer and Provider will be resolved through arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 12.11 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in this Agreement, this Section 12.11 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

b. Definitions. The term "Dispute" means any claim or controversy related to the Services, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before this Agreement or any prior agreement; (3) claims that arise after the expiration or termination of this Agreement; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, " Provider" means Marinus Analytics LLC and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “Customer” means Customer and any of Customer’s users or beneficiaries of Customer’s access to the Services.

c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). Customer may deliver any required or desired notice to Provider by mail to Provider at PO Box 6127, Pittsburgh, PA 15212-9998.

d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either Customer or Provider may bring an individual action in a small claims court in the area where Customer accesses the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

e. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when Customer notifies Provider about the Dispute. Customer can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of this Agreement, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless Customer and Provider agree otherwise, any arbitration hearing will take place in Pittsburgh, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

g. Arbitration Fees and Costs. If Customer’s claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If Customer’s claims seeks less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be Provider’s responsibility. However, if the arbitrator finds that Customer’s Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and Customer shall reimburse Provider for all fees and costs that were Customer’s obligation to pay under the JAMS Rules. Customer may hire an attorney to represent Customer in arbitration. Customer is responsible for its attorneys’ fees and additional costs and may only recover attorneys’ fees and costs in the arbitration to the extent that Customer could in court if the arbitration is decided in Customer’s favor. Notwithstanding anything in this Arbitration Provision to the contrary, Provider will pay all fees and costs that it is required by law to pay.

h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, CUSTOMER AND PROVIDER HEREBY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

i. Continuation. This Arbitration Provision will survive the termination or expiration of this Agreement.

12.11. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.12. Equitable Relief. Notwithstanding anything to the contrary, each party acknowledges and agrees that a breach or threatened breach by Customer of

Section 3.3

, or any other breach or threatened breach by Customer regarding Provider’s intellectual property rights, would cause Provider irreparable harm for which monetary damages would not be an adequate remedy, and Customer hereby agrees that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IMPORTANT: by accessing our site, you are agreeing to abide by these rules and our terms of service.

1. Traffic Jam users are not allowed to share their login with other individuals;

2. Traffic Jam users must be at least 18 years old;

3. For human access only (contact us about an API, if seeking programmatic connection);

4. Traffic Jam is intended for human trafficking interdiction;

5. For further terms and privacy policy, please read the document below (also located in footer of Traffic Jam);

Traffic Jam User Agreement