Terms of Service
Last Updated: February 4, 2015
1. Overview. These Terms of Service set forth the terms and conditions on which Tacklr, Inc. (“Tacklr,” “we” or “us”), a Missouri corporation, provides subscribers with access to and use of the Tacklr Platform and Services (as defined below). PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY PLACING AN ORDER FOR, ACCESSING OR OTHERWISE USING THE PLATFORM OR SERVICES, ON BEHALF OF YOURSELF AND YOUR COMPANY OR ORGANIZATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE.
2. Services. Tacklr will provide you with subscription-based access to the Platform (as defined below) and any curation, tagging, analytics, reporting, design, hosting and other services (collectively, “Services”) ordered by you and agreed to by Tacklr, as set forth in the corresponding order. All Services are provided in accordance with Tacklr’s established policies and procedures, as updated from time to time. You are responsible for: (a) procuring, installing and maintaining all client-side equipment necessary to remotely access and use the Platform, including a compatible Internet browser and network connectivity; (b) assigning qualified personnel to manage your responsibilities and coordinate with Tacklr regarding the Services; (c) providing all information, documentation, cooperation and assistance reasonably requested by Tacklr; (d) maintaining appropriate business continuity and disaster recovery procedures (as desired) in the event of unavailability of the Platform for any reason; and (e) testing and validating the Services for use in your business, including compatibility with your culture, policies, procedures and operations. Tacklr will have no responsibility or liability arising out of or resulting in whole or in part from your failure or delay to provide any resources or perform any responsibilities, or for acts or omissions of third parties, Internet or power outages, network or telecommunications failures, or force majeure or other events beyond Tacklr’s reasonable control.
3. Tacklr Platform. Tacklr will deliver the Services using its proprietary technology, websites, methods, systems, middleware, interfaces and tools for content curation, tagging, review, management and publication (the “Platform”). During the term of the applicable subscription, subject to your compliance with the provisions hereof, Tacklr grants you a limited, non-exclusive, non-transferable and non-sublicensable license for your employees or agents performing functions on your behalf (“Authorized Users”) to remotely access and use the Platform solely in accordance with the end user documentation, in compliance with these Terms of Service and those rules, policies and procedures as may be implemented and updated by Tacklr from time to time, and in compliance with all applicable laws and regulations. You acknowledge that access to the Platform and use of the Services is limited to the specific department(s), division(s) and/or brand(s) identified in the applicable order, and that an additional order and payment of additional fees would be required to access the Platform or use the Services for additional or alternative departments, divisions or brands.
4. Fees and Charges. Access to and use of the Platform and Services will be billed at the pricing and in accordance with the payment schedule set forth in this corresponding order, or if no pricing and payment terms are specified, at Tacklr’s then-current rates with payment due net thirty (30) days after receipt of invoice. All amounts are stated and payable in U.S. Dollars and are non-refundable. The fees are exclusive of travel, lodging and other expenses for any on-site services requested by you. You agree to reimburse Tacklr for any such expenses as reasonably incurred. The fees are exclusive of any taxes or duties associated with the Platform or Services, however designated or levied in any jurisdiction by any taxing authority. You are solely responsible for all such taxes, excluding taxes based on Tacklr’s net income. If applicable, you will provide evidence of tax-exempt status prior to the first payment becoming due. Tacklr reserves the right to suspend access to the Platform and/or provision of the Services for delinquent payment, and to charge interest on overdue amounts at the rate of one and one half percent (1.5%) per month (eighteen percent (18%) per annum), or such lesser maximum rate as may be permitted by applicable law, accruing from the due date until the date paid.
