Online License Agreement
Online License Agreement – Tactician Corporation © 2020
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. “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 of one year. Subject to Section 4.1 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.
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.
Tactician®, Mapscape®, Targeter®, Prepare to Win®, Tactician Prepare to Win®, Tactician® One™, Tactician® Online™, Tactician Business Gaming®, Play to Win®, Tactician Business Gaming Play to Win®, TravelTime™, GeoTargeter™, Strategy Map™, Insert Express®, Tactician® Micro-Marketing Machine™, Tactician® Selling Machine™, The Tactician Globe, and industry and solution balls are registered trademarks, trademarks or service marks of TACTICIAN CORPORATION or its affiliates, 305 North Main Street, Andover, Massachusetts 01810, USA. Phone: (978) 475-4474. Fax: (978) 475-2136. Other Trademarks owned by Third Parties are listed in the information provided. To the extent a name or logo does not appear on this list does not constitute a waiver of any and all intellectual property rights that Tactician Corporation or its subsidiaries has established in any of its product, feature, or service names or logos. Tactician Corporation reserves the right in its sole discretion to modify this License Agreement at any time.