Effective Date: February 3, 2026
These Terms of Service (“Terms”) are a legal contract between you (“you”) and Tiberius Aerospace, Inc. (“Tiberius”, “us”, “our” or “we”) and govern your use of all the text, data, information, graphics, documents, photographs and other materials (collectively referred to as “Materials”) that we and our affiliates may make available to you through any area of Tiberius’s Agility marketplace (the “Marketplace”), and any services we may provide through the Marketplace (the “Services” and, collectively with the Marketplace and Materials, the “Platform”).
READ THESE TERMS CAREFULLY BEFORE BROWSING THE MARKETPLACE OR OTHERWISE USING THE PLATFORM. USING ANY PART OF THE PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS AND, IF APPLICABLE TO YOUR USE OF THE PLATFORM, TIBERIUS’ DATA PROCESSING ADDENDUM (ENTERED INTO SEPARATELY). YOU CANNOT USE THE PLATFORM IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH TIBERIUS. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
Agility is an online platform that connects defense contractors and other manufacturers (“Manufacturers”) with businesses that can supply the components they need to produce their products (“Suppliers”). Through Agility, Manufacturers can quickly identify, evaluate, and engage qualified Suppliers, reducing sourcing timelines and fostering more efficient supply chain relationships.
We may choose to modify, suspend or discontinue any part or all of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting the modified terms of use on the Marketplace and, if you have registered for an account with us, by describing the modifications to these Terms in an email that we will send to the address associated with your account in our records.
If you object to any such modifications, your sole recourse shall be to cease using the Platform. Continued use of the Platform following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. These Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Marketplace or on the sites of our partners.
By using the Platform, you agree that you are at least 18 years of age or the age of majority in your jurisdiction, or if you are under the age of majority (a “Minor”), that you are using the Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Platform and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.
In these Terms we are granting you a limited, non-exclusive and non-transferable license to access, use and to display the Materials on the Marketplace solely for your internal business use; your right to use the Materials is conditioned on your compliance with these Terms. You may not distribute, publicly display, publicly perform or otherwise use the Materials outside the Platform. You have no other rights in the Platform or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Marketplace or any of the Materials in any manner. If you make copies of any of the Materials you must keep on the copies all of our copyright and other proprietary notices as they appear on the Platform.
You are responsible for complying with these Terms when you access and use the Platform. If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
You must successfully register with us in order to access password-restricted areas of the Platform and to post or view opportunities on the Marketplace. If you want an account, you must submit all of the information required on the account registration page on the Marketplace. Once you submit the required registration information, we will determine whether or not to approve your proposed account. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly.
It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Marketplace and Services, as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s). Unless expressly permitted in writing by Tiberius, you may not sell, rent, lease, share, or provide access to your account to anyone else. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us.
Subject to your compliance with the terms and conditions contained in these Terms and any Supplemental Agreement (defined below) to which you are a party, Tiberius, during the relevant term for which you have subscribed to use Tiberius Services (the “Subscription Term”), hereby grants you and, if applicable, those of your employees, consultants, contractors, and/or agents: (a) for whom a subscription to access to the Marketplace has been purchased, (b) who are authorized by you to access and use the Marketplace, and (c) who have been supplied user identifications and passwords for such purpose (“Authorized Users”), a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with the applicable documentation and in each case solely for your internal business use. Your use of the Platform may be subject to certain limitations.
You shall not, directly or indirectly, and you shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Marketplace; (b) modify, translate, or create derivative works based on any element of the Platform or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Platform; (d) use the Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for your benefit and the benefit of your Authorized Users; (e) remove any proprietary notices from the documentation; (f) use the Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Platform; or (h) attempt to gain unauthorized access to the Materials, the Marketplace, the Services, or their related systems or networks.
Except as expressly granted in these Terms, there are no other licenses granted to you or any Authorized User, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Tiberius.
Once a Manufacturer has created an account, submitted all required information, and been vetted by Tiberius, that Manufacturer may post information about the components they desire and share those posts with either (i) a limited number of Suppliers chosen by the Manufacturer or (ii) all Suppliers. Once a Supplier responds, Manufacturers will be required to enter into a separate fees agreement with Tiberius (the “Supplemental Agreement”). After the Supplemental Agreement has been executed, the Manufacturer may communicate with relevant Suppliers through the Platform to negotiate and execute the terms for purchase and sale of such components.
