Tangoroo LLC End User License Agreement
This End-User License Agreement (“Agreement”) states the terms and conditions under which you (either an individual or a single business entity, collectively referred to as “You” or “Your”) are permitted to access and use the online publications, code, and associated media (the “Materials”) provided by tangoroo LLC (“Licensor”) or its agents and assigns, and are permitted to access, use, and participate in the activities associated or related with such Materials, when and for so long as properly obtained and maintained by Licensor (the “Service”). Carefully read all the terms and conditions of this Agreement before accessing or using the Materials.
BY DOWNLOADING, INSTALLING, REGISTERING FOR, COPYING, OR USING THE MATERIALS, OR BY CLICKING THE “I AGREE” OR SIMILAR ICON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BETWEEN LICENSOR AND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE, ACCESS, DOWNLOAD, OR COPY THE MATERIALS.
The Materials are proprietary to Licensor and its licensors, and is protected under applicable copyright and/or trade secret laws. All right, title and interest in and to the Materials, including all copies, will remain with Licensor and its licensors. This Agreement does not constitute a sale of the Materials, but only conveys to You a limited right to use the Materials in accordance with the terms of this Agreement. Licensor and its licensors own and retain all worldwide rights, title, copyright, and other interests, in and to the Materials including, without limitation, all source code, object code, executable code, libraries, audio, video, text, and graphical representation (screen layout). The Materials are protected by copyright laws and other international treaty provisions. Therefore, You must treat the Materials like any other copyrighted material, subject to the provisions of this Agreement.
2.0 Contributed Content
By displaying or publishing any text, commentary, files, images, photos, videos, games, applications, sounds, musical works, works of authorship, or any other materials or content (collectively, “Content”) on or through the Materials, you assign and grant to Licensor, and disclaim all ownership rights in and to the Content, including, without limitation any and all copyrights in and to the Content. You represent and warrant that: (i) you own the Content posted by you on or through the Materials or otherwise have the right to grant ownership of the Content, (ii) and your posting of any Content on or through the Materials does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies that may become due by reason of any Content posted by you to or through the Materials.
Licensor may delete any Content that in the sole judgment of Licensor violates this Agreement or which may be offensive, illegal, or violate the rights, harm, or threaten the safety of any person. Licensor assumes no responsibility for monitoring the Materials for inappropriate Content or conduct. If at any time Licensor chooses, in its sole discretion, to monitor the Materials, Licensor nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user submitting any Content. Content is not necessarily reviewed by Licensor prior to posting and does not necessarily reflect the opinions or polices of Licensor. Licensor makes no warranties, express or implied, as to the Content or to the accuracy or reliability of the Content or any material or information You transmit to other users, and Licensor does not endorse and has no control over the Content.
Licensor reserves the right to investigate and take appropriate legal action against anyone who, in Licensor’s sole discretion, violates this provision, including without limitation, removing the offending Content, reporting you to law enforcement authorities, and terminating Your access to the Materials. The following is a non-exhaustive list of examples of Content that is illegal or prohibited to post on or through the Materials:
- Patently offensive material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual.
- Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, or stalking.
- Harassment or advocating harassment of another person.
- Sexual or violent exploitation of any person.
- Material containing nudity, violence, or offensive subject matter or contains a link to adult content.
- Solicitation of personal information from any person under the age of 18
- Material that provides any telephone numbers, street addresses, last names, URLs, or email addresses
- Promoting information that you know is false or misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous
- Promoting an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protected devices, or providing pirated music or links to pirated music
- Material that involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”
- Material that contains restricted or password-only access pages or hidden pages or images (those not linked to or from an accessible page)
- Furthering or promoting any criminal activity or enterprise or providing instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses
- Solicitation of passwords or personally identifiable information of other users
- Material that involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes
- Material that includes a photograph of another person that you have posted without that person’s consent or
- Material that uses sexually suggestive imagery or any other unfair, misleading, or deceptive Content
3.0 License Grant and Termination
When You properly obtain and maintain the Service from Licensor or its authorized distributors, You are granted a limited, revocable, nonexclusive, nontransferable license to use the Materials in object code (electronic) form only in connection with the Service so obtained, contingent on your compliance with the terms of this Agreement, provided that You have purchased any required license keys from the Licensor required for the Service. In accordance with all other terms of this agreement, Your authorized use of the Materials and related subject matter includes the right to store, load, execute, and maintain the programs and related subject matter, in object code only, on one or more partitions on Your equipment.