5. Account Set-Up; Account Administrator. In order to access and use the Platform, each of your Authorized Users must establish a unique user account (“Account”). You are responsible for (i) designating your Authorized Users, (ii) establishing and overseeing access levels and privileges, and (iii) disabling your Accounts (either directly or by contacting Tacklr’s designated support channel) when access is no longer required, including immediately upon termination of an Authorized User’s affiliation with your company or organization. You agree to designate one or more appropriate and qualified Authorized Users to have administrative-level privileges and to act as your account administrator for the Platform (the “Account Administrator”). The Account Administrator’s responsibilities include coordinating with Tacklr regarding your use of the Platform and managing your Accounts. You represent and warrant that your Account Administrator will maintain authority to act on your behalf concerning the Service, and that Tacklr can rely on the Account Administrator’s actions and instructions.
6. Account Security. Each Authorized User is responsible for keeping confidential his or her Account credentials (including username and password). Authorized Users may not share Account credentials unless expressly approved by Tacklr. You agree to notify Tacklr immediately upon discovering any known or suspected unauthorized access to, misuse of, or breach of security for the Platform or your Authorized Users’ Accounts, and to provide all information and take all reasonable steps requested by Tacklr in connection therewith. You are responsible for your Authorized Users’ acts and omissions in connection with the Services and for all activities occurring under your Authorized Users’ Accounts. Tacklr reserves the right to suspend access to the Service in order to protect the security and integrity of its systems, facilities and equipment.
7. Your Content. You are solely responsible for all original content authored or supplied by you to accompany Online Content linked to, posted or otherwise published or re-distributed using the Platform, such as introductory text you prepare to accompany a hyperlink to an online video or a company logo you supply to accompany a link to a newswire about your company or organization (collectively, “Your Content”), including the quality and accuracy thereof, and for evaluating whether Your Content is consistent with the image, messaging and values of your brand, company or organization. As between Tacklr and you, you will retain exclusive ownership of Your Content. You hereby grant Tacklr a non-exclusive, non-transferable license to reproduce, display, perform, transmit, distribute, prepare derivative works of and otherwise use Your Content as reasonably necessary for Tacklr to provide and improve the Platform and Services.
8. Online Content. All news stories, blog entries, videos, photos and other online content curated or otherwise made available on or through the Platform, whether by Tacklr, you or another user of the Platform (“Online Content”), is made available on an “AS IS” and “AS AVAILABLE” basis, without representations or warranties any kind. You are solely responsible for determining your legal rights and obligations with respect to the Online Content, as well as for evaluating whether the Online Content is consistent with the image, messaging and values of your brand, company or organization. Prior to linking to, posting or otherwise publishing or re-distributing any Online Content, you agree to obtain any and all necessary permissions, licenses and clearances, and to provide any and all required credits and attribution. Tacklr does not condone copyright infringement, and reserves the right to suspend or terminate your use of the Platform with or without prior notice if you or your Authorized Users violate the copyrights or other intellectual property rights of third parties.
9. Your Website. If ordered as part of the Services, you may use the Platform to facilitate publication of Your Content or Online Content to one or more designated websites owned and operated by you (“Your Website”). You are solely responsible for: (a) all domains, email addresses, logos and other trademarks or branding used in connection with Your Website; (b) all content, graphics, specifications and other materials provided by you for display on or use with Your Website; (c) all activities taking place on or through Your Website, including without limitation all products and services advertised, marketed, sold and/or offered for sale; and (d) complying with all applicable laws and regulations pertaining to Your Website, including without limitation all applicable privacy, information security, merchant and unsolicited communications laws and regulations.
10. Social Media Sites. If ordered as part of the Services, you may use the Platform to facilitate publication of Your Content or Online Content on one or more Internet or mobile sites not owned or operated by you, including pages that you maintain or establish on YouTube, Facebook, Twitter or other social media sites (“Social Media Sites”). You are solely responsible for complying with the terms and conditions of the Social Media Sites, including for determining that Your Content and Online Content is suitable for publication. Tacklr assumes no responsibility or liability for any information, products or services available on or through any Social Media Sites, or for any actions taken by you or others in connection therewith.