Once a Supplier has created an account, submitted all required information, and been vetted by Tiberius, that Supplier may post information about its business and capabilities on the Marketplace and may view opportunities posted by Manufacturers who have chosen to permit the Supplier to view their posts. Once a Supplier responds to a Manufacturer’s post for required components, that Supplier agrees that the Platform shall be the sole means through which it will negotiate and execute the terms for purchase and sale of such components.
Tiberius does not charge a fee for the general access to the Platform. Instead, as described in the Supplemental Agreements, fees are payable when the Manufacturers and Suppliers enter into an agreement for purchase and sale of components. You agree to pay all fees applicable to your and your Authorized Users’ use of the Platform using one of the payment methods Tiberius supports.
If a Manufacturer (or any Affiliate of such Manufacturer) and Supplier (or any Affiliate of such Supplier) enter into an agreement outside of the Platform for purchase and sale of components at any time within one (1) year of receiving any information about such opportunity via the Platform (an “Alternative Transaction”), then both the Supplier and Manufacturer shall promptly notify Tiberius of such Alternative Transaction. If Tiberius determines, in its sole reasonable discretion, that the Alternative Transaction is the same or substantially similar to the opportunity that was posted on the Marketplace, then the Manufacturer shall promptly pay the applicable fees that would have been payable as set forth in the applicable Supplemental Agreement. If there was no Supplemental Agreement, then Manufacturer shall promptly pay Tiberius an amount equal to 9% of the amount paid or payable to the Supplier in the Alternative Transaction. If the Manufacturer fails to notify Tiberius of such Alternative Transaction and to pay the applicable fees within ten (10) business days of its effective date, Manufacturer will immediately be liable to Tiberius for liquidated damages in the amount 9% of the amount paid or payable to the Supplier in the Alternative Transaction, which Manufacturer agrees is liquidated damages, not a penalty, and a reasonable measure of the harm Tiberius will suffer in the event of such circumvention of the Platform. A party’s obligations under this Section will survive termination of these Terms.
All amounts payable under these Terms or the Supplemental Agreements will be made without setoff or counterclaim, and without any deduction or withholding. You agree that we may invoice you for any unpaid fees. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. You agree to pay all invoiced amounts within thirty (30) calendar days of the invoice date.
If Tiberius does not receive fees by the due date, then at our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
If any amounts owed by you are more than thirty (30) days overdue, Tiberius may, to the extent permitted by applicable law, suspend your and your Authorized Users’ access to the Platform until such amounts are paid in full; provided that Tiberius agrees that it will not exercise its rights under this Section if the applicable charges are under reasonable and good-faith dispute and you are cooperating diligently to resolve the dispute.
By using the Platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message). These electronic communications may include transactional information and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.
Please review our Privacy Policy, which explains how Tiberius collects and uses personal information uploaded to the Platform.
We may provide links on the Platform to third-party websites. If you use these links, you will leave the Platform. We are not obligated to review any third-party websites that you link to from the Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
YOU AGREE THAT TIBERIUS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.
Certain areas of Marketplace permit you to post, upload, submit or otherwise transmit information, data, text, documents, messages, or other materials (“User Content”). You acknowledge and agree that you are solely responsible for all User Content provided or uploaded by you or your Authorized Users, whether publicly posted or privately transmitted, and you represent and warrant that (i) you have all rights required to post such User Content; (ii) your User Content does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party; (iii) any information contained in your User Content is not known by you to be false, inaccurate, or misleading; (iv) your User Content does not violate any law; and (v) your User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files.
By posting, displaying, sharing or distributing User Content on or through the Marketplace, you grant us, our affiliates, and our subcontractors a nonexclusive license to use the User Content solely for the purpose of providing the Services and operating and improving the Platform. Tiberius may modify, copy, translate or make derivative works of User Content in connection with its provision of the Platform as required to format such User Content for presentation within the Platform, to continually improve the Platform and to develop new services and offerings.
