PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
1. Electronic Communications.
The information communicated on this Site constitutes an electronic communication. When you communicate with TagLynx through the Site or other forms of electronic media, such as e-mail, you are communicating with TagLynx electronically. You agree that TagLynx, on behalf of itself and others who may be involved with delivering the Services (as applicable), may communicate electronically by e-mail and/or may make communications available to you by posting them on the Site, and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by TagLynx. Notices and communications to TagLynx must be sent to the applicable address given in these Terms or to email@example.com.
2. Licenses and Restrictions.
Subject to the terms of this Agreement, TagLynx grants You a non-exclusive, non-transferable, non-sub licensable license, during the Term, to access and use the Services. You have no right to resell use of the Services to third parties. Except as expressly set out in this Agreement, all rights (including all intellectual property rights) in and to the Services are, and will at all times remain, vested in TagLynx and its licensors.
2.2. Customer Account and Registration.
In order to use many of the Services offered you must become a registered user and establish an account (“Account”) and receive or establish a password (“Password”) which can be used by each of Your employees and consultants who are authorized by You to use the Service on Your behalf. In registering You agree to provide true, accurate, current and complete information about Yourself as prompted by our registration form (the “Registration Data”) and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If You provide any Registration Data that is untrue, inaccurate, not complete or incomplete, or TagLynx has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TagLynx has the right to suspend or terminate Your Account and to refuse any and all current or future use of the Service (or any portion thereof) by You. You are responsible for all activities that occur under Your Account and Your Password.
2.3. Authorized Users.
Your use of the Services includes use by the following (known collectively as the “Authorized Users”);(i) the Your employees; (ii) any contractors or other staff who are working for You; and (iii) any other person working with, or on behalf, of You; provided that: (a) such Authorized User is accessing and using the Services exclusively on Your behalf; and(b) You will at all times be responsible for the actions and omissions of each Authorized User as if such actions and omissions were Your own. You agree to notify TagLynx immediately of any unauthorized use of Your Account or Password or any other breach of security and to exit from Your Account at the end of each session. You agree that You are responsible for any losses arising out of the unauthorized use of Your Account.
Only Authorized Users are permitted to access and use the Services and TagLynx reserves the right to audit such use. You will be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames and passwords, assigned to, or created by, You or any of Your Authorized Users in order to access or use the Services (an “ID”). You accept that You will be solely responsible for all access and use of the Services that occur under Your ID and will promptly notify TagLynx upon becoming aware of any unauthorized access to or use of the Services.
You will provide all reasonable assistance to TagLynx to bring an end to such unauthorized access or use. You will not and will not permit any third party to: (i) access or use the Services (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service) or; (ii) copy, modify, adapt or create derivative works from any applications or functionalities made available as part of the Services or attempt to discover or gain access to the source code for such software or reverse engineer, modify, decrypt, extract, disassemble or decompile such software except to the extent that You are permitted to do so under applicable law in circumstances under which TagLynx is not lawfully entitled to restrict, prevent or limit the same; or (iii) attempt to interfere with the proper working of the Services and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Services, software, website, computer system or other device used in connection with the provision of the Services; or (iv) cause or permit any robot or any automated process to act upon or interact with the Services; or (v) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of the Services.
As between the parties, You will remain the owner of all rights (including all intellectual property rights) in all data, information or material provided or made available by You to TagLynx through access to or use of the Services and will exclude Statistics (“Content”). You grant TagLynx a perpetual, irrevocable, non-exclusive, worldwide and royalty-free license, to use, reproduce, distribute, publish and publicly display the Content and the right to modify, adapt, translate, create derivative works from and/or incorporate the same into other works in any form, media or technology (whether now known or later developed), solely for the purpose of providing the Services and performing its obligations under this Agreement. This license includes the right for TagLynx to assign and/or sub-license the same to any of its affiliates or sub-license to licensors, but only to the extent required by TagLynx to provide the Services and perform its obligations under this Agreement. The term Statistics means any anonymous data, and expressly excluding personally identifiable data, that TagLynx derives through its website and performance of the Services.
For the avoidance of doubt, TagLynx may use Statistics for the modification, enhancement, and improvement of the Services, and may use Statistics for the marketing or promotion of TagLynx, the Services or any future product or service offering, provided any such use of Statistics cannot reasonably be identified as Your aggregate information alone.
