Tackle Terms and Conditions

Last Updated: December 19, 2019

Thanks for stopping by our website, www.Tackle.io . This website is made available by Tackle.io, Inc. (“we” or “us” or “our”). The following terms and conditions (“Terms”) govern your use of this website and any content, features or functionality made available from or through this website, including any subdomains (the “Website”).

BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO THESE TERMS AS APPLIED TO YOUR USE OF THE WEBSITE. If you do not agree to these Terms, you may not access or otherwise use the Website. 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” shall refer to such entity.

We may modify these Terms from time to time in its sole discretion with or without notice to you. Any modifications shall be effective upon posting by Tackle on the Website. Any use or access of the Website after such change has been made, will constitute acceptance to the modified terms. The date above indicates the last date the Terms were updated.

1. Proprietary Rights.

As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Website, all the content code, data and materials thereon, the look and feel, design and organization of the Website, and the compilation of the content, code, data and materials on the Website, including but not limited to any copyrights, trademark rights, database rights, moral rights, other intellectual property and proprietary rights therein. Your use of the Website does not grant you ownership of any content, code, data or materials you may access on or through the Website.

2. Limited License.

You may access and view the content on the Website on your computer or other device for your personal, internal use only.

3. Prohibited Use.

Any commercial or promotional distribution, publishing or exploitation of the Website, or any content, code, data or materials on the Website, is strictly prohibited unless you have received the express prior written permission from us. You may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Website. You further agree that you may not 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 Website, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading or otherwise using any copyrighted material from or through the Website. If you make other use of the Website, or the content, code, data or materials thereon or available through the Website, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

4. Trademarks.

The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Website or on content available through the Website are either our 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 Website or on or through the Website's services, if any, are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without our written permission or permission from the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Website or on or through any of the Website's services is strictly prohibited.

5. User Information.

In the course of your use of the Website and/or the services made available on or through the Website, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Website's Privacy Policy, which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

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 Website, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, 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, and may be used by us in any manner consistent with the Website's Privacy Policy. By submitting or sending 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.

7. Prohibited User Conduct.

You warrant and agree that, while using the Website, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) use, redistribute, republish or exploit content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Website.

You shall not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Website or the services offered on or through the Website; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Website or the services made available on or through the Website in any manner that could interrupt, damage, disable, overburden, or impair the Website or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; (iv) use the Website or the Website's services or features in violation of our or any third party's intellectual property or other proprietary or legal rights; or (v) use the Website or the Website's services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Website or the Website's services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Website in any manner that could interfere with any other party's use and enjoyment of the Website or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Website.

8. Indemnification.

You agree to defend, indemnify and hold us and our affiliates and our affiliates' directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys' fees, arising in any way from your use of the Website, your placement or transmission of any message, content, information, software or other materials through the Website, or your breach or violation of the law or of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

9. Third Party Websites.

You may be able to link from the Website to third party Websites and third-party Websites may link to the Website ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such Websites or the information, content, products, services, advertising, code or other materials presented on or through such Websites. The inclusion of any link to such sites on our Site does not imply our endorsement, sponsorship, or recommendation of that site. Also, we are not responsible for or any form of transmission received from any linked Website. Any reliance on the contents of a third-party Website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

10. Copyright Agent.

We respect the intellectual property rights of others, and require that the people who use the Website, or the services or features made available on or through the Website, do the same. 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 Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

Copyright Agent: Mellisa Maxwell, General Counsel e-mail: mm@tackle.io For Customer Service issues, please contact:

11. DISCLAIMER OF WARRANTIES.

THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE WEBSITE, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED.

12. LIMITATION OF LIABILITY.

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR THE CONTENT, FEATURES, MATERIALS AND FUNCTIONS RELATED THERETO,

15. Changes to Terms of Use.

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 Website and/or the services made available on or through the Website after any changes to the Terms are posted will be considered acceptance of those changes.

16. 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. You agree to 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. 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.