This Privacy Policy explains how we, TAC Insight, LLC (“TAC”), collect, use, share, and protect your information. Please read this policy carefully to understand our use of your information and the steps we take to protect it. By accessing or using our products and services, you agree to this Privacy Policy.
What kind of information is collected?
We may collect and store information about you including your name, email address, phone number, physical contact information, accounting transaction data, customer sales and order information, third-party data and other information or data submitted through interaction with our products.
We may also collect information regarding your use of third-party products or services so we can integrate features of those third-party products or services with our products and services being provided to you.
There is also information about your computer hardware and software that is automatically collected by us. This information can include: your IP address, browser type, domain names, access times and referring web site addresses. This information is used by us for the operation of our services and web site, to maintain the quality of the web site, and to provide general statistics regarding use of our web site.
TAC encourages you to review the privacy statements of web sites you choose to link to from our website so that you can understand how those web sites collect, use and share your information. TAC is not responsible for the privacy statements or other content on web sites outside of our website.
How is the collected data used?
Information collected may be used to enhance services provided by us, to prevent fraudulent activity, and to collect information and data related to the use of our products or services. TAC also uses your personally identifiable information to inform you of other products or services available from us and our affiliates.
TAC will not sell or share your personal information with third parties or for any commercial purposes without your consent. We may disclose aggregated and non-personally-identifiable information about the use of our products and services publicly or with third parties to help us improve our products and services.
We may also use trusted third-party service providers and vendors to help us in providing our products and services to you, such as services to host our product platform or for processing payments. We may also store personal information and other data on servers or in locations that are outside of our direct control. These service providers would have access to your information for the limited purpose of providing the service we have contracted with them to provide.
Finally, we may disclose your information and data in response to lawful requests from public or government authorities if we believe that it is reasonably necessary to do so to comply with a law or order, to protect a person’s safety, or to protect our rights or property.
How do we use Cookies?
The TAC web site uses "cookies" to help personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the web server that you have returned to a specific page. For example, if you personalize our pages, or register with our service, a cookie helps us to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same web site, the information you previously provided can be retrieved, so you can easily use the features that you customized.
You have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of our web site.
How your information is protected
Your privacy and the security of your information is important to us. We will store and transmit your information and data using practices that are consistent with commercially-reasonable and industry-standard safeguards to protect the integrity of your information and data. We are continuously evaluating and working to improve our security practices and best methods to protect your personal information and data.
Although we will undertake commercially-reasonable efforts to preserve and protect the integrity of your information and data, please understand that no security measures are without potential risks.
Customer control of collected data
You may decline to provide or submit personal information or data to us through our products or services, however some of our services or features of our products may not be available to you as a result. You also have a right to access information and data that we hold about you.
Changes to our Privacy Policy
By using our products or services, you consent to the collection and use of your personal information by us consistent with this Privacy Policy. Changes to our Privacy Policy become effective when they are posted to this page. Please note that the use of information that TAC gathers is subject to the privacy notice in effect at the time of use. You should check the TAC web site frequently to see recent changes.
Other Legal Notices
Any dispute over privacy is subject to this Privacy Policy and any agreement you have entered into with TAC, including limitations on damages and application of the law of the State of Tennessee.
This Software Service Agreement (the “Agreement”) is between you (the “Customer”) and TAC Insight, LLC (“TAC”), referred to individually each as a Party or collectively as the Parties.
RECITALS
TAC is the owner of certain proprietary material ticketing and management software called the Fast-Weigh suite of software products (the “Software”). TAC sells subscriptions for customers to access and use the Software via a hosted website, access to which will be provided to the Customer by TAC (the “Software Services”).
TAC also provides a desktop application and mobile application that access the Software Services (“Applications”).
TAC will make access to the Software Services and Applications available to Customer upon execution of an order by Customer (the “Order”) and upon payment of any required initial fees identified in the Order.
Customer desires to use the Software Services for Customer’s business purposes, including use by Customer’s employees and other affiliates (collectively the “Authorized Users”) pursuant to the terms and conditions of this Agreement.
