Tackle Subscription Terms & Conditions

PLEASE READ CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.  BY COMPLETING AN ONLINE ORDER THAT REFERENCES THESE TERMS OR BY ACCESSING OR USING THE TACKLE PLATFORM IN ANY MANNER YOU AGREE TO BE BOUND BY THESE TERMS.  

These Subscription Terms (“Terms”) govern the use of the Tackle.io, Inc. (“Tackle”, “we”, “us”, or “our”) products and services, all Documentation, data, information, materials, features, functionality made available to you by Tackle (collectively the “Services”).   

If you are accepting these Terms on behalf of a company, organization, or  other legal entity, you represent and warrant that you are authorized to do so and have the authority to  bind such entity to these Terms, in which case the words “you” and “your” and “Customer” shall refer  to such entity.  

IF YOU ARE A RENEWING CUSTOMER WITH AN EXISTING MASTER LICENSE AGREEMENT, THEN THESE TERMS WILL APPLY FOR THE NEW FEATURES OR SERVICES ADDED AT TIME OF RENEWAL SUPPLEMENTING THAT MASTER LICENSE AGREEMENT.    

These Terms may be modified by Tackle from time to time in its sole discretion with or without notice  to you. Any modifications shall be effective upon re-posting of these Terms by Tackle. Any use or  access of the Services after such change has been made, will constitute acceptance to the modified terms.  

In some instances, you may be subject to different or additional terms and conditions, policies and guidelines, including product-specific terms that are applicable to certain parts of the Services. Appendix 1 below outlines product specific terms for features within the Tackle Platform. Some additional terms may be posted on, in, or with the Tackle Platform in connection with the relevant offering, and will be incorporated by reference into these Terms.   In the event of a conflict between these Terms and an Order Form, the Order form will control. 