11. Tacklr Property. Tacklr and its suppliers will retain exclusive ownership of and all right, title and interest in and to the Platform and Services, including without limitation the technology, systems, methods, middleware and interfaces, all domains and sub-domains (other than those specifically owned by you for Your Website), the design, layout, graphics, programming code and “look and feel” for the Platform and Services, all templates, forms and other content authored or supplied by Tacklr for use with Your Website or any Social Media Site, all enhancements and improvements to the foregoing (even if requested or paid for by you), all goodwill associated therewith, and all copyrights, trademarks and other intellectual property and proprietary rights of any nature throughout the world embodied therein. All rights not expressly granted to you by Tacklr are reserved. From time to time, you may provide Tacklr with suggestions, ideas or other feedback regarding the Platform or Services. Tacklr, its successors and assigns are and will be free to use, disclose and otherwise commercialize and exploit such feedback free of any and all claims by or monetary obligations to you, or proprietary, confidentiality or other restrictions of any kind, including for purposes of developing improvements to the Platform and Services.
12. Analytics Data. Tacklr will retain exclusive ownership of all data, statistics and analytics regarding the curation, tagging, review, approval, rejection and publication of Online Content by Tacklr, you and other users of the Platform (collectively, “Data”). You hereby assign to Tacklr your entire copyright and other right, title and interest (if any) in and to such Data. You may use the Data only as made available on the Platform during the term of your applicable order. You may not download, re-deploy or use the Data outside of the Platform; provided, however, you may retain and use for your internal business purposes Data included in any custom reports prepared by Tacklr for you from time to time (manually or as an automated part of the Platform). You acknowledge and agree that Tacklr may aggregate and re-use Data for the benefit of you and other users of the Platform. By way of clarification, Tacklr will not identify or otherwise associate any particular Data with you or your associated brands in connection with any such aggregation or re-use.
13. Web Hosting; Domain Registration. If specified in the order, Tacklr may provide or re-sell Web hosting services, assist you with the registration of one or more domains, or assist you with obtaining SSL certificates or other Web or e-commerce credentials for Your Website. Any such Services are provided by Tacklr as an accommodation subject to the pricing and price increases imposed by third party providers, and are warranted, if at all, only if and to the extent warrant by the third party providers. Although Tacklr will use reasonable efforts to coordinate with you and providers regarding any availability or quality of service issues, Tacklr does not assume any responsibility or liability for such services. You agree to comply and ensure compliance by your Authorized Users with the terms and conditions imposed by the hosting, domain registrar and other third party providers. You further acknowledge that Tacklr is not responsible for informing you of domain, certificate or credential expirations, acting to prevent expirations, or recovery costs in the event that any domain, certificate or credential expires.
14. Prohibited Activities. You and your Authorized Users may not: (a) deactivate, bypass, or otherwise circumvent any access controls or other security measures for the Platform; (b) access or use the Platform through interfaces or automated means (such as test tools, screen capture technology, scripted browsers, or other programmatic methods) not expressly approved by Tacklr; (c) impersonate or attempt to access or use the Account of a representative of Tacklr, another client, or another user; (d) disseminate viruses, Trojan horses, spyware, or other malicious code through the Platform; (e) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the Platform functionality; (f) attempt to gain unauthorized access to Tacklr’s or any other Platform user’s networks, systems, or data; (g) engage in or promote any activity, or post or transmit any content, that is illegal, threatening, abusive, offensive, obscene, harassing, defamatory, deceptive, false, unsafe, invasive of another’s privacy, or endangering of minors in any way; or (h) infringe, misappropriate, or violate any third party intellectual property or proprietary rights, rights of privacy or publicity, or other rights, or violate any contractual, fiduciary, or other legal duty or obligation.
