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.
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 Insight 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 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.
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.
TAC is the owner of certain proprietary material ticketing and management software under 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 will make access to the Software Services 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.
1. Use of the Software Services: TAC grants to Customer a limited, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Software Services solely for their 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. Notwithstanding the foregoing, TAC will make available to Customer software that is downloadable for installation on mobile devices, tablets, desktop, or other computers of Customer for accessing the Software Services from those devices. Use of software downloadable for installation on Customer’s devices is subject to any end user license agreement of that software.
2. Initial Fees and Term: Customer will pay TAC the recurring subscription amount set forth in the Order (the “Subscription Fee”) for a period of twelve (12) months (the “Initial Term”). Customer will pay the recurring subscription set forth in the Order on either an ongoing monthly basis or as a one-time fee as provided in the Order. Customer will further pay any initial fees including any consulting, setup, and installation fees identified on the Order or stated separately.
3. 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. The Subscription Fee of any subsequent 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.
4. 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 Software and the Software Services and will take reasonable steps to prohibit Authorized Users from further use of the 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.
5. Support and Maintenance: TAC will maintain the Software and the Software Services and provide all necessary patches and fixes to the Software and the Software Services at no additional cost. Such maintenance will not include any additional functionality or custom programming unless otherwise agreed between the Parties.
6. Hardware: Customer will be responsible for purchasing any necessary hardware for use of the Software and the Software Services by Customer. TAC may recommend hardware or specifications for hardware that is suitable for use with the Software or Software Services but is not responsible for the purchase, reliability, or maintenance of any hardware required for use of the Software and Software Services.
7. Intellectual Property: All rights, title, and interest in and to the 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 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 Software in any form or media or by any means, and will not authorize or knowingly permit any Authorized Users to do the same.
8. Warranty Disclaimer: Except as provided herein and in Paragraph 5 above, the Software is 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 Software. TAC will make commercially reasonable efforts to ensure that the Software is 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 Software will be secure, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; or (2) the Software will meet Customer’s requirements or expectations. Under no circumstances will TAC be liable to Customer for any direct, indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the use or inability to use the Software including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results or computer failure or malfunction, even if TAC has been advised or should have known of the possibility of such damages.
Customer accepts sole and complete responsibility for: (1) the selection of the Software and the Software Services to achieve Customer’s intended results; (2) use of the Software and the Software Services; (3) the results obtained from the 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 Software and the Software Services.
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 Software or the Software Services, whether based upon contract, warranty, tort, negligence, strict liability or otherwise, even if TAC has been advised of the possibility of such damages. In any event, under no circumstances 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.
9. 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) 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) 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.
10. 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 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.
11. Indemnification: TAC will indemnify and hold harmless CUSTOMER from and against any and all third party claims and causes of action, as well as related losses, liabilities, and judgments, awards, settlements, damages, expenses, and costs incurred or suffered by Customer which directly relate to or directly arise out of (i) the violation or infringement of any third-party intellectual property rights by Customer’s authorized use of the Software, (ii) the willful misconduct or gross negligence of TAC to the Software and Software Services, (iii) any amounts, including taxes, interest, and penalties assessed against Customer that are the obligation of TAC. Notwithstanding the foregoing, TAC will not be liable for any damages with respect or related to, or in connection with: (i) files or data uploaded through TAC by Customer or any of its affiliates or end users; (ii) unauthorized or negligent uses of the Software or Software Services; or (iii) Customer’s failure to use, sublicense, or offer for subscription the Software for the purposes for which they were ordered.
12. 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.
13. 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 Software or changes to the Software Services. Continued use of the Software and Software Services by Customer will be deemed to be an acceptance of the revised Agreement.
14. 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.
15. Miscellaneous: This License Agreement is governed by the laws of the State of Tennessee without regard to its conflict of law principles. All disputes hereunder shall be resolved by 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.
If any portion of this License Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this License Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that part of this License Agreement that is unlawful, void or unenforceable shall be stricken from this License Agreement.
Neither the rights nor obligations arising under this License Agreement are assignable by CUSTOMER. Any attempt to assign rights or obligations under this License Agreement will be void and without effect unless otherwise specified above.
16. Acknowledgment: CUSTOMER ACKNOWLEDGES HAVING READ THIS LICENSE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER ALSO AGREES THAT THIS LICENSE AGREEMENT AND THE TAC INVOICE OR OTHER WRITTEN NOTICES AND/OR CERTIFICATIONS RECEIVED FROM TAC ENUMERATING THE NUMBER OF SYSTEM LICENSES TOGETHER COMPRISE THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.