1. Definitions
   1. “Affiliate(s)” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the outstanding voting stock of the subject entity.
   2. “Customer Data” means the information provided to Tackle by Customer in connection with the Services.
   3. “Documentation” means all user manuals, technical manuals or other similar content  provided by or on behalf of Tackle, in printed, electronic, or other form. 
   4. “Managed Services” are additional services provided in connection with Tackle products, such as premium support, professional services, or co-sell services as outlined in the respective Order Form but excludes any technical product support services included with the Tackle platform. 
   5. “Marketplace Revenue” means Customer’s marketplace revenue attainment calculated based on the total incremental annual contract value (ACV) during the Term. Marketplace Revenue will be measured quarterly from the Subscription Start Date. Customer will maintain connectivity to Marketplace reporting functionality and if needed report to Tackle information required for determination of applicable fees related to Marketplace Revenue.
   6. “Order Form” means an ordering document or online sign-up/order. Each Order Form is incorporated by reference, and subject to the terms of these Terms. 
   7. “Subscription Start Date” means the date the ordering document or online order is completed. 
   8. h. “Tackle Platform” means the Tackle products and product related technical services ordered by Customer under an Order Form and made available to Customer by Tackle.
   9. “User” means employees and contractors of Customer who are authorized by Customer to access the Services on behalf of Customer.
2. License Grant and Limitations.
   1. License Grant. In consideration of the fees set forth in the applicable Order Form and subject to these Terms, Tackle hereby grants Customer and its Users a nonexclusive, limited, revocable, nonsublicenseable, and nontransferable license during the Term to access and use the Services for their own internal business purposes and to make a reasonable number of copies of the Documentation.
   2. Restrictions and Limitations.
      1. Customer is not permitted to resell, assign, or sublicense the rights under these Terms or the Services or Documentation in whole or in part.
      2. Customer will not decompile, disassemble, reverse engineer (except to the extent permitted otherwise by applicable laws), reverse assemble, analyze, or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Services.
      3. Customer will not Access the Services or Documentation for the purpose of building a competitive product or service; or provide access to the Tackle Service to a known competitor of Tackle.
   3. Reservation of Rights.  Tackle maintains exclusive ownership rights, title, and interest to its intellectual property which includes, without limitation, copyrights, patents, trade secrets, trademarks, logos, domain names, inventions, know-how, Confidential Information, and proprietary rights. No title or ownership of any rights are transferred to Customer under these Terms. Tackle and its applicable third-party suppliers and partners hereby reserve all rights in and to the Services. Tackle owns all rights, title, and interest in and to all Work Product.  Work Product shall not be a “work made for hire” for within the meaning of Title 17 of the United States Code. “Work Product” shall mean all Intellectual Property developed, conceived, or first reduced to practice in connection with and during the course of the performance of Services.  If any deliverables are provided in connection with the Managed Services, Tackle grants to Customer a perpetual, worldwide, non-exclusive, paid-up, limited license to use such deliverables solely for its internal purposes only. The deliverables may not be reproduced, sold, distributed, modified, or used to create derivative works. Except for the express license rights granted herein, no other licenses implied or otherwise are granted to Customer.
3.  Tackle Obligations
   1. The Services will be of professional quality and performed consistently with customarily observed industry standards and care;
   2. Tackle has or will obtain all necessary rights to comply with its obligations under these Terms and to allow the Customer to exercise its rights under these Terms;
   3. Tackle will make the Services available in accordance with the published Service Level Objectives. Tackle’s obligations thereunder are conditioned upon Customer documenting and promptly reporting all encountered errors and cooperating in good faith with Tackle to resolve any errors, which includes promptly carrying out any procedures to resolve such errors when any such procedures have been communicated to Customer by Tackle;
   4. The Services will operate in compliance with the Documentation.
4. Customer Obligations
   1. Use of the Services: Customer (i) is responsible for all actions of the Users, including the content contained or used with the User’s account and shall report all non-compliance of Users; (ii) will not access and use the Services in any way that is unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (iii) will maintain all connectivity functionality necessary with its Marketplace account in order for Tackle to provide the Services including without limitation the reporting functionality; (iv)will not upload to the Service any Customer Data that violates any applicable law or regulation.
   2. Usage Limits. Unless or except as set forth in an Order Form, each subscription tier is limited to the features outlined here https://tackle.io/pricing/
5. Fees
   1. Payment and Invoicing.Customer shall pay to Tackle the fees specified in an Order Form entered into between Customer and Tackle. All payments must be made in U.S. dollars. Unless otherwise indicated in the applicable Order Form, Tackle will invoice Customer in advance for all fees for the Services, and except as provided otherwise under these Terms fees are nonrefundable. Customer shall pay all amounts due within thirty (30) days from the date of invoice. Tackle shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed amounts when due. In the event Customer is billed directly through the Marketplace, Tackle may send supplemental transactions to account for any currency conversions, applicable taxes, or gaps in renewals.
   2. Taxes.  Customer is responsible for all imposed taxes. If Tackle is required to pay any sales, use, value-added, import fees or duties or other taxes based on transactions under these Terms (other than taxes based on Tackle’ income), such taxes shall be billed to and paid for by Customer.
   3. Reporting and Audit. If Customer’s subscription to the Tackle Services is based on usage, volume, or other metrics (“Entitlement Pricing”) then Customer shall report to Tackle information needed for determination of such applicable fees, and otherwise ensure that the Services are configured in order to provide such information.  In many cases this means that Customer will maintain connectivity to Marketplace reporting functionality.  Upon request by Tackle, Customer will provide sufficient documentation from its books and records to allow Tackle to verify the Entitlement Pricing for the Subscription.  In the event, Customer has underreported and been undercharged, then Tackle will invoice Customer and Customer shall pay the full non-discounted list price for the difference of the amounts that should have been paid previously.
