Tackle Platform Terms of Use

Last Updated: August 29, 2022

These Terms of Use (“Terms”) govern each end user’s (“you” or “your”) use of the Tackle.io, Inc. (“Tackle”, “we”, “us”, or “our”) products and services (the “Services”), all user manuals, technical manuals, and any other similar materials provided by or on behalf of Tackle, in printed, electronic, or other form, that describe the products and services or its use or specification to you (the “Documentation”), and any other content, data, information, materials, features or functionality made available to you (the “Content”) (collectively, the “Platform”).

BY REGISTERING FOR A USER ACCOUNT OR USING THE PLATFORM, YOU (i) ACCEPT AND AGREE TO THESE LEGALLY BINDING TERMS ON BEHALF OF YOURSELF; (ii) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCESS AND USE THE PLATFORM ON BEHALF OF A TACKLE CUSTOMER (“CUSTOMER”); (iii) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD OUR PLATFORM PRIVACY NOTICE.

In some instances, you may be subject to different or additional terms and conditions, policies and guidelines, including product-specific terms (“Additional Terms”) that are applicable to certain parts of the Platform. Those Additional Terms will be posted on the 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 the Additional Terms, the Additional Terms shall control.

1. Proprietary Rights.

As between you and Tackle, Tackle owns, solely and exclusively, all rights, title and interest in and to the Platform, including without limitation the look and feel, design and organization thereof, and any copyrights, trademark rights, database rights, moral rights, other intellectual property and proprietary rights therein (collectively, “Tackle IP”).

2. Limited License.

Subject to your strict compliance with these Terms, Tackle hereby grants you a nonexclusive, nontransferable, nonsublicensable, limited license to (i) access and use the Services and Content solely in accordance with the Documentation and (ii) use and make one (1) copy of the Documentation, in each case for your internal business purposes (if you are a buyer/customer of a Tackle Customer) or solely on behalf of the applicable Customer for such Customer’s internal business purposes (if you are an employee, agent, or other representative of a Tackle Customer).

3. Prohibited Use.

You shall not directly or indirectly, access or use the Tackle IP except as set forth in Section 2. Without limiting the generality of the foregoing, you shall not: (i) download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any Tackle IP; (ii) alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Platform, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Tackle IP or any part thereof or otherwise access an area of the Services or Platform for which you are not expressly granted permission; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or any features or functionality of the Platform, for any reason, to any other person or entity; and/or (v) use the Tackle IP or any part thereof, for purposes of competitive analysis of the Platform or any part thereof, the development of a competing product or service, or any other purpose that is to Tackle’s or its affiliates’ commercial disadvantage.

In addition, you shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of information, or any other automatic means of obtaining information from or through the Platform; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means (including by using another’s user credentials or providing your user credentials to another); (iii) use the Platform in any manner that could interrupt, damage, disable, overburden, or impair the Platform or such services or others’ use or enjoyment of the same; (iv) use the Platform in violation of our or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Platform in violation of any applicable law.

4. Intellectual Property Rights.

You acknowledge that the Platform and any part thereof is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform or any other Tackle IP under these Terms, other than as set forth in Section 2. Tackle reserves and shall retain its entire right, title, and interest in and to the Tackle IP, subject to the license expressly granted to the Customer in Section 2 of these Terms.

The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Platform are either our or our licensors’ registered and unregistered Trademarks and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by us that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by us that appear on the Platform, if any, are the property of their respective owners. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform, without Tackle’s or the applicable third party’s written permission.

5. Collection and Use of Information; Personal Data.

You grant Tackle a worldwide, non-exclusive, royalty-free, fully-paid up license to use, reproduce, and publish Customer Data solely for the purpose of performing Tackle’s rights and obligations hereunder if you are a customer/buyer of a Tackle Customer, or the agreement in place with a Tackle Customer of which you are an employee, agent, or other representative. “Customer Data” means all data, reports, information or other materials uploaded or created by you on or through the Platform. You agree that Tackle may use anonymized Customer 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. The ownership of Customer Data shall remain with you if you are a customer/buyer of a Tackle Customer, and with the Tackle Customer as more fully set forth in the agreement between Tackle and the applicable Tackle Customer if you are an employee, agent, or other representative of a Tackle Customer.