No proprietary notices in or on the Materials will be altered or removed.
You may not access or use the Materials except for use of the Service.
You may not, without Licensor’s prior written consent, or as otherwise expressly authorized under this agreement:
- use, copy, modify, reconfigure, divide, rent, lease, lend, sublicense, or distribute the Materials or related subject matter
- relicense, sublicense, rent, lease, or lend the Materials or related subject matter or use the Materials or related subject matter for third-party training, hosting, or time sharing
- remove or modify from the Materials or related subject matter any markings or any notice of Licensor or its licensors’ proprietary rights
- make the Materials or related subject matter available in any manner to any third party for use in the third party’s business operations
- cause or permit reverse engineering (unless required by law for interoperability), disassembly, or decompilation of the Materials (the foregoing prohibition includes but is not limited to review of data structures or similar subject matter produced by the Materials)
- disclose results of any program benchmark tests; or
- re-host or use the Materials or related subject matter on equipment, operating systems, or a platform other than the approved equipment
All rights in the Materials and related subject matter not expressly granted in this agreement are reserved or retained by Licensor. No right or license exists, is granted, conferred, or may arise by implication or estoppel.
Your right to use the Materials will terminate, and/or Licensor may at its option suspend or deactivate Your use of the Materials, upon Your failure to comply with any term or condition of this Agreement, any unlawful use of the Materials and/or Service, or any abusive conduct involving the Materials and/or Service that is outside the normal contemplated use. Upon termination of the licenses granted here, You must cease all use of the Materials and destroy all copies (physical or electronic) of the Materials (including all component parts and copies), and certify to Licensor, if so requested by Licensor, that all Materials have been so destroyed.
All terms of Sections 6.0, 7.0, and 8.0 will survive termination of the licenses granted under this Agreement.
4.0 Activation and Use Terms
Remote Access. You may allow other users to access the Materials to provide You with support services, but the Materials may not be accessed or used by other persons or for other purposes under the same license at the same time.
Trial and Conversion. Versions of the Materials in some cases may be licensed on a trial basis. Your rights to use trial versions of the Materials are limited to the trial period. In such a case, the trial version and the duration of the trial period will be indicated during the activation process. You may have the option to convert your trial rights to a full license by following the instructions given to You. It is Your responsibility to adhere to the limitations on use of trial versions of the Materials.
Mandatory Activation. Activation associates the use of the Materials with the Service. During activation, the Materials may send information about the Materials and the device on which You are using the Materials to Licensor or its designees. This information may include the version or model of Your device, the license version and the product ID of the Materials, Internet protocol address of the device, and information derived from the hardware configuration, including unique identifiers of the hardware, firmware, or operating system. BY USING THE MATERIALS, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION AND TO THE USE OF THAT INFORMATION BY LICENSOR OR ITS DESIGNEES.
Validation. The Materials may from time to time be subject to validation procedures employed by Licensor or its designees. Validation verifies that the Materials have been activated and are properly licensed. Validation in some cases also may permit You to use certain features of the Materials or to obtain additional benefits. During a validation check, the Materials will send information about the software to Licensor or its designees. This information may include the version of the Materials in use and the product key. BY USING THE MATERIALS, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION AND TO THE USE OF THAT INFORMATION BY LICENSOR OR ITS DESIGNEES. If the Materials fail the validation for any reason, the functionality of the Materials may be affected.
Consent for Internet-Based Services. Licensor provides Internet-based services with the software. Additional software features of Licensor or other service providers may be provided via the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them if You so choose. For more information about these features, contact technical support. BY USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF SALES, PAYMENT PROCESSING, COMPANY, EMPLOYEE, AND CUSTOMER INFORMATION, AND TO THE USE OF THAT INFORMATION BY LICENSOR OR ITS DESIGNEES.