6. Data Rights
   1. Customer Data. Customer grants Tackle a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, and publish such Customer Data for the purpose of performing Tackle’s obligations under these Terms. Customer agrees that Tackle may anonymize, aggregate, or de-identify Customer Data.  Tackle may use non-identifying data or system data to analyze performance and utilization of the Tackle products and services; to provide aggregate reporting to investors, shareholders, prospects, or other clients; or to develop and/or improve subsequent generations of Tackle products and services.
   2. Privacy and Data Transfer. Tackle maintains its commitment to privacy in the Privacy Policy. Where applicable, any processing of Customer Data that constitutes personal data under the applicable law is governed by the Data Processing Addendum unless otherwise executed by the parties. More information about Tackle’s Security and Compliance program can be found at https://trust.tackle.io/
7. Confidentiality
   1. Confidential Information.“Confidential Information”means any technical or non-technical information related to the past, current or proposed operations, products, technology, services or business that one Party (the “Disclosing Party”) discloses or otherwise makes available in any manner to the other Party (the “Receiving Party”), or to which the Receiving Party may gain access in the performance of its obligations or the exercise of its rights hereunder, whether such information is disclosed orally, visually or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential, including without limitation software, customer information, order information, financial, know-how, processes, trade secrets, manuals, reports, procedures, and methods. Confidential Information also includes proprietary or confidential information of any third party that may be in the Disclosing Party’s possession, as well as the terms of these Terms. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms. Unless expressly permitted by these Terms, the Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party, except to those employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of these Terms and who have signed confidentiality agreements (or are otherwise under a duty of confidentiality) no less protective of Confidential Information than the terms of these Terms. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information of similar type and importance. This Section 7 and obligations herein shall continue for a period of 5 years from the date of termination or expiration of these Terms.   
   2. Exceptions.Confidential Information shall not include any information the Receiving Party can document: (a) was already lawfully known by the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. Customer Data that has been anonymized or de-identified is excluded as Confidential Information, provided such data set excludes any data elements that independently would be considered Confidential Information as defined in Section 7a. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, or (ii) required by law or by the order or a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
   3. Return of Confidential Information.The Receiving Party will, at Disclosing Party’s option, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party.
8. Disclaimers.EXCEPT AS EXPLICITLY STATED IN THESE TERMS, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. TACKLE AND ITS RESPECTIVE THIRD-PARTY SUPPLIERS AND PARTNERS (INCLUDING, WITHOUT LIMITATION, MARKETPLACES) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TACKLE DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, OR CUSTOMER DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9. Term and Termination
   1. Agreement Term. These Terms shall begin on the Subscription Start Date and continue for 1 year thereafter unless terminated earlier pursuant to the rights herein (the “Term”).
   2. Termination for Breach. Either Party may terminate these Terms upon thirty (30) days’ prior written notice if the other Party is in material breach of these Terms and the breaching Party fails to remedy the breach within the 30-day notice period.
   3. Termination for Bankruptcy.In the event of the bankruptcy, insolvency, liquidation, winding up, reorganization, protection or relief of either Party under any law of any jurisdiction, or upon issuance of any order for relief or the appointment of a receiver, trustee, or other similar official for such Party, the other Party may thereupon terminate these Terms upon written notice to the first Party, without prejudice to any right or remedy that such other Party may have.
   4. Effect of Termination.Upon the expiration or termination of these Terms (a) Customer will cease using the Services and Tackle will be relieved from any further obligation to provide the Services under such applicable Order Form(s); and (b) Tackle shall cease processing, accessing, transmitting any Customer Data, and within thirty (30) days of termination or expiration, each party will destroy any Confidential Information of the other party in their possession or control and upon request provide certification of such deletion. This requirement shall not apply to information Tackle is required to retain for data retention purposes or as required by applicable laws.  Any such information will continue to be governed by the confidentiality obligations herein for so long as such Confidential Information it retained. 
10. Indemnification
    1. By Tackle. Tackle will indemnify, defend, and hold harmless Customer from and against all claims, suits, demands, actions, liabilities, losses, costs, damages, and expenses, including without limitation reasonable attorneys’ fees and expenses (“Losses”), brought by a third party based on an allegation that the Services infringe any U.S. registered copyrights, patents, or trademarks. Customer shall provide Tackle with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. The foregoing provisions of this Section 10.1 states the entire liability of Tackle, and the sole remedy of Customer, with respect to any actual or alleged third party claim of infringement of intellectual property.
    2. By Customer.Customer shall indemnify, defend, and hold harmless Tackle from and against all Losses arising out of or related to any violation of Section 2.2 or Section 4 of these Terms, and for any third-party claims arising out of or related to Tackle’s use of any Customer Data as permitted herein. Tackle shall provide Customer with: (i) prompt written notice of such claim, provided, that any failure to provide prompt written notice shall not relieve Customer of its obligations except to the extent it was materially prejudiced; (ii) control over the defense and settlement of such claim provided that any settlement shall require Tackle’s prior written consent; and (iii) proper and full information and assistance to settle and/or defend any such claim.
11. Limitation of Liability
    1. TACKLE WILL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