The Parties agree as follows:
1. Use of the Software Services: Subject to the terms and conditions of this Agreement, TAC grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, personal right to access and use and permit Authorized Users to access and use the Software Services solely for their internal business purposes. The Software Services will not be used by Customer or by any Authorized Users for, or on behalf of, any third parties that are not authorized under this Agreement. Customer will use commercially reasonable efforts to ensure that Authorized Users use the Software Services in accordance with the terms and conditions of this Agreement. Customer acknowledges that its right to use the Software Services will be web-based only pursuant to the terms of this Agreement and that the Software will not be installed on any servers or other equipment owned or controlled by Customer or otherwise provided to Customer, other than as allowed in the Application license.
2. Application License. Use of Applications by Customer or Authorized Users is subject to the end user license agreement of the Applications which is attached as Exhibit 1, and incorporated into this Agreement by reference.
3. Initial Fees and Term: Customer will pay for a period of twelve (12) months (the “Initial Term”) TAC the fees specified on the Order form. Customer shall pay either (i) a recurring subscription amount for a tier of annual tickets as set forth in the Order (the “Subscription Fee”), or (ii) a per-ticket price as set forth in the Order (“Per Ticket”). If the Customer has elected Per-Ticket then Customer shall pay the estimated annual ticket volume identified in the Order per year (“Per Ticket Fee”). Additionally, Customer shall pay annually or as specified on the Order form a license fee for the Applications (“App Fee”) as specified on the Order form. The Per Ticket Fee, Subscription Fee and App Fee are due at the beginning of the Initial Term and each subsequent Term, unless the Order identifies other payment terms. Customer shall also pay any initial fees including any consulting, setup, and installation fees identified on any Order or stated separately (collectively with the App Fee, Per Ticket Fee and Subscription Fee, “Fees”), pursuant to the terms specified on the Order. If Customer has not paid all Fees due TAC in accordance with the terms of this Agreement and any Order, a monthly finance charge equal to the lesser of (a) 1.5% per month, or (b) the highest amount permitted by law, shall accrue and be payable each month until paid in full. The waiver of a finance charge or any portion thereof shall not be deemed to be a waiver of any future finance charges. Customer shall be liable to TAC for any and all costs and expenses incurred by TAC, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder.
4. Overage and True-Up. If Customer is paying a Subscription Fee and exceeds the number of annual tickets specified in the subscription tier on the Order during a Term, then Customer shall pay the per ticket rate specified in the Order for all tickets above the subscription tier. If Customer is paying Per Ticket then Customer shall pay the per ticket rate specified in the Order for all tickets that are above 80% of the estimated annual volume.
5. Renewal: Subject to early termination as set forth in this Agreement, after the expiration of the Initial Term, this Agreement will automatically renew for subsequent one (1) year periods unless either Party provides written notice of its election not to renew this Agreement at least thirty (30) days prior to the renewal date. If Customer exceeds the annual ticket volume in the 12 months prior to the renewal of this Agreement, TAC reserves the right to automatically move Customer to a higher ticket volume for the next renewal. The Subscription Fee or Per Ticket Fee of any renewal term after the Initial Term will be based on the then-current published prices of the Software Services as of the renewal date as defined on the Order. The Initial Term and any renewal term are collectively referred to as the “Term.”
6. Cessation of Use: Upon termination of this Agreement for any reason, all rights granted to Customer will immediately terminate, and the Customer will cease using the Applications, Software and the Software Services and will take reasonable steps to prohibit Authorized Users from further use of the Applications, Software and Software Services. Upon termination, TAC will retain any of Customer’s data for a period of thirty (30) days from the date of termination. TAC will provide access to Customer’s data for retrieval by Customer for those thirty (30) days, after which TAC will no longer be responsible for any of Customer’s data associated with the Software and the Software Services.
7. Support and Maintenance: TAC will maintain the Applications, Software and the Software Services and provide all enhancements, patches and fixes to the Applications, Software and the Software Services at no additional cost.
8. Hardware: Customer will be responsible for purchasing any necessary hardware for use of the Applications, Software and the Software Services by Customer. TAC may recommend hardware or specifications for hardware that is suitable for use with the Applications, Software or Software Services but TAC is not responsible for the purchase, reliability, or maintenance of any hardware required for use of the Applications, Software and Software Services. TAC may sell Customer hardware for use with the Applications, Software and Software Services, and TAC’s liability and Customer sole and exclusive remedy for any issue with such hardware is defined in the warranty that TAC provided with such hardware.
