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Online License Agreement - Tactician Corporation © 2008
Tactician Corporation
305 North Main St.
Andover, MA 01810
(978) 475-4475
This is a legal agreement between you, the online service subscriber, and Tactician Corporation
(Tactician). By using this online service you are consenting to the terms of this Agreement and make it
binding upon yourself and the company you represent. You represent that you have the authority to enter
into this Agreement. If you do not agree to the terms of this Agreement, DO NOT USE THIS ONLINE SERVICE.
1. DEFINITIONS: As used in this Agreement, "Service" means the Tactician online map and report creation
and analysis service. "Subscriber" means the individual who has purchased a Subscription from Tactician to
use the Service and has a Sign In Name and PIN Code to gain access to the Service. "Permitted Output" means
maps, reports and data files created by the Subscriber using the Service. "Third Party Licensors" means
any party that has licensed to Tactician the right to include its proprietary computer programs or data in
Tactician's software or data products that are used in providing the Service. "Order Form" means the online
form that a prospective Subscriber must complete in order to purchase the Service and become a Subscriber.
"Subscription Period" means the period of time, selected by Subscriber in the Order Form, during which
Subscriber will have access to the Service. Where used herein the term "You" or "you" shall refer to the
Subscriber.
2. SCOPE: Your Subscription will provide you with access to the Service for the duration of your
Subscription Period for purposes of creating an unlimited number of maps and reports. Access may be limited,
especially during peak times. A separate subscription license is required for each unique user having
access to the Service.
3. LICENSE AND RESTRICTIONS: In consideration of the subscription fees paid,
Tactician hereby grants to Subscriber a limited, non-exclusive, non-transferable,
license to use the Service during the Subscription Period and for a single
Subscriber only ("Subscription"). If you wish to obtain
access for more than one user, you must purchase a Subscription to the Service
for each additional user needing access. In no circumstance may you allow
a greater number of users to access the Service than the total number of Subscriptions
for which you have paid. A Subscription may not be shared or used concurrently.
The Service shall be used solely by Subscriber for its own business purposes
so long as such business purposes DO NOT include generation of revenue from
the sales of Permitted Output created by the Subscriber using the Service.
Permitted Output may be used by the Subscriber for its business purposes,
including use in its own research and marketing efforts in support of sales
of its own services or products, including provision of the Permitted Output
to potential third party purchasers of Subscriber's own products and services
so long as such third parties agree not to resell, sublicense or otherwise
disclose any of the Permitted Output in any form and agree to use the Permitted
Output only for the purposes of evaluating its decision to purchase Subscriber's
products or services.
3.1 UNLESS OTHERWISE EXPRESSLY PERMITTED HEREIN YOU MAY NOT: (1) reverse
engineer, decompile, deconstruct or otherwise decode any portion of the
Permitted Output (2) make derivative works including but not limited to
translations, adaptations, arrangements or any other alteration (each of which
would become the property of Tactician or its Third Party Licensors, as applicable)
of the Permitted Output; (3) sell, rent, lease or lend access to the Service;
(4) sell, rent, lease, lend or otherwise license Permitted Output for revenue;
(5) allow another person or entity to use your Sign In Name and PIN Code;
(6) place any Permitted Output on the Internet or any similar external
network or network service or enter into any reseller, distribution or
third party arrangements for distribution of Permitted Output such as, but
not limited to, electronic, online, subscription, "fee for service" or general,
uncontrolled availability to the public without an explicit prior written
agreement with Tactician; (7) No Automated Querying: You may not send automated
queries of any sort to Tactician's system.
4. TERM AND TERMINATION: The Term of the license granted herein shall be for the Subscription Period you
select in the Order Form. Subject to Sections 4.1 and 4.2, you may terminate or cancel your Subscription at
any time. Upon termination or expiration of the Subscription, Subscriber must discontinue all use of the
Service. If you fail to comply with any provision of the Agreement at any time, you will be in default and
termination of the Subscription will be automatic, without notice and without refund from Tactician, and
without recourse to any judicial authority. Upon termination by Tactician for Subscriber default, you must
cease all use of the Service. Tactician may also seek any other legal and equitable remedies it deems
necessary.
4.1 TERMS OF ANNUAL SUBSCRIPTION PURCHASES: The term of an annual license is one year from the purchase
date. An annual license is billed at the time of purchase and is not automatically renewed at the end of
the license term. You may terminate or cancel your Subscription for a full refund within 30 days of the
purchase date. You understand and agree that cancellation of your Subscription and the refund as described
above, are your sole rights and remedies with respect to any dispute with Tactician. Tactician reserves
the right to discontinue providing the Service at any time.