In the course of your use of the Platform, we may collect, use, and otherwise process your information as more fully described in our Platform Privacy Notice).

6. Submitted Materials.

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Platform, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, feedback concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, survey responses, and/or our blogs, or send to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret (however, your Personal Data will be processed in accordance with our the Platform Privacy Notice). By submitting Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any “moral rights” in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. Notwithstanding the foregoing, any Submitted Materials that constitute Customer Data are subject to Section 5 of these Terms which shall control over this Section 6 as to Customer Data.

7. Copyright And Trademark Takedown.

a. DMCA Notice.

We respect the intellectual property rights of others, and require that the people who use the Platform, or the services or features made available on or through the Platform, do the same. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In Tackle’s sole discretion, Tackle may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, Tackle has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.

b. DMCA Takedown Procedure.

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent, designated as such pursuant to the DMCA, 17 U.S.C. § 512(c)(2), named below:

A legend or subject line that says: “DMCA Copyright Infringement Notice”;
Your full name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
A description of where the alleged infringing material is located that is reasonably sufficient to permit us to locate the material (please include the full URL of the page(s) on the Service on which the material appears);
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

It is often difficult to determine if your copyright has been infringed. Tackle may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Tackle may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. Without limiting Tackle’s other rights, Tackle may, in appropriate circumstances, terminate a repeat infringer’s access to the Platform or any part thereof and any other platform or service owned or operated by Tackle.

c. Counter-Notification.

If access on the Platform to a work that you submitted to Tackle is disabled or the work is removed as a result of a DMCA Copyright Infringement Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

a legend or subject line that says: “DMCA Counter-Notification”;
a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) on the Service from which the material was removed or access to it disabled);
a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
your full name, address, telephone number, email address, and the username of your Account;
a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Idaho), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

d. Trademark.

If you own a trademark (or represent such a trademark owner) and believe that your (or such owner’s) trademark in that work has been infringed by an improper posting or distribution of it via the Platform, then you may send us a written notice that includes:

A legend or subject line that says: “Trademark Infringement Notice”;
Your full name, address, telephone number, and email address;
A description of the trademark or service mark that you claim has been infringed or, if multiple marks are covered by a single notification, a representative list of such works;
A description of where the alleged infringing material is located that is reasonably sufficient to permit us to locate the material (please include the full URL of the page(s) on the Platform on which the material appears);
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

We will make commercially reasonable efforts to locate the allegedly infringing content and will assess your request under applicable law.

8. Disclaimer of Warranties.

EXCEPT AS EXPLICITLY STATED IN THESE TERMS (OR IN THE AGREEMENT WITH THE APPLICABLE CUSTOMER IF YOU ARE AN EMPLOYEE, AGENT, OR OTHER REPRESENTATIVE), THE PLATFORM IS PROVIDED “AS IS,” AND YOUR USE OF THE PLATFORM IS AT YOUR 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 PLATFORM OR ANY PART THEREOF, OR CUSTOMER DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Export Regulation.

The Platform or certain parts thereof may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform or any part thereof to, or make the Platform, or any part thereof, accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.

10. Miscellaneous.

These Terms shall be governed by the laws of the State of Idaho, United States of America. You agree that any cause of action that may arise under the Terms shall be commenced and be heard in the appropriate court in the State of Idaho, County of Ada, United States of America and you irrevocably submit to the personal and exclusive jurisdiction of the courts located within Ada County in the State of Idaho. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. We reserve the right, at our sole discretion, to change, modify, add or remove any portion of the Terms, in whole or in part, at any time. Changes in the Terms will be effective when posted. Your continued use of the Platform and/or the services made available on or through the Platform after any changes to the Terms are posted will be considered acceptance of those changes. We reserve the right to suspend or terminate your access to the Platform or to terminate these Terms at any time upon your breach of these Terms, or if you are no longer authorized to access the Platform on behalf of a Tackle Customer (as applicable). Upon termination or expiration of these Terms, the limited rights and licenses granted to you (and our obligations to you) hereunder shall terminate. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

END OF PLATFORM TERMS OF USE.

Tackle Platform Terms of Use