The Services are primarily for the management of information. TagLynx reserves the right to make enhancements or other modifications to the Services from time to time, without materially detracting from their overall functionality.
4.2. Suspension of Services.
TagLynx may temporarily suspend (in whole or part) access to the Services: (i) for the purpose of performing maintenance and/or of updating the Services (whether on a scheduled or unscheduled basis); (ii) due to a security threat or prejudicial use of the Services (perceived or actual); (iii) to comply with any applicable law or the requirement of any internet or, if applicable, telecommunication networks service provider upon whom TagLynx relies for the provision of the Services; or (iv) to address, remedy or prevent any breach of this Agreement by You, provided always that TagLynx will use its reasonable endeavors to inform You by email (or where not possible, verbally by telephone with a confirmatory email) of any such interruption as soon as reasonably practicable beforehand (except in the case of emergency or where prevented by applicable law or regulations); and to minimize any period of interruption and restore the Services as soon as reasonably possible, except where the cause of suspension arises from Your breach and You have failed to take the necessary steps to remedy the breach.
4.3. Use of Marks.
You grant to TagLynx a royalty free, non-exclusive worldwide license, to use, display and publish any of Your trademarks or logos as necessary for TagLynx to provide the Services. Any use of such trademarks by TagLynx must comply with any reasonable usage guidelines which TagLynx receives written notice of from You from time to time. TagLynx acknowledges and agrees that, as between TagLynx and You, You are the sole owner of all rights in Your trademarks, and any goodwill arising from TagLynx’ use of such trademarks will inure solely to the benefit of You.
4.4. Third Party Content.
Certain information and other content appearing in the Services may be the material of third party licensors and suppliers to TagLynx (“Third Party Content”). Third Party Content does not include Your Content. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on Your computer or other display device solely for Your personal use or internal business use. You acknowledge and agree that under these terms alone You have no right to download, cache, reproduce, modify, display, edit, alter or enhance any of the Third Party Content in any manner unless You have permission from the owner of the Third Party Content.
5. Fees and Payment
5.1. Subscription Fees.
You will be responsible for payment of the applicable fee (“Subscription Fee”) at the time You create Your Account and select Your Services subscription (“Service Commencement Date”). All Subscription Fees will be billed to the credit card or PayPal account You designate during the registration process. If You want to designate a different credit card or if there is a change in Your credit card or PayPal account status, You must change Your information online at http://app.taglynx.com or send an e-mail to firstname.lastname@example.org .
By authorizing TagLynx to charge Your credit card for Services, You further authorize TagLynx to continue to charge Your credit card (or a replacement card, if the credit-issuing entity informs TagLynx that a replacement card has been issued) for all fees associated with the Services, including renewals. You must contact TagLynx if You do not wish to renew Your Services subscription; if You do not contact TagLynx, the Subscription Fee for Services that You selected will automatically renew for the same subscription term that You initially selected (e.g. annual or monthly), at TagLynx’s then current Subscription Fee for such Services.
5.2. Subscription Termination and Refunds.
You may terminate your Subscription at any time. If You have a monthly subscription, the Subscription will terminate at the end of the then current monthly term and not renew. No refund will be issued for any unused part of the month in which You terminate a monthly Subscription. If You have an annual Subscription, the Subscription will terminate at the end of the Subscription month in which You give notice of termination, and any Subscription Fee You have paid in advance for the remaining months in the annual term, less a fee equal to the difference between the monthly fee under the annual subscription and the monthly subscription for the months actually used, will be refunded to You within thirty (30) days after the date of termination. For purposes of illustration only, if a monthly subscription is $X greater than the monthly cost under an annual subscription, and You terminate your annual subscription after three months, the refund will be equal to the remaining nine months of the annual subscription fee, less 3 x $X for the three months actually used. You agree that You will make any cancellation request by way of a general request ticket that You submit through the TagLynx’s ticketing system.
In the event that You are using a PayPal account to make payments hereunder, You must also log in and cancel Your recurring payments through Your PayPal interface. Except as set forth above, Your Subscription Fee will be non-refundable. No refund will be given or issued if the Agreement is terminated by TagLynx for Your breach of the terms and conditions of the Agreement.