    2. TACKLE’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER TO TACKLE UNDER ALL SALES ORDERS FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION FIRST AROSE.
12. Free Plans and Trials
    1. If you ordered a “trial” or other limited period no-charge plan, You may use the Services for a as expressly set forth in the Order Form (the “Trial Period”), solely for evaluation purposes.  The Tackle Platform will automatically cease functioning at the end of the Trial Period unless (i) You supply payment card or other payment information and purchase a subscription to the Services; or (ii) Tackle extends your Trial Period in its sole discretion.  If you elect to use the Tackle Platform under the limited free to use option, and we agree (the “Free Plan”), You acknowledge and accept that we may terminate your use of the Services under the Free Plan for any reason or no reason at all and without any required prior notice. DURING THE TRIAL PERIOD AND USE UNDER THE FREE PLAN, WE WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICES TO YOU, AND YOU WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE SERVICES. THESE LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS IN THESE TERMS.
    2. From time to time, in our sole discretion may make beta or otherwise pre-general release versions of the Services (“Pre-Release Technology”) available to you at no additional charge. If you use any Pre-Release Technology, the terms of this section will govern that use, and control over any conflicting provisions in these Terms. Pre-Release Technology is our Confidential Information and you may not provide access to or disclose the existence of Pre-Release Technology to any third party. You may use the Pre-Release Technology only for internal testing and evaluation. We provide the Pre-Release Technology: (a) free of charge; (b) without support; (c) “AS IS”; and (d) WITHOUT INDEMNIFICATION, WARRANTY, OR OBLIGATION TO YOU OF ANY KIND. No service level objectives will apply to the Pre-Release Technology. Certain features or functionality of the Services may not be available in Pre-Release Technology. Our providing any Pre-Release Technology does not constitute or indicate a  commitment to offer the Pre-Release Technology on a generally available basis or to continue to provide you with access to the Pre-Release Technology. We may modify Pre-Release Technology or terminate your access to it at any time at our sole discretion. Tackle’s  aggregate liability (excluding indirect, special, and consequential damages, for which we expressly disclaim all liability) for any claim arising from your use of Pre-Release Technology will not exceed one-thousand U.S. dollars ($1,000 USD).
13. Miscellaneous
    1. Governing Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of Idaho without giving effect to its conflicts of law rules. Each of the Parties to these Terms consents to the exclusive jurisdiction and venue of the state and federal courts of Idaho. 
    2. Assignment.Neither Party may assign its rights or delegate its duties under these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that a Party shall have the right to assign these Terms in whole to an Affiliate or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets upon notice to the other Party. Any attempted assignment or delegation in violation of this Section will be void. These Terms shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.
    3. Relationship. Neither these Terms nor the performance of Services shall, or be deemed to, create a partnership, joint venture, agency, fiduciary, or employment relationship or any other legal relationship between the Parties. Tackle’s personnel shall not be deemed employees or agents of Customer, and Tackle has and hereby retains the right to exercise full control of and supervision over the performance, employment, direction, compensation, and discharge of any and all of Tackle’s employees performing Services. Tackle shall be responsible for all employment withholding or other tax liability of any kind of nature arising in respect of Tackle’s employees.
    4. Publicity. Customer hereby authorizes Tackle to advertise, reference, reproduce and display Customer’s name, logo, and/or trademark without notice to or additional consent by Customer in connection with Tackle’s promotional materials, including, but not limited to, its website(s), press releases, and other advertising materials as deemed appropriate by Tackle.  
    5. Severability.If any provision of these Terms is held to be illegal, invalid, or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby. If necessary to affect the intent of the Parties, the Parties shall negotiate in good faith to amend these Terms to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
    6. Waiver.No delay or omission by a Party to exercise any right occurring upon any noncompliance or default by another Party with respect to any of the terms of these Terms will impair any such right or power or be construed to be a waiver thereof. A waiver by a Party will not be construed to be a waiver of any subsequent breach thereof or of any covenant, condition, or agreement contained herein.
    7. Notices.All legal notices and other communications required hereunder, excepting those identified as “with email being accepted” shall be in writing and delivered in person, via certified mail, return receipt requested, or by overnight express mail. Notices to Tackle should be addressed as follows: legal@Tackle.io.  Notices to Customer will be sent to the contact identified in the Order Form or at Customer’s address above. 
    8. Survival. Sections 1, 5, 7, 8, 9.5, 11, 12 and 13 shall survive termination or expiration of these Terms. 
    9. Force Majeure.Except for payment obligations, neither Party shall be liable to the other Party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such Party.

APPENDIX I 

SUPPLEMENTAL TERMS FOR TACKLE PLATFORM FEATURES

• Tackle Prospect

Tackle Prospect helps go-to-market teams make decisions about what prospects in the Customer’s pipeline are good candidates for Cloud Marketplace purchases. Customer will submit a list of Domains to be run through Tackle’s proprietary application known as “Prospect”, which leverages Tackle’s vast data set and third-party licensed data. 

Definitions. 

1. “Domain(s)” means the complete web address of any prospective buyer or current buyer in Customer’s pipeline. 
2. “Scan” means the scoring of a Domain through Tackle Prospect. If the same Domain is submitted more than once to Tackle, it will count as a separate Scan. 

Services.  Tackle will return a report with a score for each Domain in the Scan that identifies the likelihood for prospects to buy in three (3) Marketplaces, including AWS Marketplace, Google Cloud Marketplace, and Microsoft Commercial Marketplace (the “Report”).  

Additional Terms. Domains and any related information submitted by Customer to Tackle related to Tackle Prospect will not be considered Customer Data or Confidential Information under the Agreement. Customer is granted a license to access and use the Report solely for its internal business purposes. Customer may not reproduce, sell, distribute, or create derivative works of the Report.