Notwithstanding anything else in these Terms or otherwise, Tiberius may monitor your use of the Platform and use data and information related to such use, including to compile statistical and performance information, prepare and maintain analytics related to the provision and operation of the Platform, and monitor potential transactions between users (“Aggregated Statistics”). As between Tiberius and you, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Tiberius.
Opinions, advice, statements, or other information made available on the Platform by its users are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. TIBERIUS DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE SERVICE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY ANY THIRD-PARTY. UNDER NO CIRCUMSTANCES WILL TIBERIUS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PLATFORM OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
Unauthorized use of the Platform may result in violation of various United States and international laws. Unless you have written permission from us stating otherwise, you are not authorized to use the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
Tiberius may temporarily suspend your or your Authorized Users’ access to the Platform in the event that either you or any of your Authorized Users is engaged in, or we in good faith suspect is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Tiberius will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that our exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification.
You agree to indemnify and hold Tiberius and its officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, your violation of these Terms or your violation of any rights of another.
As between Tiberius and you, all right, title and interest in the Platform, all software used to provide the Platform, and any other Tiberius materials furnished or made available hereunder, and all modifications, enhancements and derivative works thereof, and all suggestions, ideas and feedback proposed by you regarding the Platform, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Tiberius or Tiberius’s licensors and providers, as applicable.
As between Tiberius and you, all right, title and interest in the User Content and all intellectual property rights therein and thereto, belong to and are retained solely by you.
The trademarks, service marks, and logos of Tiberius (“Our Trademarks”) used and displayed on various parts of the Platform are registered and unregistered trademarks or service marks of Tiberius. Other company, product, and service names located on our platforms may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Platform are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Content that violates intellectual property rights of others, suspending access to the Platform to any user who uses the Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Platform in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent for notice of claims of infringement. To be sure the matter is handled immediately, your written notice must:
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:
We reserve the right, in our sole discretion, to terminate the account or access of any user of the Platform who is the subject of repeated DMCA or other infringement notifications.
You hereby acknowledge and agree that we are NOT a party to any oral or written agreement or any other contract entered into between users of the Platform.
No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the Platform. You do not have any authority whatsoever to bind us in any respect. Neither we nor any users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
Your interactions with individuals and/or organizations found on or through the Platform, including the performance of any services by such parties and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party.
You understand that we do not and cannot make representations as to the suitability of any individual or organization you may decide to interact with on or through the Platform and/or the accuracy or suitability of any advice, information, or recommendations made by any individual or organization.
IF THERE IS A DISPUTE BETWEEN USERS OF THE PLATFORM, OR BETWEEN ANY USER OF THE PLATFORM AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU HEREBY RELEASE US, OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542.
THE MARKETPLACE, MATERIALS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE MARKETPLACE, MATERIALS AND SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE MARKETPLACE, MATERIALS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE, MATERIALS AND SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
YOU ACCEPT FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS OR TRANSACTIONS YOU MAKE IN THE COURSE OF USING THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT (A) USE OF THE PLATFORM IS AT YOUR SOLE RISK; AND (B) TIBERIUS AND ITS THIRD-PARTY SUPPLIERS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION IN USE OF THE PLATFORM, DELAYS OR ERRORS CAUSED BY ANY USER’S USE OF THE PLATFORM, OR ANY PART THEREOF.
YOU ARE USING THE MARKETPLACE, MATERIALS AND SERVICES AT YOUR SOLE RISK. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, DOWNLOADING OR USING ANY MATERIALS OR USER CONTENT OR YOUR USE OF THE SERVICE AND/OR MARKETPLACE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. TIBERIUS’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE THEREOF. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES.
The parties acknowledge that each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party. “Confidential Information” means all written or oral information, disclosed by either party to the other, related to either party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure should reasonably be understood by the party receiving such information as confidential. Without limiting the foregoing, all information about any other user of the service made available to you in connection with your use of the Platform, including User Content made available by such users in connection with potential purchases or sales, will be deemed Confidential Information of Tiberius.
Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described in these Terms; (ii) that such party will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with these Terms; and (iv) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of these Terms.