Computer Information. Certain features associated with the Materials or the Service use Internet protocols that send to the appropriate systems computer information, such as Your Internet protocol address, the type of operating system, browser, and name and version of the software you are using, and all associated data. Licensor or its designees use this information to make the Internet-based services available to you. The information collected may include swipe (data uploads, data and software downloads, payment processing, validation, etc.), remote data access, and customer feedback system.
Device Integrity. The device’s operating system must not be compromised (e.g., hacked, jail-broken, or otherwise tampered with). Licensor assumes no liability whatsoever from compromised or unlicensed devices running using the Materials.
Collection and use of Personal Information. By entering your personal information, such as First Name, Last Name, Phone Number, Email, Address, or other such personally identifiable information, You agree that Licensor and its designees may use that information for marketing purposes, including but not limited to, contacting you directly for services, or passing your information on to third parties for marketing of related services or products.
5.0 Third Party Software
Use of some third party materials included in or required for use of the Materials may be subject to other terms and conditions provided by a third party licensor. Such other terms and conditions are effective and will apply solely between You and the third party licensor that supplies such materials. Licensor is not responsible for such terms and conditions or their performance or non-performance, whether by the named third party licensor or by You.
If software identified as “open source software” or “freeware” is listed as third party materials, Your license or rights in such software is not provided by Licensor and instead will be established directly between You and the third party owner or licensor of that software in accordance with its terms and conditions. Unless otherwise indicated by Licensor, such software is considered to be separate and distinct (in programming, operation and for legal purposes) from the Materials provided by Licensor, and You may exercise your rights in such software independent of the Materials and the terms of this Agreement applicable to the Materials.
6.0 Limited Warranty and Disclaimer
THE MATERIALS LICENSED UNDER THIS AGREEMENT ARE LICENSED “AS IS,” AND NEITHER LICENSOR NOR ITS REPRESENTATIVES OR DISTRIBUTORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MATERIALS, THEIR USE, OR THE RESULTS OF SUCH USE. ALL WARRANTIES AND CONDITIONS OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the above, Licensor does not warrant or represent that the operation of the Materials will be uninterrupted or error-free, or that any defect within the Materials will be corrected. Furthermore, Licensor does not warrant or make any representation regarding the results of Your use of the Materials in terms of capability, correctness, accuracy, reliability or otherwise, or that the Materials will meet Your expectations, or that the Materials are secure. No presentation, model, oral or written information, or advice given by Licensor or any representative of Licensor will create a warranty.
ANY LIABILITY OF LICENSOR OR ITS AFFILIATES FOR DEFECTS IN THE MATERIALS WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE MATERIALS WITH ANOTHER COPY OF THE MATERIALS, IF AVAILABLE.
Maintaining Operating System: Licensor cannot be responsible for the performance or maintenance of the computer or mobile-device’s Operating systems that you use. This includes bugs, viruses, spyware, and other malware. Your operating system requires occasional security patches, updates, and service packs. You need to ensure that whenever possible it is set to update automatically and that it is receiving and installing updates and other maintenance releases. We also recommend that you install antivirus software whenever possible.
Third party software and hardware: Licensor cannot be responsible for other software installed on the system by the end user. Common examples include applications (apps); email, office, publishing and accounting software, and antivirus software. We also cannot be responsible for any hardware, whether it was purchased from us or not. The reliability, security, and warranty of hardware is between you and the hardware manufacturer. Providing support to hardware or software not created by us puts us in a position of being responsible if it fails. We cannot, and do not, accept this responsibility.
As the user of the Materials, You are solely responsible for the selection of the Materials to achieve Your intended results, for the downloading and use made of the Materials, and for the results obtained from the Materials. In addition, You are solely responsible for selection and installation of appropriate equipment, including the Service. You agree to follow the instructions contained in the Materials or subject matter provided from time to time in connection with the Materials, for downloading and use of the Materials.
