1.1 Spoak, Inc. d/b/a Tactic (“Tactic” or “we”) provides its Service (as defined below) to you through its website located at https://www.tactic.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Tactic may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at[https://www.tactic.com/terms-of-service]. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, you only remedy is stop using the Services and send a cancellation email to firstname.lastname@example.org.
1.3 As part of the registration process, you will identify an administrative username and password for your account (“Account”). You may use the administrative username and password to create standard users (each an “Authorized User”). Each Authorized User must have their own username and password, which may not be shared or utilized with any other individuals. You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for any and all activities that occur under your password or account, including all acts or omissions of your Authorized Users in relation to the Site. You agree to (a) immediately notify Tactic of any unauthorized use of your password or account or any other breach of security (including any Authorized User’s credentials being compromised or used in an unauthorized manner), and (b) ensure that you and each Authorized User exit from your and their accounts at the end of each session when accessing the Service (as defined below). Tactic will not be liable for any loss or damage arising from your or your Authorized Users’ failure to comply with this paragraph.
The “Service” includes (a) the Site, (b) Tactic’s cryptocurrency tools, reporting, and related technologies, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Tactic. You shall comply with any codes of conduct, policies or other notices Tactic provides you or publishes in connection with the Service, and you shall promptly notify Tactic if you learn of a security breach related to the Service.
3.2 Any software that may be made available by Tactic in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Tactic hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) (a) copy, modify, create a derivative work of, reverse engineer, reverse assemble or other wise attempt to discover any source code in any Software, (b) sell, assign, sublicense or other wise transfer any right in any Software, (c) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (d) violate any applicable local, state, national, or international law, or any regulations having the force of law; (e)impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (f) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (g) obtain or attempt to access or other wise obtain any Content or information through any means not intentionally made available or provided for through the Service; (h) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any Content available on or through the Service, including through the use of virtual private networks; (i) access the Service by any means other than through the interface that is provided by Tactic for use in accessing the Service; or (j) unless expressly authorized in writing by Tactic, sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Tactic or any third party is granted to you in connection with the Service.
3.3 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store(hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).
3.4 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Tactic reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Tactic a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, royalty-free, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Tactic has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Tactic may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to suchContent), or for no reason at all.
3.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Tactic’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Tactic will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.6 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, with out limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Tactic’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.7 The failure of Tactic to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Tactic, even though it is electronic and is not physically signed by you and Tactic, and it governs your use of the Service.
3.8 Tactic reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Tactic’s website and in other communication with existing or potential Tactic customers. To decline Tactic this right you need to email@example.com stating that you do not wish to be used as a reference.
3.9 Subject to the terms hereof, Tactic may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
4.1 Content: You acknowledge and agree that the Service may Content that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Tactic, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Content, in whole or in part, except that the foregoing does not apply to Your Content. Any use of theService or the Content other than as specifically authorized herein is strictly prohibited.
4.2 Trademarks: The Tactic name and logos are trademarks and service marks of Tactic (collectively the “Tactic Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of the irrespective owners who may or may not endorse or be affiliated with or connected to Tactic.Nothing in this TOS or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tactic Trademarks displayed on theService, without our prior written permission in each instance. All goodwill generated from the use of Tactic Trademarks will inure to our exclusive benefit.
4.3 Third-Party Material: Under no circumstances will Tactic be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Tactic does not pre-screen content, but thatTactic and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Tactic and its designees will have the right to remove any content that violates this TOS or is deemed by Tactic, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
4.4 Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service, provided by you to Tactic are non-confidential and Tactic will be entitled to the unrestricted use and dissemination of the foregoing for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
4.5 Open Source Software. The Site may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found by email firstname.lastname@example.org. If required by any license for particular open source software, Tactic makes such open source software, and Tactic’s modifications to that open source software (if any), available by written request to info@Tactic.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.