9. Silo Loadout: Customer may choose to use the Applications and Software to assist in operating a silo loadout (“Silo Loadout”) with or without hardware provided by TAC. Customer is not authorized to use the Applications, Software, or TAC provided hardware for Silo Loadout unless: i) a Silo Loadout safety system is in place and is properly tested and maintained; ii) all hardware including hardware provided by TAC for Silo Loadout is installed according to the specifications accompanying the hardware by a licensed electrician; and iii) a qualified operator operates the Silo Loadout at all times. Customer understands that Customer has the responsibility to monitor the Silo Loadout system at all times.
10. Intellectual Property: All rights, title, and interest in and to the Applications, Software, and all trade names, trademarks, trade secrets, proprietary information and other intellectual property of TAC (collectively the “TAC IP”), is, and at all times will remain, the sole exclusive property of TAC. Except the right to use the Applications, Software and the Software Services as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, any TAC IP. Customer will not, either directly or indirectly, copy, modify, duplicate, create derivative works from, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit, or distribute all or any portion of the Applications or Software in any form or media or by any means, and will not authorize or knowingly permit any Authorized Users to do the same. Customer may not wrap the Software or Applications graphical user interface or application programming interface in another interface. Customer may not sell or license access to the Applications, Software, or Software Services by itself or as a part of a service or product.
11. Warranty Disclaimer: Except as provided herein and in Paragraph 7 above, the Applications, Software, and Software Services are provided on an “as-is” and “as-available” basis and TAC makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the Applications or Software. TAC SPECIFICALLY DISCLAIMS, ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE APPLICATIONS, SOFTWARE, AND SOFTWARE SERVICES (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). TAC will make commercially reasonable efforts to ensure that the Applications and Software are free of any viruses, Trojan horses, worms, and any other malicious software. Notwithstanding the foregoing, TAC does not represent or warrant that: (1) the use of the Applications or Software will be secure, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; or (2) the Applications or Software will meet Customer’s requirements or expectations. Customer accepts sole and complete responsibility for: (1) the selection of the Applications, Software and the Software Services to achieve Customer’s intended results; (2) use of the Applications, Software and the Software Services; (3) the results obtained from the Applications, Software and Software Services; and (4) the terms of any contracts between Customer and Authorized Users. Customer will not assert any claims against TAC based on theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Customer will defend TAC from any demand, claim, and indemnify and hold TAC harmless from any and all losses, liabilities, costs, expenses, and damages, including reasonable attorneys’ fees, directly or indirectly resulting from Customer’s use of the Applications, Software and the Software Services.
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event will TAC be liable for any special, incidental, indirect, consequential, punitive, exemplary or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Applications, Software, Software Services, or any TAC provided hardware whether based upon contract, warranty, tort, negligence, strict liability or otherwise, even if TAC has been advised or should have known of the possibility of such damages. Without limiting the foregoing or any other limitation of liability in this Agreement, in any event, under no circumstances, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort, statutory, or otherwise, will TAC be liable to Customer for any losses, liabilities, costs, expenses or damages in any amount exceeding the Subscription Fee actually paid by Customer to TAC in the prior twelve-month period. TAC shall have no liability whatsoever to Customer for any claims of patent, copyright, or other intellectual property right infringement or misappropriation of trade secrets made against Customer incident to the use of the Applications, Software, Software Services or TAC provided hardware.
13. Indemnification: Customer agrees to indemnify, defend and hold TAC, and the officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies of TAC (each an “Indemnified Person”) harmless from any loss, cost, expense (including attorney’s fees, expert’s fees, and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as “claim”), in any manner arising out of or relating to Customer’s, or Customer’s officers, directors, employees (i) violating or otherwise breaching of any provision of this Agreement, (ii) acts or omissions in the conduct of Customer’s business; (iii) Customer’s use of Silo Loadout; (iv) negligence, recklessness or intentional misconduct.
14. Suspension. If Customer does not pay the Fees owed under this Agreement or any amounts owed under another agreement between Customer and TAC when due then Customer’s use of the Applications and Software Services may be suspended by TAC until the Fees or other amounts are paid in full. If Customer’s use of the Applications or Software Services is suspended, Customer still owes all Fees for the entire Term.