Notwithstanding the foregoing, the parties’ obligations of confidentiality will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.
We control and operate the Platform from our headquarters in the United States of America and the entirety of the Platform may not be appropriate or available for use in other locations. If you use the Platform (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.
Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion.
To the fullest extent permitted by applicable law, Tiberius reserves the right, without notice and in our sole discretion, to terminate your license to use the Platform and to block or prevent your future access to and use of the Platform, including but not limited to where we reasonably consider that: (a) your use of the Platform violates these Terms or applicable law; (b) you engage in an Alternative Transaction; (c) you fraudulently use or misuse the Platform; or (d) we are unable to continue providing the Platform to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with the Platform, any term of these Terms, any policy or practice of Tiberius, or any content or information transmitted through the Platform, is to terminate your account and to discontinue use of any and all parts of the Platform.
Upon expiration or termination of these Terms, (a) your use of and access to the Platform shall cease; and (b) all fees and other amounts owed to Tiberius shall be immediately due and payable. Tiberius shall have no obligation to maintain or provide any User Content and may thereafter delete all User Content in its systems or otherwise in its possession or under its control.
This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act, and you and Tiberius each agree that this section is intended to satisfy the “writing” requirement of the Federal Arbitration Act.
THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION AND JURY TRIAL WAIVER.
To the fullest extent permitted by law, by using the Platform, you and Tiberius agree that if a dispute arises between you and Tiberius relating in any way to the Platform or your use thereof, the dispute will be resolved in accordance with the provisions set forth in this section. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.
You may elect to opt-out (exclude yourself) from the pre-arbitration dispute resolution, final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in these Terms by sending a written letter to us at: Customer Service, Tiberius Aerospace, 514 30th Street, Newport Beach, CA 92663, within thirty (30) calendar days of your initial agreement to these Terms.
You and Tiberius agree that whenever you or Tiberius have a disagreement (“Dispute”) with the other arising out of, connected to, or in any way related to the Platform that is subject to the arbitration provision herein, you and Tiberius will first send a written notice to the other party (a “Demand”). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address; and (4) shall be personally signed by the individual claimant or for Tiberius by its authorized representative. Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute. Compliance with this informal dispute resolution procedure is mandatory and a condition precedent to initiating any lawsuit or arbitration.
If the Dispute stated in the Demand is not resolved to your or Tiberius’ satisfaction within ten (10) business days after the conference described above, and you intend on taking legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS’s Consumer Rules (as applicable), as modified by this Agreement to Arbitrate.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Tiberius may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law.
The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules.
You and Tiberius agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Tiberius agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect any other person or party. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.
If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against Tiberius, and such circumstances meet the definition and criteria of Mass Filings set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures, you and Tiberius agree that JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims.
Stage One: Counsel for the claimants and counsel for Tiberius shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Tiberius will pay the mediator’s fee.
Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Tiberius shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims.
If your claim is not resolved as part of the staged process identified above, either:
Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address within 30 days after the conclusion of Stage Two.
Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected to be filed and to proceed in individual arbitrations as part of a staged process.
The parties acknowledge that information exchanged via the Platform may be subject to U.S. export control laws and regulations. Each party shall comply with all applicable export and import laws and regulations, including but not limited to, the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations, and the export control regulations propounded by the United States Department of Energy. The parties shall not export, disclose, transfer, furnish or otherwise provide any article, technical data, technology, defense service, or technical assistance of the other party to any foreign country or foreign person as defined by ITAR without obtaining in advance proper U.S. government export authorization.
If you are a US Federal Government entity, Tiberius provides the Platform, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Platform include only those rights customarily provided to the public, as defined in these Terms. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Platform without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Platform will be heard in the courts located in Los Angeles County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Tiberius and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Tiberius about the Platform.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Platform is provided by Tiberius Aerospace, Inc., 514 30th Street, Newport Beach, CA 92663. If you have a question or complaint regarding the Platform, please contact Customer Service at legal@tiberius.com. You may also contact us by writing Tiberius Aerospace, Inc., 514 30th Street, Newport Beach, CA 92663. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at legal@tiberius.com.