6. Confidential Information.
“Confidential Information” will mean confidential or other non-public proprietary information that is disclosed by either party to the other under this Agreement, including without limitation, software code and designs, hardware, product specifications and documentation, financial data, business, marketing and product plans, or technology, and information whether disclosed verbally or visually that is of a nature or disclosed in a context that a reasonable person would understand to be confidential or proprietary, and any information (which includes, without limitation, Your or an Authorized User’s name, address, phone number, email, incidents created, notes created, contact history, or communication history).
6.2. Obligations of Confidentiality.
Each party agrees that it will hold in strict confidence and not disclose the Confidential Information of the other party to any third party and to use the Confidential Information of the other party for no purpose other than the purposes expressly permitted by this Agreement. Each party will only permit access to the other party’s Confidential Information to those of its or its affiliates’ employees, contractors and advisors having a need to know and who have signed confidentiality agreements containing terms at least as restrictive as those contained in this Agreement or are otherwise bound legally to a duty of confidentiality.
Each party will maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other party with at least the same degree of care as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care.
6.3. Exclusions from Obligations.
A party’s obligations of confidentiality under this Agreement will not apply to information which such party can document or show by other admissible evidence (i) is in the public domain or known in the industry without the breach of any agreement or fiduciary duty or the violation of any law, (ii) was known to the party prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) is proven by contemporaneous records to be independently developed by the party prior to receiving such Confidential Information. Further, Confidential Information does not include Statistics.
6.4. Legally Required Disclosure.
In the event either party is required to disclose, pursuant to a judicial order, a requirement of a governmental agency or by operation of law, any Confidential Information provided to it by the other party then such party will provide the other party written notice of any such requirement promptly after learning of any such requirement, and take commercially reasonable measures, at the expense of the party whose Confidential Information it is, to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and allow the other party to participate in the proceeding. Nothing in this section will waive the continuing obligation of confidentiality to any such information disclosed.
6.6. Injunctive Relief.
Each party recognizes and acknowledges that any use or disclosure of the Confidential Information of the other party in a manner inconsistent with the provisions of this Agreement will cause the other party irreparable damage for which remedies at law may be inadequate. Accordingly, the non-breaching party will have the right to seek an immediate injunction in respect of any breach of these confidentiality obligations to obtain such relief. Notwithstanding the foregoing, this paragraph will not in any way limit the remedies in law or equity otherwise available to the non-breaching party.
6.7. Return of Confidential Information.
Upon written request by either party hereto, the other party will promptly return all documents and other tangible materials representing the requesting party’s Confidential Information and all copies thereof, except for any archived materials that are required to be retained by law or that are not easily retrievable from secured archival systems, or for records created in the ordinary course of business that are kept by a party for contract compliance and enforcement purposes subject to continuing confidentiality.
7. Authorized Users.
You are responsible for maintaining the confidentiality of Your password(s), registration data and for any and all activity that occurs under Your password(s). You agree to notify TagLynx immediately of any unauthorized use of Your password(s) or any other breach of security relating to the Site and the Services. You will not, directly or indirectly, by any means attempt to or access any data of another TagLynx customer if You are not an authorized user under the applicable account and You will be liable to TagLynx for any of Your Authorized Users that engage in any such act.
You may, during the Term, provide TagLynx with oral feedback and/or written feedback related to Your use of the Services, Site, Application, or Content, including, but not limited to, a report of any errors which You may discover in the foregoing or any related documentation. User Content is expressly excluded from Feedback. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to TagLynx concerning the Services, Site, Application, or Content and any information reported automatically through the Services to TagLynx (“Feedback”) will be the property of TagLynx. You agree to assign, and hereby assign, all rights, title and interest worldwide in the Feedback, and the related intellectual property rights, to TagLynx and agree to assist TagLynx, at TagLynx’ expense, in perfecting and enforcing such rights.
9. Links to Third Party Sites.
The Site may contain hyperlinks to web sites that are not controlled by TagLynx. You acknowledge and agree that TagLynx is not responsible for and does not endorse or accept any responsibility over the content or use of these web sites, including, without limitation, the accuracy or reliability of any information, data, opinions, advice or statements made on these web sites. You further understand that such third party sites and Third Party Services are governed by separate agreements accompanying such portions of the Services and You agree to be bound by the terms and conditions of such agreements.
Your dealings with other entities promoted on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such other entity. You agree that TagLynx will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities through the Services.
