1. User’s Acknowledgment and Acceptance of Terms
As part of our commitment to high-quality service and providing you with a satisfying event experience, we believe it is important to have a clear understanding with you regarding our respective obligations. Aspevo Tech, Co, a United States limited liability company (referred to as “COMPANY”, “us” or “we”) provides the tacnote.com site and subdomains, TacNote ancillary marketing sites and various related services (collectively referred to as this “site”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.
These Terms of Use are effective as of March 1, 2015. We reserve the right to change these Terms of Use from time to time or discontinue the site without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.
As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.
2. Description of Services
We make various services available on this site including, but not limited to, Web-based software and hardware devices for the purpose of managing projects and business-related details. Any associated fees for the various services are described elsewhere in this site. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and your own Internet access (including payment of telephone or cable service fees associated with such access). In addition, we may offer services relating to the ability to electronically store product information. See Section 8 of these Terms of Use for the length of time we agree to maintain account information, which includes any and all information created in your account. As part of these services, we may enable you and third parties to share product and contact information.
We reserve the sole right to modify or discontinue the site, including any services and features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right, except to refund to you, on a pro-rated basis, any monies prepaid by you for any fee-based services that we discontinue. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms of Use.
You understand and agree that delays or interruptions of the services available through this site may occur. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control. Accordingly, we shall not be responsible for any delays or interruptions of the TacNote Web sites and do not warrant or make any representations that the Web sites will be available at all times or at any time. We are not responsible for any losses or damages that may result from such delays, interruptions or loss of access.
You understand and agree that the services available on this site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
In regard to the content of Tacnote.com and any related TacNote Web sites as well as TacNote electronic communications, we attempt to be accurate with respect to the content it provides and in its electronic communications. However, we do not warrant that the product and service descriptions, prices, processes or any other content of the TacNote Web sites or of any other TacNote electronic communication is accurate, complete, reliable, current or free of errors.
3. Third Party Sites and Information; Participation in Promotions; Purchases from Third Party Sites
This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials, products and/or services provided by other parties including, but not limited to, third-party websites and advertisements offered by third parties. You may enter into correspondence with or participate in third party websites and promotions of the advertisers showing their products on this site. These other sites and parties are not under our control, and you acknowledge that we are not responsible for and shall not be liable for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. In addition, you acknowledge that we are not responsible for and shall not be liable for the accuracy, copyright compliance, legality, decency or any other aspect of any advertisements, promotions or marketing messages offered by third parties on this site. Our site may provide links, portals or other connections for third parties that may permit or facilitate communications and transactions between you and third parties. We accept no responsibility, shall not be liable for and do not guarantee the performance of or otherwise endorse these third parties. All communications, transactions and any other interactions with third parties including, but not limited to, shipments, customer service and returns involving products and services provided by third-parties are the responsibility of these third parties, and you are bound to their terms and conditions during such transactions. The inclusion of such a link, reference or advertiser is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. Any such correspondence, promotions or purchase and sale of goods and services, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the third party website and/or advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
4. Registration Data, Security and Privacy Policy
To access some of the services on this site, you will need to complete our online registration process to set up an account and password, which requests certain information and data (“Registration Data”), and to maintain and update your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account. You are solely responsible for maintaining the confidentiality of your password and account, restricting access to your account and computer, and for any and all statements made, acts or omissions and any other activities that occur through the use of your password and account, including any email sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer your account to anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof. You also grant us the right to disclose to third parties your Registration Data and other information we obtain through your use of this site (“Your Data”). Without your consent, we may provide aggregate, non-personally identifiable user information to third parties for marketing, advertising or other purposes. Such information would not include details such as your name, contact information, or payment information. Our use of Your Data is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.
5. Subscriptions; Payment of Fees
All invoices shall be paid within thirty (30) days of receipt. Payments not made within such time period shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. COMPANY may suspend all services on seven (7) days written notice until the amounts outstanding are paid in full.