15. Feedback. TAC has not agreed to and does not agree to treat as confidential any Feedback (as defined below) you provide to TAC, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict TAC’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. (“Feedback” means any suggestion or idea for improving or otherwise modifying the Applications, Software or Software Services.)
16. Website. Customer acknowledges and agrees that the Software Services are provided by TAC in part through the Fast-Weigh website portal. Customer accepts and agrees to comply with the Privacy Policy, and copyright and trademark notices of TAC posted on the website. Customer acknowledges and agrees that, because the Software Services are provided in part through the website, it is necessary for Customer to have computer equipment and an internet connection that meets minimum specifications published by TAC from time to time on the website, and Customer acknowledges and agrees to periodically update Customer’s computer equipment or internet connection to meet such minimum specifications. Customer acknowledges that the Software Services may be interrupted due to (a) website downtime for scheduled maintenance at TAC’s sole discretion, or (b) interruptions in internet connectivity or other website downtime caused by circumstances beyond TAC’s control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemic, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within TAC’s control, network intrusions or denial of service attacks. Customer agrees that TAC shall not, in any way, be liable for, or have responsibility with respect to, any such interruptions.
17. User ID and Password. During the registration process Customer created a user ID and password that allows you to have access to the Software Services. Customer has also created user accounts to allow Authorized Users allowed under Customer’s Order to access the Software Services. The additional users must be employees, customers, or contractors of Customer. Customer will not provide its user ID or password to access the Software Services to any other person or entity other than Authorized Users, or allow any other person or entity to access Software Services under Customer’s user ID and password. Customer agrees that Customer is solely responsible for any actions that occur under Customer’s user ID and password or the user accounts Customer has created. In the event that any of the user ID’s and passwords Customer created become known by a third party Customer agrees to take all available precautions to prevent the user ID and password from being used by an unauthorized individual, including, but not limited to, disabling the user ID and Customer agrees to notify TAC immediately.
18. Default: Customer will be in default of this Agreement if Customer fails to make any payment when due and fails to cure the default within five (5) business days after receipt of written notice thereof from TAC. Except for Customer defaults described above, either Party will be in default of this Agreement if the Party is in material breach of this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice thereof from the non-breaching Party. If a Party is in default, the non-breaching Party may terminate this Agreement or seek any other remedies available at law or in equity, except as otherwise provided in this Agreement. In the event Customer breaches or attempts to breach any provisions of this Agreement, TAC will have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempted breach.
19. Confidentiality: Each Party will use commercially reasonable efforts (but in no case less than the efforts used to protect its own proprietary, confidential, or non-public information) to protect all proprietary, confidential, or non-public information pertaining to or in any way connected to the Applications, Software, the Software Services, or Customer’s customer list, pricing or other confidential business information (collectively the “Confidential Information”). Neither Party will disclose or publicize Confidential Information of the other Party without such Party’s prior written consent. The confidentiality obligations will expire three (3) years after the date of termination of this Agreement except that the terms of this Section will continue in effect with respect to trade secrets for so long as they remain trade secrets under applicable law. Notwithstanding the foregoing, the restrictions on disclosure herein will not apply to information (1) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer; (2) already known to the Customer prior to disclosure pursuant to this Agreement; (3) obtained at any time lawfully from a third party under circumstances permitting its use or disclosure to others; or (4) required by law or court order to be disclosed.
20. Taxes: Customer is responsible for payment of any and all applicable taxes on the purchases of licenses, software hosted services, programming services, training, maintenance, support, and hardware invoices by TAC related to this Agreement. TAC may bill Customer for any taxes that TAC believes it is required to collect from the Customer. If TAC is subsequently assessed a tax by a governmental agency on purchases made or services provided under this Agreement, Customer agrees to provide evidence of payment of such tax to the governmental agency, or to pay such tax including any interest or penalties to TAC. If Customer does not make such payment of taxes or provide evidence of payment of such taxes to TAC or governmental agency within 30 days of written request from TAC, then Customer agrees to pay taxes and all additional costs of collection, including attorney and other collection fees incurred by TAC. Provided that TAC is solely responsible for TAC’s income, property, and employee taxes.
