|
Terms of Use
Copyright © 2006-2007 Tangentworks, LLC
All Rights Reserved Worldwide.
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY LOCATED AT (THE "AGREEMENT") GOVERNING YOUR USE OF THE TANGENTWORKS ONLINE SERVICES ACCESSED THROUGH THE WEBSITE WWW.TANGENTWORKS.COM (THE “SITE”) (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. YOUR USE OF THIS SITE WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THE TERMS AND ALL POLICIES POSTED ON THIS SITE AT THE TIME OF SUCH USE.
Welcome
As part of the Service, Tangentworks will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Tangentworks website incorporated by reference herein, including but not limited to Tangentworks' privacy and security policies.
By logging on to this Site you certify that you are at least eighteen (18) years old and agree to be legally bound by these Terms.
Privacy Policy
Tangentworks holds your privacy in the highest regard. We aggregate user information solely for our own use. Tangentworks will take reasonable measures not to disclose information about you or your use of this Site to any other party, except when we believe in good faith that such action is necessary to: (a) comply with the law or legal process, (b) enforce these Terms, (c) respond to claims that any Site or Services content (“Content”) violates the right of a third party, or (d) protect the legitimate interests of Tangentworks or others. Tangentworks™ privacy policy is available at the Privacy Policy and contains additional terms and conditions that are binding on you. Tangentworks reserves the right to change its Privacy Policy at any time.
When you and your authorized users initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Tangentworks from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Service is a hosted, online application, Tangentworks occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
Terms of Use
License Grant & Restrictions.
Tangentworks hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Tangentworks and its licensors.
You may not access the Service if you are a direct competitor of Tangentworks, except with Tangentworks' prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Your Responsibilities.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Tangentworks immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Tangentworks immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Tangentworks user or provide false identity information to gain access to or use the Service.
Account Information and Data.
Tangentworks does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Tangentworks, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Tangentworks shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Tangentworks will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Tangentworks reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. You acknowledge that any data stored by you and your users within a third party application which may be available within the Service for your use (the “Third Party Applications”) is not subject to archive or backup by Tangentworks and your use of these Third Party Applications is your assumption of risk related to this data. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Tangentworks shall have no obligation to maintain or forward any Customer Data.
Intellectual Property Ownership.
Tangentworks alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Tangentworks Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Tangentworks Technology or the Intellectual Property Rights owned by Tangentworks. The Tangentworks name, the Tangentworks logo, and the product names associated with the Service are trademarks of Tangentworks or third parties, and no right or license is granted to use them.
Third Party Interactions.
During use of the Service, you may enter into correspondence with, use and/or purchase goods and/or services from through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Tangentworks and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Tangentworks does not endorse any sites on the Internet that are linked through the Service. Tangentworks provides these links to you only as a matter of convenience, and in no event shall Tangentworks or its licensors be responsible for any content, products, or other materials on or available from such sites. Tangentworks provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Charges and Payment of Fees.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made monthly or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Tangentworks with valid credit card or approved purchase order information as a condition to signing up for the Service.
Excess Data Storage Fees.
The maximum disk storage space provided to you at no additional charge is (i) 5 MB per User license for up to ___ users. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Tangentworks will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Tangentworks to so notify you shall not affect your responsibility for such additional storage charges. Tangentworks reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
Billing and Renewal.
Tangentworks charges and collects in advance for use of the Service. Tangentworks will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Tangentworks has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Tangentworks' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Tangentworks' income.
You agree to provide Tangentworks with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Tangentworks reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Non-Payment and Suspension.
In addition to any other rights granted to Tangentworks herein, Tangentworks reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Tangentworks initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Tangentworks may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Tangentworks reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Tangentworks has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Termination upon Expiration/Reduction in Number of Licenses.
This Agreement commences on the Effective Date. This Agreement will automatically renew month to month at Tangentworks' then current fees. Either party may terminate this Agreement or reduce the number of user licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Tangentworks will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Tangentworks has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination for Cause.
Any breach of your payment obligations or unauthorized use of the Tangentworks Technology or Service will be deemed a material breach of this Agreement. Tangentworks, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Tangentworks may terminate a free account at any time in its sole discretion. You agree and acknowledge that Tangentworks has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Representations & Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Tangentworks represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Tangentworks help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
Mutual Indemnification.
You shall indemnify and hold Tangentworks, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Tangentworks (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Tangentworks of all liability and such settlement does not affect Tangentworks' business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Disclaimer of Warranties.
TANGENTWORKS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Tangentworks AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TANGENTWORKS AND ITS LICENSORS.
Internet Delays.
TANGENTWORKS™ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Tangentworks IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Links to Third Party Sites
Tangentworks does not endorse any sites on the Internet which may be linked through the Services. Tangentworks is providing these links to you, if any, only as a matter of convenience, and in no event will Tangentworks be responsible for any content, products, or other materials on or available from third-party sites. Linkage of the Site is prohibited without the prior notice and consent of Tangentworks. All requests to link to the Site must be directed to info@tangentworks.com
Copyright Complaints
The designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is its President, Tangentworks, LLC, 1776 Peachtree Road NE, Suite 520 South, Atlanta, GA 30309 or via e-mail at notice@tangentworks.com.
Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to the choice or conflicts of law provisions of any jurisdiction. Any claim arising from the use of this Site or the Services, or otherwise related to this Site and the Terms shall be settled by binding arbitration according to the American Arbitration Association rules for commercial arbitration. Any such claim shall not be consolidated with any claim of any other party. The arbitration will be conducted in Atlanta, Georgia, and judgment on the arbitration award may be entered into any court having jurisdiction.
General
These Terms of Use and the Privacy Policy set forth the entire agreement between us regarding this Site and Services and supersedes all previous representations, understandings, or terms. No joint venture, partnership, employment, or agency relationship exists between you and Tangentworks as a result of these Terms of Use or the Services. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, all remaining provisions shall continue in full force and effect, and such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision. The failure of Tangentworks to enforce any right or provision herein or to act with respect to a breach by you does not constitute a waiver of such right or provision or our right to act with respect to subsequent or similar breaches.
Questions or Additional Information
If you have questions regarding these Terms or wish to obtain additional information, please send an e-mail to: info@tangentworks.com.
|