All services offered on the TacNote main site and ancillary TacNote sites, whether now existing or developed in the future, shall be subject to a fee at the time of registration based on TacNote’s then existing subscription fees for such services, which may be changed by us as provided in these Terms of Use. Payment Terms; Customer Support;
All payments made to COMPANY under this Agreement shall be in United States currency in the form of company check, cashier’s check, or electronic wire transfer. For all fee-based services, you agree to pay all fees associated with such service. You may cancel fee-based services at any time. For all subscribers, upon cancellation your subscription will end immediately and no refund - pro-rated or otherwise - will be provided regarding fee-based services. Once you have cancelled a service, we reserve the right to purge your information associated with the service at any time from our database. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. We will provide customer service and support for all fee-based services as we determine, and subject to terms and conditions we establish, from time to time in our sole discretion. Subscribers to such services can contact us regarding available customer support/service via email at support@tacnote.com.
Taxes;
You shall pay, reimburse, and/or hold COMPANY harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement or by use of the Product, except income taxes.
6. Electronic Communications
You are communicating electronically with us when you visit the TacNote site, provide information by means of the site or send e-mail to us. By becoming a subscriber of TacNote, you consent to receive communications from us electronically. We will communicate with you by e-mail and by posting information or notices via the Tacnote.com site, as applicable. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. Intellectual Property Information
For purposes of these Terms of Use, “content” is defined as any information, communications, software, photos, video, graphics, music, sounds, text, site design, processes, Web site screens, images, logos, icons, code and data compilations as well as the organization and layout of this matter and other material and services that can be viewed by users on or visitors to our site. This includes, but is in no way limited to, message boards, chat, and other original content. We do not direct our product and service offerings to persons under the age of 18.
By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of or used with permission by COMPANY, and/or its affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Furthermore, you may not attempt to reverse compile, disassemble or otherwise reverse engineer the software code for this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
Subscribers to the Tacnote.com site may access and use the site (including any services, documents or information from this site) solely for personal and business use and may not distribute, license, sublicense or resell any portion thereof to any other person or entity. Reselling includes, but is not limited to, receiving compensation or benefits (monetarily or in trade) from users of your account who i) are not clients for whom you are planning events and ii) are using the account as part of the offerings you provide to them; these users can include, but are not limited to, contractors, subcontractors, vendors, franchisees and network members. Inapproproate use of the site also includes, but is not limited to, using it for purposes of creating an online network or to provide free or paid access to users who are not clients (i.e., people who have hired you to plan and/or manage an event). Account sharing (i.e., two or more separate business entities sharing one account) is also prohibited. We reserve the right to immediately terminate the account of any user suspected of violating these limitations and to seek all available legal remedies.
Only authorized employees, representatives, contractors and contacts of each subscriber to the Tacnote.com site may access and use the site via the subscriber’s account, and none of them may distribute, license, sublicense or resell any portion thereof to any other person or entity. We reserve the right to immediately terminate the account of any user suspected of violating this limitation and to seek all available legal remedies.
Neither we nor our affiliates, warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties.
You shall not use or permit any third party to use our property, the content of the site or the name, trademarks or trade names of TacNote, including “TacNote” or “Tacnote.com” without prior express written consent from us. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of TacNote, COMPANY or its affiliates.
8. Use and Operation of Tacnote.com; Data Storage; User Responsibility for Back Up Data
You acknowledge that we may establish general practices and limits concerning use of the services available on our site, including without limitation the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to log off accounts that are inactive for an extended period of time. We reserve the right to shut off a subscriber’s account and delete all account information either (i) six (6) months after account cancellation or (ii) after the subscriber’s account has lain dormant for two (2) calendar years on Tacnote.com, whichever arrives sooner. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice. We provide storage space and access for material through our site; in addition, we may, at our discretion, provide an additional, fee-based service that allows for subscribers to expand the default storage space allotment associated with their accounts. For purposes of these Terms of Use, “material” refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable. We will not routinely monitor the contents of your online portfolio or outward facing communications, which includes, but is not limited to, any personal websites or portals created via our site or email communications sent by you through our site. You are solely responsible for any information contained in your online accounts, portfolios and outward facing communications. However, if complaints are received regarding language, content, or graphics contained in your online account, portfolio or outward facing communications, we may, at our sole discretion, remove the images and content hosted on our servers and terminate your service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.