21. Revision to Agreement: The terms of this Agreement may be periodically revised and updated by TAC upon issuance of updates or new versions of the Applications, Software or changes to the Software Services. Continued use of the Applications, Software and Software Services by Customer will be deemed to be an acceptance of the revised Agreement.
22. No Partnership, Joint Venture, or Agency: Nothing in this Agreement is intended to or will operate to create a partnership or joint venture between the Parties, or authorize either Party to act as an agent for the other, and neither Party will have the authority to act in the same or on behalf of or otherwise bind the other Party in any way.
23. Completeness. This Agreement, any Orders, and any license agreements associated with Applications set forth the entire understanding between TAC and Customer with respect to the matters set forth herein and supersedes all previous agreements and representations with respect to Applications, the Software, and Software Services. In the event of a conflict between this Agreement, any Orders, and Application license agreements, the provisions in this Agreement will govern, followed by the provisions in any Application license agreement. The recitals to this Agreement are incorporated by reference.
24. Miscellaneous: This Agreement is governed by the laws of the State of Tennessee without regard to its conflict of law principles. The sole and exclusive venue for all disputes hereunder is the federal or state courts located in Knox County, Tennessee. The parties’ consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. Failure to enforce any rights granted herein shall not be deemed a waiver as to subsequent enforcement of such rights. The prevailing party in any action filed under this Agreement or related to the Applications, Software or Software Services is entitled to reasonable attorney’s fees and costs. Sections 10, 11, 12, 13, 19, and 24 survive the expiration or termination of this Agreement.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that part of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
Neither the rights nor obligations arising under this Agreement are assignable by Customer. Any attempt to assign rights or obligations under this Agreement will be void and without effect unless otherwise specified above.
25. Acknowledgment: CUSTOMER ACKNOWLEDGES HAVING READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
EXHIBIT 1
This End User License Agreement (“Agreement”) is a legal agreement between you and TAC Insight, LLC, a Delaware limited liability company and its successors and assigns (“TAC”).
TAC has developed material ticketing and management software called Fast Weigh which can be accessed through a hosted website (“Services”).
TAC provides the end user applications in both desktop and mobile form you are using (“App”) that access the Services (“App”);
TAC and its customer (“Customer”) have entered into a Software Service Agreement (“SSA”) to allow Customer to access the Services.
In order to use the App and have access to the Services you are required to enter into this Agreement.
By clicking “I Agree” or a similar box or button during your acceptance of the sales order you are agreeing to become bound by the terms of this Agreement.
If you do not agree to the terms of this Agreement, then you are not allowed to use the App.
1. App License. Subject to the provisions of this Agreement, TAC grants to you a nonexclusive, non-transferable, non-sublicenseable, revocable, limited, object code, personal license to install and use the App to access the Services on one device at the number of locations you have paid for, for as long as Customer has properly licensed the Services under the SSA and paid for the ability to use the App.
2. Charges. Customer has agreed to pay certain fees for use of the App. If Customer does not pay the required fees you understand that TAC may terminate this Agreement and all licenses granted under this Agreement immediately.
3. Use of the App. You are not allowed to use the APP while driving. You agree to defend and indemnify TAC against any claims from third parties as a result of your use of the APP while driving.
4. Restrictions. You may not distribute copies of the App to third-parties. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the App. You may not remove, alter, or obscure any proprietary notices, including trademark or copyright notices, in the App. You may not use any third-party program to access or use the App without the express written consent of TAC. You may not use the App in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the App. You may not attempt or gain access to any TAC servers or networks through hacking or any other means. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” the Services without TAC’s prior, express, and written permission.
5. Copy Restrictions. The App is copyrighted. Unauthorized copying of the App or any accompanying written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. You may copy the App onto one backup device. You are not permitted to make any other copies of the App.
6. Ownership. This Agreement is not a sale of the App and TAC or its licensors retains title and ownership of the App and all subsequent copies, including the intellectual property rights therein, regardless of the form or media in or on which the App is motioned or subsequent copies exist.
7. Updates. TAC may create, from time-to-time, upgrades, modifications, updates, additions, and/or patches to the App, which may be made available to you while you hold a current and valid account to use the App.