4.2 TERMS OF MONTHLY SUBSCRIPTION PURCHASES: You must initially purchase a minimum license term of three
(3) months, during which time you will be billed once each month. Upon completion of the three month period,
you will continue to be billed monthly until you cancel your Subscription. Monthly billing occurs
automatically on the anniversary of your purchase date. You may cancel your Subscription at any time, but
if you do so less than thirty (30) days prior to the next billing date (the anniversary of the purchase
date), you will be charged for an additional month. Your Subscription will then be cancelled and your credit
card will not be charged again. You understand and agree that cancellation of your Subscription is your sole
right and remedy with respect to any dispute with Tactician. Tactician reserves the right to discontinue
providing the Service at any time.
5. SHARING OF SIGN IN NAME AND PIN CODE: You are responsible for safeguarding the use of your individual
Sign In Name and PIN Code. In the event it is discovered that your individual Sign In Name and PIN Code is
also being used by another person or entity other than the Subscriber, Tactician in its sole discretion,
may terminate your Subscription immediately without refund or bill you for another Subscription.
6. LIMITED WARRANTY AND EXCLUSIONS: THE SERVICE IS PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY
SET FORTH HEREIN, TACTICIAN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICE, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, TACTICIAN MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS
OF THE SERVICE. THE ENTIRE RISK AS TO THE USE OF THE SERVICE IS ASSUMED BY YOU. TACTICIAN PROVIDES THE
SERVICE ON A COMMERCIALLY REASONABLE BASIS. TACTICIAN RESERVES THE RIGHT TO INTERRUPT ACCESS TO THE SERVICE
AT ANY TIME TO CONDUCT ROUTINE AND EMERGENCY MAINTENANCE AS NEEDED AND THEREFORE TACTICIAN DOES NOT GUARANTEE
THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT ALL TIMES. DUE TO THE INHERENT NATURE OF THE INTERNET,
TACTICIAN DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE AND DOES NOT GUARANTEE THAT SUBSCRIBERS WILL
BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIME OR LOCATION OF THEIR CHOOSING OR THAT TACTICIAN WILL HAVE
ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN A SPECIFIC GEOGRAPHIC AREA. ACCESS MAY BE LIMITED,
ESPECIALLY DURING PEAK TIMES. Finally, it is agreed that Tactician cannot be held responsible for unauthorized
entry by third parties to its website or the misappropriation and dissemination of client information resident
on Tactician's system by such "hackers". Tactician will continue to take commercially reasonable and
appropriate steps to maintain the integrity and confidentiality of client data.
7. LIMITATION OF LIABILITY: IN NO EVENT SHALL TACTICIAN NOR ITS Third Party Licensors BE LIABLE TO YOU OR
ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SERVICE OR FOR ANY
SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF OR
YOUR INABILITY TO USE THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY DISPUTE WITH TACTICIAN IS THE CANCELLATION OF YOUR SUBSCRIPTION AS DETAILED ABOVE IN SECTION 4.
IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE
THAT TACTICIAN'S AND OR ITS Third Party Licensors' MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH
THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NOT EXCEED THE SUBSCRIPTION
FEES PAID BY YOU FOR THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT
APPLY TO YOU.
8. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject
to RESTRICTED RIGHTS as specified in applicable DFARS (252.227.7013) and CFR (42 CFR 52/227/19)
regulations.
9. EXPORT RESTRICTIONS. The Service may not be shipped, transferred, or re-exported, directly or
indirectly in violation of the United States Export Administration Act or equivalent international
regulations.
10. ACKNOWLEDGMENT: You acknowledge that you have read this agreement in full including the LIMITED
WARRANTY and limitation of liability and that you understand it and agree to be bound by its terms and
conditions. You also agree that: (1) No oral or written information or advice given by Tactician, its
dealers, distributors, resellers, agents or employees shall in any way increase the scope of this agreement
or its Limited Warranty, and you may not rely on any such information or advice. (2) Unless a written
overriding agreement signed by you and Tactician exists, this Agreement is the complete and exclusive
statement of agreement of Tactician and you relating to the subject matter, and supersedes all proposals,
oral or written, and any other communications you may have had prior to purchasing this license.
11. GOVERNING LAW: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts in
the United States and the state or national law of the Third Party Licensors in respect of Data, excluding
its conflicts of laws principles and excluding the United Nations Convention on Contracts for the
International Sale of Goods. You agree to the exclusive jurisdiction the Commonwealth of Massachusetts, for
resolution of any dispute related to this Agreement.
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