15. Proprietary Rights Restrictions. Except as expressly set forth herein, you and your Authorized Users may not, nor will you authorize or permit any other person or entity to: (i) reproduce, distribute, publicly display, sublicense, lease, rent, loan, transfer, or otherwise make available the Platform or any Online Content or Data available on or through the Platform; (ii) modify, adapt, alter, translate, or create derivative works of the Platform or any Online Content or Data available on or through the Platform; (iii) use the Platform in or as part of a service bureau, timesharing or outsourcing capacity, unless expressly identified and approved by Tacklr in the corresponding order; (iv) develop an alternative to the Platform that is based on or derived from, in whole or in part, the Platform, user documentation or other information or materials of Tacklr; (v) use the Platform in violation of any import, export, re-export, intellectual property or other applicable laws or regulations; (vi) remove or obscure any copyright or other proprietary rights notices, trademarks or trade designations for the Platform, or on any user screens or documentation; or (vii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying programming, data or database structures for the Platform.
16. Term; Termination. The term of your subscription will be as set forth in the applicable order; if no term is specified, the term will be deemed to be on a month-to-month basis. Notwithstanding the foregoing, Tacklr may terminate your subscription, in whole or in part: (a) if you materially breach these Terms of Service (including non-payment) and fail to cure the breach within fifteen (15) days after receiving email or other written notification thereof; (b) if you become or are declared insolvent, make a general assignment for the benefit of creditors, suffer a receiver to be appointed for you, enter into an agreement for the composition, extension, or readjustment of all or substantially all of your obligations, file a voluntary petition in bankruptcy, or have an involuntary petition in bankruptcy filed against you, which petition is not dismissed with prejudice within sixty (60) days after the filing thereof; (c) for convenience, upon not less than thirty (30) days’ prior email or other written notification to you, subject to a prorated refund of any hosting fees paid prepaid in respect of Services to be provided after the date of termination; or (iv) for any other basis mutually agreed to and set forth in the applicable order.
17. Effects of Termination. Upon the expiration or termination of an order for any reason: (a) Tacklr will cease providing the Services; (b) you and your Authorized Users will immediately discontinue access to and use of the Platform, and all rights and licenses granted to you will automatically terminate; and (c) you will pay Tacklr all fees and charges due and owing under these Terms of Service. In the event of improper termination by you or termination by Tacklr for cause, the foregoing will include, without limitation, the fees and charges that would have been due for the remainder of the then-current term of the applicable order. Sections 4, 11, 12, 14, 15, and 17 through 22, and any other provisions of these Terms of Service which by their terms or nature are intended to survive, will survive the expiration or termination of an order for any reason, and will be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
18. DISCLAIMER. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, TACKLR HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT. TACKLR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT ONLINE CONTENT, YOUR CONTENT OR DATA WILL BE ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM VIRUSES, TYPOGRAPHICAL ERRORS OR ALTERATIONS BY THIRD PARTIES, OR THAT THE PLATFORM OR SERVICES WILL BE COMPATIBLE OR INTEROPERATE WITH YOUR NETWORK, SYSTEMS OR DATA, MEET YOUR PARTICULAR REQUIREMENTS, OR ACHIEVE ANY PARTICULAR RESULTS. TACKLR DOES NOT VALIDATE, GUARANTEE OR ENDORSE ONLINE CONTENT, YOUR CONTENT OR DATA AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION THEREWITH. THE PLATFORM MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES OR DELAYS, AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TACKLR DOES NOT GUARANTEE THE AVAILABILITY OF THE PLATFORM AND WILL NOT BE LIABLE FOR ANY PERIODS OF INACCESSIBILITY OR INOPERABILITY. NO EMPLOYEE OR AGENT HAS AUTHORITY TO BIND TACKLR TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE.