The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.
This site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. You should not rely on the site as your only storage facility. It is your responsibility to back up any data submitted or otherwise used with respect to this site. You agree that we are not responsible for any loss of data stored on our sites under any circumstance and you agree that you will not hold us liable for any loss of data that may occur including, but not limited to, your files and your discrete pieces of information.
9. Conduct on Site
Your use of the Tacnote.com site, as applicable, is subject to all applicable laws and regulations, including Netiquette and anti-spam laws, rules and regulations, and you, your clients, employees, contractors, contacts and representatives, as applicable, are solely responsible for compliance with all applicable laws and regulations and the contents of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, hosting services, hosted websites, email services or other interactive service that may be available to you on or through this site, you agree that you, your clients, employees, contractors, contacts and representatives, as applicable, will not upload, share, post, or otherwise distribute or facilitate distribution of any content - including text, communications, software, images, sounds, data, or other information - that: Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies; Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or Impersonates any person or entity, including any of our employees or representatives. We neither endorse nor assume any liability for the contents of any material uploaded or submitted by anyone other than ourselves. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, hosting services, hosted websites, email services or other interactive services that may be available on or through this site. However, we and our agents, have the right at our sole discretion to remove any such content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See User’s Materials below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party. In regard to email, instant messaging or other textual communications sent through the site, you and your clients, employees, contractors, contacts and representatives agree to send communications using our services only to those recipients who have a clear relationship with you and/or your organization or who have expressly indicated their desire to receive communications from you and/or your organization. You and your clients, employees, contractors, contacts and representatives may not use our site to send communications to any individual who has indicated a desire not to receive communications from you. You and your clients, employees, contractors, contacts and representatives may not use the site to send communications to email lists or addresses that have been rented, purchased, appended or otherwise obtained from a third party or that have been collected or “scraped” using a script or other harvesting method or that have been obtained without the email address owner’s knowledge or consent. Sending emails, instant messages or other textual communications using any of these methods will result, without notice, in the immediate termination of your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else’s use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability. You agree that we may at any time, and at our sole discretion, terminate your registration and subscription without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
10. User’s Materials; Submissions
Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. COMPANY and TacNote do not solicit submissions, in any form or by any means of transmission whatsoever, of product, feature, service, marketing, user interface, programming code, advertising and/or creative suggestions, ideas and/or proposals as well as product samples and/or prototypes (hereinafter referred to as “Submissions”). If you elect to forward to us any such Submission, then by doing so, you acknowledge that (i) we are not liable for any use, disclosure, or return to you of your Submission, (ii) no confidential relationship is established or is to be implied in any way from our receipt of the Submission and any statement to the contrary with your Submission shall not alter this condition, (iii) you understand that you will not be entitled to any compensation from us based upon your Submission or our use thereof, (iv) the receipt of your Submission shall not constitute a waiver by us of our rights to contest the validity of any copyright, or other intellectual property rights that you may now or hereafter claim for the Submission, and (v) any previously, concurrently or subsequently submitted materials relating to this Submission shall be considered to have been submitted in accordance with these conditions. If you post reviews, comments, photos or other materials or content on www.tacnote.com; send communications to us or submit Submissions, you hereby grant COMPANY a perpetual, paid-up, non-exclusive, royalty-free irrevocable license and fully sublicensable right to make, use, modify, adapt, create derivative works from, publish, translate, reproduce, display and distribute such materials, content and Submissions (and any intellectual property contained therein) throughout the world, in any medium or technology of any kind now existing or developed in the future. You grant COMPANY and its sublicensees the right to use the name that you submit in connection with such materials and content, if they choose. You represent and warrant that you own or otherwise control all of the rights to any Submission and in the materials and content that you post; that the content is accurate; that use of any Submission, materials or content you supply does not and will not cause injury to any person or entity; and that you will indemnify COMPANY and its sublicensees for all claims resulting from any Submission, materials and content you supply. COMPANY has the right but not the obligation to monitor and edit or remove any activity or content on www.tacnote.com. COMPANY takes no responsibility and assumes no liability for any materials or content posted by you or any third party. We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512©, our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. The services of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement: Managing Principal Email: support @ tacnote.com
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
11. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE FULLEST EXTENT PERMITTED BY LAW WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS AFTER OUR DELIVERY OF THE PRODUCT OR SERVICE. THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS AND SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible or liable for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized COMPANY, spokesperson speaking in his/her official capacity.