8. User Id and PIN. Customer has created a user id and PIN that allows you to have access to the App and the Services. You agree that you are responsible for any actions that occur under your user id and PIN. In the event that your user id and PIN become known by a third party you agree to take all available precautions to prevent the user id and PIN from being used by an unauthorized individual, including, but not limited to, disabling the user name, and you agree to notify TAC immediately.
9. Privacy. During the registration process for the App, you provided TAC with personal information such as your name and email address. Also, while you use the App, TAC will collect information related to your use of the App. TAC will also collect information such as your IP address when you use the App. You authorize TAC to collect and store this data and use in compliance with the TAC privacy policy which is located at https://tacinsight.com/terms_____________________.
10. Feedback. TAC has not agreed to and does not agree to treat as confidential any Feedback (as defined below) you provide to TAC, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict TAC’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. “Feedback” means any suggestion or idea for improving or otherwise modifying the App.
11. No Warranty. THE APP AND SERVCIES ARE PROVIDED “AS IS” WITHOUT WARRANTY AND TAC EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, OR SPECIFICATION, AS WELL AS ANY WARRANTIES THAT THE APP (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. You agree that neither TAC nor any other party has made any representations or warranties, nor have you relied on any representations or warranties, express or implied, with respect to the App or Services. You acknowledge that no affirmation of fact or statement (whether written or oral) made by TAC, its representatives, or any other party outside of this Agreement with respect to the App or Services shall be deemed to create any express or implied warranty on the part of TAC or its representatives.
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TAC BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF PROFITS, REVENUE, DATA OR USE, OR FROM INTERRUPTED COMMUNICATIONS OR DAMAGED DATA, OR FROM ANY DEFECT OR ERROR OR IN CONNECTION WITH YOUR ACQUISITION OF SUBSTITUTE GOODS OR SERVICES OR MALFUNCTION OF THE APP OR ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY, EVEN IF TAC OR ANY OTHER PERSON HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS INTENDED PURPOSE. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE APP, OR THE SERVICES, FOR ANY CAUSE WHATSOEVER, IS TO STOP USING THE APP.
13. Termination. TAC may terminate this Agreement if you fail to comply with the provisions of this Agreement, Customer’s right to use the Services is terminated or expires for any reason, or at the end of any subscription period. If this Agreement terminates then all licenses granted under this Agreement immediately terminate. The following provisions survive the termination of this Agreement Sections 6, 11, 12 and 14.
14. Choice of Law; Venue. This Agreement is governed by the laws of the State of Tennessee, without regard to choice of law provisions to the contrary. The application of the U.N. Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern or apply to the App provided in connection with this Agreement, including the warranty terms herein. The sole and exclusive jurisdiction and venue for any actions concerning the enforcement, construction, or interpretation of this Agreement shall be in the Chancery or Circuit Courts of Knox County, Tennessee, or in the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.
15. Headings. The headings of the sections of this Agreement are for convenience only, and in no way limit or affect the terms and conditions or the meaning or interpretation of this Agreement.
16. Severability. If any provision of this Agreement is held to be invalid or unenforceable then that provision will be altered or limited such that it is enforceable and corresponds to the original provision as closely as possible. An invalid or unenforceable provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement.
17. Assignment. TAC may assign the rights of TAC hereunder without prior notice to you and upon such assignment, TAC shall be released from all liability hereunder. You may not delegate, assign, or sublicense this Agreement or any rights under this Agreement without the prior written consent of TAC, such consent to be granted or withheld in TAC’s sole and absolute discretion, and any such delegation or assignment shall be ineffective.
18. Waiver. Waiver by either party of a breach of any provision contained in this Agreement shall not constitute or be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
19. Time To File Lawsuit Or Other Action. You agree to file any lawsuit or other action you may have against TAC or its agents, employees, subsidiaries, affiliates or parent companies within one (1) year from the date of the event that caused the loss, damage or liability or be forever barred.
20. Completeness. This Agreement and the SSA sets forth the entire understanding between you and TAC with respect to the matters set forth herein and supersedes all previous licenses, agreements, and representations with respect to the App. If there is a conflict between the terms of this Agreement and the SSA the terms of the SSA govern.