5.1 To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Tactic information regarding your credit card or other payment instrument. You represent and warrant to Tactic that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Tactic the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Tactic to bill your payment instrument in advance on aperiodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Tactic know within sixty (60) days after the date that Tactic invoices you. We reserve the right to change Tactic’s prices. If Tactic does change prices,Tactic will provide notice of the change on the Site or in email to you, at Tactic’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Tactic may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Tactic thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Tactic’s net income.
6.1 Definition of Confidential Information. “Confidential Information” means, subject to the exceptions set forth below, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”)to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth below.Your Content that has been aggregated and/or anonymized does not constitute Tactic Confidential Information.
6.2 Exceptions to Confidential Information. Information will not be deemed “Confidential Information” if the Recipient can show such information: (a) is known to the Recipient prior to receipt from the Discloser directly or indirectly from a source other than one having an obligation of confidentiality to the Discloser; (b) becomes known (independently of disclosure by the Discloser) to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Discloser; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Recipient; or (d) is independently developed by the Receiving Party without any use of or reference to the Discloser's Confidential Information.
6.3 Use and Disclosure of Confidential Information. The Recipient may only use theConfidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) theRecipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of theRecipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants),in each case, during the time that the Recipient is permitted to retain such ConfidentialInformation hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting theConfidential Information in the manner set forth in this TOS. The Recipient will use at least reasonable care and adequate measures to protect the security of the ConfidentialInformation of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of thisAgreement.
6.4 Disclosures Required by Law. In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
You represent and warrant to Tactic that (a) you have full power and authority to enter into this TOS; (b) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Tactic to perform its obligations) in connection with the Services without obtaining any further releases or consents; (c) Your Content and other activities in connection with the Service, and Tactic’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are eighteen (18) years of age or older.
You have the right to terminate your account at any time by sending a cancellation request to email@example.com. Subject to earlier termination as provided below, Tactic may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Tactic may also terminate this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. Tactic reserves the right to modify or discontinue, temporarily or permanently, theService (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Tactic upon any termination of your account in its sole discretion. IfTactic terminates your account without cause and you have signed up for a fee-bearing service, Tactic will refund the pro-rated, unearned portion of any amount that you have prepaid to Tactic for such Service. However, all accrued rights to payment and the terms ofSection 4-15 shall survive termination of this TOS.
9.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Tactic or by third-party providers, or because of other causes beyond our reasonable control, but Tactic shall use reason able efforts to provide advance notice in writing or by email of any scheduled service disruption.
9.2 You acknowledge and agree that information provided by Tactic should not be considered a substitute for legal advice, tax advice, audit advice, accounting advice, or brokerage advice under the guidance of a licensed professional, and the information provided herein should not be taken as financial planning or investment solicitation. No fiduciary relationship has been created between you and the Company
9.3 THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TACTIC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TACTIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAYBE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TACTIC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TACTIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS,LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THESIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NOFEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, ANDTHE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
10.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TACTIC’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless Tactic from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Tactic shall provide notice to you of any such claim, suit or demand. Tactic reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Tactic’s defense of such matter.
You may not remove or export from the United States or allow the export or re-export of theServices or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the UnitedStates Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Tactic on your Equipment (if applicable) are “commercial items”and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent withDFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of thisTOS and will be prohibited except to the extent expressly permitted by the terms of thisTOS.
You may not assign this TOS without the prior written consent of Tactic, but Tactic may assign or transfer this TOS, in whole or in part, without restriction.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will other wise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of thisTOS and you do not have any authority of any kind to bind Tactic in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by Tactic in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of New York, in the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.
Please visit https://www.tactic.com/privacy-policy to understand how Tactic collects and uses personal information.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S.copyright law. Tactic will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Tactic’s Copyright Agent at firstname.lastname@example.org (subject line: “DMCA” Takedown Request”). You may also contact us by mail or facsimile at:
Attention: Copyright Agent
115 East 23rd Street, 5th Floor
New York, NY 10010
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Tactic will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10to 14 business days or more after receipt of the counter-notice, at Tactic’s sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Tactic has adopted a policy of terminating, in appropriate circumstances and at Tactic 's sole discretion, members who are deemed to be repeat infringers. Tactic may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.