10. Your Obligations.
10.1. Use of Services.
You agree that You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on You. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, rights of privacy or publicity or any other harm resulting from Your Content. You represent and warrant that: (i) You own all of Your Content and any Feedback posted on or through the Services or otherwise have the right to grant the licenses to TagLynx set forth in this Agreement, and (ii) the posting of Your Content on or through the Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any of Your Content. TagLynx will have no obligation to pay You any fees or royalties for Feedback.
10.2. Unauthorized Activities.
Unauthorized use of the Services or Third Party Content may violate certain laws and regulations. You agree to defend, indemnify and hold TagLynx and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) that TagLynx or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on Your Content and/or Your use of the Services or Third Party Content, or the use by any person using Your user name and/or password, that violates any applicable law or regulation, or the copyrights, trademark rights or other rights of TagLynx or any third party. TagLynx may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at TagLynx’ discretion, TagLynx will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, the Services or on the Internet.
11. Proprietary Rights.
Neither this Agreement nor any provision herein transfers ownership or any license not expressly granted, from TagLynx to You of any TagLynx intellectual property right of any kind whatsoever including, but not limited to, any Services or the Site, and all right, title and interest in and to the foregoing and TagLynx’ legally protectable look and feel, methods, processes, systems, operations, network or customer support methodology or technology, or any other technology of any kind whatsoever and all intellectual property rights therein will remain solely with TagLynx.
12. Term and Termination
This Agreement will commence on the Service Commencement Date. Unless earlier terminated as provided herein, the initial term will be one (1) month if You have selected a monthly subscription, or twelve (12) months if You have selected an annual subscription (“Term”) and will automatically renew for additional Terms equal to the length of Your initial subscription at the then-current price for the Services, unless terminated by either party upon prior written notice not less than five (5) days prior to the expiration of the then current Term.
Either party may at any time immediately terminate this Agreement: (a) in the event the other party has materially breached this Agreement and, if curable, has not cured such breach within thirty (30) days after receiving written notice thereof by the non-breaching party. If a breach is not curable, the non-breaching party can terminate this Agreement immediately; or (b) in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the other party; or in the event of the appointment, with or without the other party’s consent, of an assignee for the benefit of creditors, or of a receiver; or if the other party admits in writing its inability to pay its debts when due; or (c) at the end of the trial period which is the first fourteen (14) consecutive days of the initial Term.
12.3. Special Conditions.
TagLynx may at any time immediately terminate this Agreement and Your access to the Services, or suspend or restrict Your access to the Services, in whole or in part, if TagLynx determines in its sole and exclusive judgment that terminating Your access to the Services is advisable for security reasons, to protect TagLynx from liability, or for the continued normal and efficient operation of the Services. TagLynx will use its best efforts to notify You prior to any such suspension, restriction or termination, but will have no liability to You for failure to provide such notice.
12.4. Effect of Termination.
Immediately upon expiration or termination of this Agreement, Your rights to use the Services will terminate and each party will have thirty (30) days to return or destroy all Confidential Information it holds that belongs to the other party. For a period of fifteen (15) days after expiration or termination of the Agreement, You may request a download of Your Content after which TagLynx will have no obligation to retain or preserve such Content and may destroy it as part of its confidentiality obligation as provided herein. You will remain liable for all amounts due, and all such sums will become immediately due and payable upon termination or expiration of this Agreement. Any other provisions which by their nature should survive termination or expiration of this Agreement, will so survive.
13. Disclaimer of Warranties.
Your use of this Site and/or the Services is at Your own risk. Neither Your Content, the Services or Third Party Content nor Submissions have been verified or authenticated in whole or in part by TagLynx, and they may include inaccuracies or typographical or other errors. TagLynx does not warrant the accuracy or timeliness of the Content, Submissions or the Third Party Content contained on this Site. TagLynx has no liability for any errors or omissions in the Content, Submissions and/or the Third Party Content, whether provided by TagLynx or our licensors.
Taglynx , for itself and its licensors, makes no express, implied or statutory representations, warranties, or guarantees in connection with this site, the services, any materials, submissions, user content, user sites, or third party content, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this site and/or the results obtained from the use of this site, including without limitation the materials, submissions, user sites, and the third party content. To the maximum extent permitted by applicable law, this site, the services, materials, submissions, user content, third party content, and any information or material contained or presented on this site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights.