12. Limitation of Liability
Except as may be otherwise limited in these Terms of Use, your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this site shall be limited to the amount you paid us for the services, deducting incurred cost which we may already paid to our subcontractors. In no event shall our total liability to you for damages exceed the amount paid by you to us during the period of service before the act, giving rise to the liability. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM OUR NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM, LOSS OF USE, DATA OR PROFITS OR OTHER COMMERCIAL OR ECONOMIC LOSS, DIRECTLY OR INDIRECTLY, ARISING OUT OF YOUR USE OF THE SITE OR THESE TERMS OF USE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THRID PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
13. Indemnification
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from any and all liabilities, claims, costs (including, without limitation, settlement costs), and expenses (including attorney’s fees), that directly or indirectly arise from your use or misuse of this site including, but not limited to, (i) your use or misuse of any information, product or service supplied by us or third parties; (ii) any products, services or activities undertaken by us on your behalf; and (iii) your sale of any products and services or other operation of your business. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
14. Agency Grant
We shall be authorized to enter into contracts with third parties as the subscriber’s agent to carry out the purposes of these Terms of Use. Under no circumstances shall we be responsible for any failure of third parties to properly execute their commitments.
15. Severability
In the event that any provision of this agreement shall be judged illegal or otherwise unenforceable, such provision shall be enforced to reflect as nearly as possible the original intentions of the parties as evidenced by these Terms of Use to the maximum extent permitted by applicable law, and the balance of the agreement shall continue in full force and effect in accordance with its terms.
16. Assignment
Subscriber will not assign any rights or delegate any duties under this agreement without the written consent of COMPANY. We are free to assign our rights and obligations under these Terms of Use without notice or your consent including, but not limited to, any information obtained from you as a result of your use of the site.
17. Termination of Use
You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 4, 8 through 12, 16, 17, 19 and 20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.
18. Governing Law and Venue; Statute of Limitations
This site (excluding any linked sites) is controlled by us from our offices within the State of California, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing this site both of us agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the federal and state courts sitting in or for Hayward, California, United States of America with respect to such matters. Any cause of action brought by you against us or any third party supplying products or services through us must be instituted within one (1) year after the cause of action arises or be deemed forever waived and barred.
19. Compliance with Laws; International Use
We make no representation that the products and services available through our site are appropriate, available, in compliance with all laws or regulations or legal for use in locations within or outside of the United States, and accessing them from states or territories where such products and services are illegal is prohibited. Those who choose to access this site and purchase products and services from us or through third parties available or linked to this site do so on their own initiative and are responsible for use of all such products and/or services in compliance with all applicable federal, state and local laws and regulations. Any offer for any product, service, and/or information made available in connection with this site is void where prohibited.
20. Attorneys Fees
If any legal action is initiated by either of the parties hereto, the prevailing party shall recover from the other party reasonable costs and attorney’s fees in addition to any other relief that may be awarded.
21. Notices
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of President at support@tacnote.com, if by email. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you. Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication on the delivery date if transmitted by electronically confirmed email.
22. Entire Agreement, Modification and Waiver
This agreement merges all previous negotiations between the parties hereto, supersedes all prior agreements, if any, between the parties, and constitutes the entire agreement and understanding between the parties with respect to the subject matter of this agreement. Alteration, modification or change of this agreement shall be invalid except by written instrument in which any such alteration, modification or change is specifically designated and which is specifically acknowledged, agreed and executed by the party to be charged. Our failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision or of any other rights or provisions in these Terms of Use or prevent any subsequent enforcement or be deemed a waiver of any terms and conditions of these Terms of Use. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall control.
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