IN NO EVENT WILL LICENSOR, ITS AFFILIATES, OR LICENSORS (THE “LICENSOR PARTIES”) BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR ANY LOSSES, INJURIES, OR DAMAGES OF ANY KIND, TO ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES WHATSOEVER) ARISING OUT OF OR RELATING TO ANY ATTEMPTED USE, USE, INABILITY TO USE, CONDITION, PERFORMANCE, DEFECT, OR FAILURE IN, OR IMPROPER USE OF, THE MATERIALS OR THE RESULTS OF THE MATERIALS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, DAMAGES FOR LOST OR CORRUPTED DATA, INJURY OR PHYSICAL OR EMOTIONAL AFFLICTION OF ANY KIND, OR CONTRACTED ILLNESS), EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOUR USE OR ATTEMPTED USE OF THE MATERIALS IS AT YOUR OWN RISK AND THAT YOU ARE ASSUMING ANY RISKS THAT MAY ARISE OUT OF, OR RELATE TO YOUR USE OR ATTEMPTED USE OF THE MATERIALS.
Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to You. The limitations provided in this Agreement are intended to apply to the fullest extent allowable under applicable law.
You release and waive all claims against the Licensor Parties, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing, from any and all claims, damages, liabilities, injuries, illnesses, afflictions, costs, and expenses arising out of Your use or attempted use of the Materials. If You are a California resident, You waive any rights You may have under § 1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree to release unknown claims and waive all available rights under California Civil Code § 1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Licensor Parties.
You agree to indemnify and hold Licensor, its subsidiaries, and affiliates, and their respective officers, agents, partners, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your use of the Materials in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of Your representations and warranties set forth above and/or any Content that You create and/or post on the Materials or through Your actions causes the Licensor to be liable to another.
You acknowledge that the Materials may be subject to restrictions and controls imposed by the United States Export Administration Act (the “Act”) and the regulations thereunder. You agree and certify that neither the Materials nor any direct product thereof are being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder or will be used for any purposes prohibited by the same.
10.0 Government Users
The Materials are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by or on behalf of the United States of America, its agencies, and/or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer App clause at DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purposes is Licensor, which has offices at 14555 Dallas Parkway, Suite 100-209,Dallas, Texas 75254.
Upon the request of Licensor or its designee, You agree to provide to Licensor promptly upon Licensor’s request a certificate that provides such information as Licensor may request regarding Your use of the Materials and related subject matter in order to allow Licensor to verify compliance with this Agreement.
You agree to create, retain, and provide to Licensor and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Your use of the Materials and related subject matter is and has been in compliance with this Agreement, including, without limitation, all of Licensor’s applicable licensing and pricing terms, and compliance with Licensor’s intellectual property rights. You agree to run scripts and tools requested by Licensor and to report the results to Licensor as part of such verification.
Upon reasonable notice, Licensor or its designee will be entitled to verify Your compliance with the terms of this Agreement for all environments in which You or anyone acting on Your behalf uses or downloads the Materials or related subject matter. Each party will be responsible for its own costs and expenses incurred in connection with the verification. In such verification, You will give Licensor access to Your personnel, resources, facilities, affiliates, and contractors, including the right to inspect all copies of the Materials and related subject matter in Your or their possession or use. Licensor or its designee may use an independent auditor to assist with such verification, provided Licensor has a written confidentiality agreement in place with such auditor.
Licensor will notify you in writing if any such verification indicates that You, Your affiliates, or Your contractors have used any Materials or related subject matter in excess of its authorized use or are otherwise not in compliance with this agreement. You agree to promptly pay Licensor any charges that Licensor specifies in an invoice for: (a) any such excess use, and (b) any additional charges, and other liabilities determined as a result of such verification.
This Agreement will be construed in accordance with the laws of the State of Texas.
You agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement will be filed only in the state or federal courts located in Texas, and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
This Agreement may not be altered or amended except by a written document signed by an authorized officer of Licensor.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this Agreement will remain in full force and effect.
This Agreement constitutes the entire agreement between You and Licensor with respect to the Materials and supersedes any prior or contemporaneous understandings, representations, statements, or agreements, written or oral, regarding the Materials.
Licensor may modify the Materials at any time for any reason, without notice to You or anyone else.
The section headings used in this Agreement are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference will be derived therefrom.