19. Indemnification. You acknowledge that although Tacklr is providing you with remote access to and use of certain technology, it is not the creator, publisher or distributor of the Online Content or Your Content. You assume sole responsibility for your use of the Platform and Services, and agree to indemnify, defend and hold Tacklr harmless from and against any and all claims, demands, suits, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or resulting in whole or in part from your or your Authorized Users’ violation of these Terms of Service or use or misuse of the Platform or Services, including without limitation all activities occurring on Your Website or Social Media Sites or under your Accounts, the curation, storage, processing, reproduction, transmission, display, linking to, distribution or publication of Your Content or Online Content, your brands, products and services, the actual or alleged violation of any applicable laws or the rights of another person or entity in connection therewith (whether on a direct, vicarious or contributory basis), and/or any claims or allegations (whether or not bona fide) by third parties arising out of or related thereto; provided, however, you will have no indemnification obligation for any liability resulting from and attributable solely to the gross negligence or willful misconduct of Tacklr or its personnel.
20. LIMITATIONS ON LIABILITY. IN NO EVENT WILL TACKLR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE PLATFORM, THE SERVICES, OR YOUR OR ANY OTHER USER’S ACCESS TO OR USE THEREOF, INCLUDING LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS OR DESTRUCTION OF DATA, OR BUSINESS INTERRUPTION OR DOWNTIME. THE TOTAL CUMULATIVE LIABILITY OF TACKLR ARISING OUT OF AND RELATED TO THESE TERMS OF SERVICE, THE PLATFORM, THE SERVICES AND YOUR OR ANY OTHER USER’S ACCESS TO OR USE THEREOF WILL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE TOTAL FEES (IF ANY) PAID BY YOU TO TACKLR FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR TEN DOLLARS ($10), WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT EXPAND THIS LIMITATION. THE LIMITATIONS ON LIABILITY IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, CONTRIBUTORY, VICARIOUS OR STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND WILL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR TYPES OF DAMAGES, AND SO SUCH DISCLAIMERS MAY NOT APPLY TO YOU.
21. Dispute Resolution.
(a) Informal Dispute Resolution. It is the intent of the parties to work amicably and in good faith to resolve any disputes that may arise between them in an expeditious and cost-effective manner. Each party will promptly communicate to the other party any issues, concerns or problems arising in connection with these Terms of Service, and the parties agree to work together to informally resolve such matters as they arise, including by escalating such matters as necessary to persons with appropriate decision making authority. Such informal dispute resolution will not be construed as a precondition to pursuing more formal remedies, or waive or diminish either party’s rights or remedies, all of which are expressly reserved.
(b) Binding Arbitration. Any dispute, claim or controversy arising out of or related to the Platform, the Services or these Terms of Service, or the validity, construction, breach or enforcement hereof, whether in contract, tort or otherwise (a “Dispute”), whether between Tacklr and you or the parties’ heirs, successors or permitted assigns, upon written demand of either party, will be submitted to and resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; provided, however, nothing contained herein will limit or delay a party’s right to obtain provisional injunctive or other non-monetary equitable relief in any court of competent jurisdiction. The arbitration will be conducted in English in accordance with the substantive laws of the State of Missouri, U.S.A. before a single, neutral arbitrator with experience conducting arbitrations in the field of Internet and technology services contracts, pursuant to a protective order issued by the arbitrator that requires the parties to maintain the confidentiality of the arbitration proceeding and all activities occurring and documents exchanged in connection therewith. In order to reduce costs, the arbitration will be conducted by telephonic and/or video conference between and among the arbitrator, the parties and their counsel. Any required in-person hearings will be conducted in St. Louis, Missouri. Each party will be responsible for advancing half the filing fee, arbitrator’s fees and similar expenses directly related to the arbitration, specifically excluding the other party’s legal fees and similar costs. The prevailing party in the arbitration will be entitled to recovery of its advanced portion of such arbitration costs, together with its reasonable legal and other expenses incurred in connection with the arbitration, in addition to any other relief that it may receive. The award of the arbitrator will be accompanied by a statement of the reasons upon which the award is based, and will be final and non-appealable; provided, however, no award may provide a remedy beyond those permitted under these Terms of Service. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (Title 9 of the United States Code) will apply to the construction, interpretation and enforcement of this arbitration provision.
