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 registration for the App 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 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.
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.