Taglynx does not provide any warranties against viruses, spyware or malware that may be installed on your computer. Taglynx does not guarantee any uptime or availability of the services.
14. Limitation of Liability.
Taglynx shall not be liable to you for any damages resulting from your displaying, copying, or downloading any of the materials, content, or third party content to or from the site or the services. Except for a breach in the obligations of confidentiality or the license grants herein, or for any payment to a third party under an indemnity obligation, in no event shall either party be liable to the other for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, use or other economic advantage) however arising, even if the possibility of such damage was known. In no event will taglynx be liable in the aggregate for more than the fees paid by you to taglynx in the twelve (12) months immediately preceding the act or omission giving rise to the claim.
15. Allocation of Risk.
The provisions of sections 12 and 13 allocate the risks under this agreement between the parties and are an intrinsic part of the bargain between the parties. The fees provided for in this agreement reflect this allocation of risks and the limitation of liability and such limitation shall apply notwithstanding a failure of the essential purpose of any limited remedy and to the fullest extent permitted by law.
16. Local Laws; Export Control.
Services and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If You use this Site or the Services outside the United States of America, You are responsible for following applicable local laws and regulations, including any applicable export controls laws.
17. Contract Interpretation.
Both parties to this Agreement have negotiated the provisions of this Agreement and have had access to counsel. Notwithstanding any rules of contract interpretation, both parties will be considered the “drafting party” and no provision of this Agreement will be construed against a party by reason of being the “drafting party”. In the event of any conflict between the terms of this Agreement and any exhibit or attachment hereto, the terms of the exhibit or attachment will prevail.
18. Governing Law.
This Agreement will be interpreted in accordance with the laws of the State of California, (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of California between California residents, without giving effect to any conflict of law principles that would require the application of the laws of a different jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the federal or state courts in Los Angeles County, California, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, either party has the right to apply to any court of competent jurisdiction for provisional or equitable relief, including pre-judgment attachments, a temporary restraining order, temporary injunction, permanent injunction and/or order of specific performance, as may appear reasonably necessary to preserve the rights of either party.
19. Force Majeure.
Neither party will be liable to the other for any breach of this Agreement which arises because of any circumstances which the defaulting party cannot reasonably be expected to control (which shall include but not be limited to, any act of god, fire, casualty, flood, war, labor disputes, governmental action, failure of public services, interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing but, for the avoidance of doubt, shall not include shortage or lack of available funds, provided it promptly notifies the other party of such circumstances. If performance has been interfered with, hindered, delayed or prevented for a period in excess of ninety (90) days, the party whose performance is not affected may terminate this Agreement immediately by written notice to the other party.
Either party may disclose the existence of this Agreement including, without limitation, disclosure deemed reasonably necessary to comply with the disclosure obligations of public companies. You agree that TagLynx may refer to its relationship with You in TagLynx marketing materials, including its Web site and in discussions with prospective customers.
You shall not assign this Agreement without the prior written consent of TagLynx, which consent shall not be unreasonably withheld or delayed; provided that either party may assign this Agreement in the event of a merger, acquisition, or reorganization relating to all or substantially all of such party’s assets. Any other attempt to assign this Agreement without prior consent shall be void.
22. Independent Contractor.
Pursuant to this Agreement, TagLynx and You intend to enter into an arm’s-length commercial relationship. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employer-employee relationship as between You and TagLynx, or as between either party and the employees of the other party. Except as expressly set forth herein neither party nor its employees shall be entitled to enter into any contract, agreement, arrangement, or association on behalf of the other party. Each Party shall comply with all state and federal laws which relate to the employment of its employees and of conduct of its business.
If a court of competent jurisdiction shall hold any provisions of this Agreement invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.
The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement will not be construed to be a waiver of such provisions or of its right thereafter to enforce such provision and each and every provision thereafter
25. Invalid Provisions.
If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
26. Notice for California Users.
Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The headquarters of TagLynx is currently located at 712 Fair Oaks Ave., #211 South Pasadena, CA 91030, USA, phone (805.394.5969). The charges for the Services are specified on the Site. If you have a complaint regarding the Services or want to request a paper copy of these Terms, please contact TagLynx by writing to the address above, or by e-mail at email@example.com, or by calling (805.394.5969). The Consumer Information Center of the Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95384, or by telephone at (916) 445-1254 or (800) 952-5210.