(a) Governing Law. These Terms of Service will be governed and interpreted for all purposes by the laws of the State of Missouri, U.S.A., without reference to any conflict of laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted by any jurisdiction) do not and will not apply to these Terms of Service, and are hereby specifically excluded.
(b) Notices. All notices under these Terms of Service must be in writing and in the English language. Notices to you may be delivered by email, fax or postage prepaid registered or certified mail, return receipt requested, to the most current address on file. Notices to Tacklr must be delivered by postage prepaid registered or certified mail, return receipt requested, to the attention of the CEO at Tacklr’s then-current corporate headquarters address, unless we have provided you with an alternative notice address.
(c) Assignment. Neither party may assign or otherwise transfer these Terms of Service or an order, in whole or in part, without the prior written consent of the other party, not to be unreasonably withheld. Any attempted assignment in violation of the foregoing will be null and void from the beginning and without effect. Notwithstanding the foregoing, Tacklr may fulfill its duties through its affiliates and appropriate and qualified subcontractors, and may assign these Terms of Service or any order to a successor in interest in connection with Tacklr’s merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets.
(d) Relationship; Third Party Beneficiaries. The parties hereto are independent contractors. Nothing in these Terms of Service will be deemed to create any agency, employment, partnership, fiduciary or joint venture relationship between the parties, or to give any third party any rights or remedies under or by reason of these Terms of Service. Notwithstanding the foregoing, the disclaimers, limitations on liability and indemnification protections under these Terms of Service will extend to Tacklr, its directors, officers, employees, agents and affiliates. All references to Tacklr in connection therewith will be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.
(e) Equitable Relief. The Platform comprises the confidential and proprietary information of Tacklr and its suppliers, and constitutes a valuable trade secret. You acknowledge that any breach of the license or ownership provisions of these Terms of Service would cause irreparable harm to Tacklr, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to all other remedies available at law or in equity, Tacklr will be entitled to obtain injunctive and other non-monetary equitable relief in any court of competent jurisdiction.
(f) U.S. Government Restricted Rights. The Platform and related documentation are licensed with RESTRICTED RIGHTS as “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Service” and “Commercial Computer Service Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Service and Commercial Computer Service Documentation is licensed (if at all) to U.S. Government end users only as Commercial Items, and with only those rights as are granted to other licensees pursuant to these Terms of Service.
(g) Amendment; Waiver. We reserve the right to amend these Terms of Service from time to time. Any amendments will be effective when posted by us or otherwise made available to you. Your access to the Platform or use of the Services after we have amended these Terms of Service will signify your acceptance of the amended terms. Except as stated in this section, these Terms of Service may be amended only by a written instrument executed by a duly authorized representative of each party. No right or obligation will be waived by any act, omission or knowledge of a party, except by an instrument in writing expressly waiving such right or obligation and signed by an authorized representative of the waiving party. Any waiver on one occasion will not constitute a waiver on subsequent occasions.
(h) Severability; Construction. If any provision of these Terms of Service is determined to be invalid or unenforceable under applicable law, such provision will be amended by an arbitrator or court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from these Terms of Service if such amendment is not possible, and the remaining provisions of these Terms of Service will continue in full force and effect. The captions in these Terms of Service are for reference purposes only, and will not affect the meaning or interpretation of these Terms of Service. The term “including” as used herein means “including without limitation.” The terms “hereunder,” “herein,” “hereof” and similar variations mean these Terms of Service as a whole, and not any particular section.
(i) Entire Agreement. These Terms of Service set forth the entire agreement of the parties and supersede all prior and contemporaneous proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof. In the event of any conflict between these Terms of Service and an order, unless otherwise expressly stated in the order, these Terms of Service will control. Where you require a purchase order as part of your procurement process, such purchase order may be issued for administrative purposes only. Any additional or conflicting terms proposed by you in any purchase order, acknowledgement, or other writing will not be binding on Tacklr, and are hereby objected to and expressly rejected.
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