Terms of Service

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Tangoroo LLC (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of tangoroo.co, including any content, functionality, applications, and services offered on or through tangoroo.co (collectively, the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you begin using the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated here by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the Website’s eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, IS TO STOP USING THE WEBSITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE WEBSITE.

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 the Website and/or its contents.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users (including registered users). You are responsible for both making all arrangements necessary for you to have access to the Website, and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to, or use of your username or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Registration Data and Privacy

In order to access some of the services on the Website, we may require you to create a separate account and password through an online registration form, which may request certain information and data (“Registration Data”). 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.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Website, including your Registration Data, is subject to our Privacy Policy.

Description of Services

We make various services available on the Website. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of any service fees associated with such access).

We reserve the sole right to either modify or discontinue the Website, including any features therein, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. 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 the Website will also be subject to these Terms of Use.

You understand and agree that the services available on the Website 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.

Third Party Sites and Information

The Website may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible 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. The inclusion of such a link or reference 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.

Email Services

We may make e-mail services available to users of the Website, either directly or through a third-party provider. We will not inspect or disclose the contents of private e-mail messages except with the consent of the sender or the recipient, or in the narrowly defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited mailings (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Participation in Promotions

From time to time, the Website may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Website. Any such correspondence or promotions, 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 advertiser. We assume no liability, obligation, or responsibility for any part of any such correspondence or promotion.

Intellectual Property Rights and Information

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by any end user license agreement for such applications.

You must not:

Modify copies of any materials from the Website.

Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: notices@tangoroo.co.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Website will not infringe the rights of third parties.

Trademarks

The Company name, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Tangoroo LLC or its affiliates or licensors.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.

To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

To promote any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, deceptive, or otherwise objectionable.

To promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

To infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

To violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

To promote any illegal activity, or advocate, promote, or assist any unlawful act.

To promote any material that may cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

To impersonate any person or misrepresent your identity or affiliation with any person or organization.

To promote any material and give the impression that such material emanates from or is endorsed by us or any other person or entity, if this is not the case.

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Website.

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

Promote commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising on the Website.

Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain private messaging services, social media submissions or feeds, personal web pages or profiles, blogs, forums, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with these Terms of Use.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our designated licensees a nonexclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used. Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

The Website is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect material on the Website, you should not rely on the Website as your storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of, or any failure to store your files, data, or Registration Data.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Your physical or electronic signature.

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Michael Reavey
Tangoroo LLC
14681 Midway Road, 2^nd Floor
Addison, Texas 75001
682-478-8194
notices@tangoroo.co

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Copyright Counter Notification Procedures

If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

Your physical or electronic signature.

An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.

Send emails or other communications with certain content, or links to certain content, on this Website.

Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.

Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

Link to any part of the Website other than the homepage.

Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The site from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Geographic Restrictions

We, the owner of the Website, are based in the State of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Export Controls

Software available on or through the Website is subject to United States Export Controls. No software from the Website may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS 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 NONINFRINGEMENT. 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 WEBSITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

THE WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES ON THE WEBSITE 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 THE WEBSITE 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 WEBSITE, YOU MAY HAVE 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 TERMS, 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 THE WEBSITE, 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 THE WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

CONTENT AVAILABLE THROUGH THE WEBSITE OFTEN REPRESENTS THE OPINIONS AND JUDGMENTS OF AN INFORMATION PROVIDER, SITE USER, OR OTHER PERSON OR ENTITY NOT CONNECTED WITH THE COMPANY. WE DO NOT ENDORSE, NOR ARE WE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF, ANY OPINION, ADVICE, OR STATEMENT MADE BY ANYONE OTHER THAN AN AUTHORIZED COMPANY SPOKESPERSON SPEAKING IN HIS OR HER OFFICIAL CAPACITY.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

As stated above, your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of the Website will be limited to your ceasing all use of the Website. In addition to any excuse provided by applicable law, we will be excused from liability for non-delivery or delay in delivery of products and services available through the Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, epidemic, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

IN NO EVENT WILL 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 LOSS OF USE, DATA, OR PROFITS, 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 THE WEBSITE OR OF ANY WEB SITE REFERENCED OR LINKED FROM THE WEBSITE.

FURTHER, WE WILL NOT BE LIABLE IN ANY WAY FOR THRID PARTY GOODS AND SERVICES OFFERED THROUGH THE WEBSITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website. Company reserves the right, at its 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 Company in asserting any available defenses.

Governing Law and Jurisdiction

The Website (excluding any linked sites) is controlled by us from our offices within the State of Texas, 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 Texas, by accessing the Website both of us agree that the statutes and laws of the State of Texas, 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 the Website and the purchase of products and services available through the Website. You agree to submit to the exclusive personal jurisdiction and venue of the District Court of Dallas County and the United States District Court for the Northern District of Texas with respect to such matters.

Arbitration

At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACTUALLY ACCRUES; OTHERWISE, YOU AGREE THAT SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Notices

All notices to a party will be in writing and will be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Michael Reavey at notices@tangoroo.co, if by e-mail, or at Tangoroo LLC, 14681 Midway Road, 2^nd Floor, Addison, Texas 75001, if by conventional mail. Notices to you may be sent either to the e-mail 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 Website to inform you of changes to the Website or other matters of importance, and such broadcasts will constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed e-mail.

Entire Agreement

These terms and conditions constitute the entire agreement and understanding between you and Company concerning the subject matter here and supersedes all prior agreements and understandings of the parties. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement, or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed-to in a written agreement signed by you and us. To the extent that anything in or associated with the Website is in conflict or inconsistent with these Terms of Use, these Terms of Use will take precedence.

Contact Information

Except as explicitly noted on the Website, the services available through the Website are offered by Tangoroo LLC, a Texas limited liability company, with an address at 14681 Midway Road, 2^nd Floor, Addison, Texas 75001. If you are a Texas resident, you may have this same information e-mailed to you by sending a letter to the foregoing address with your e-mail address and a request for this information. The Complaint Assistance Unit of the Division of Consumer Services of the Department of the Attorney General may be contacted in writing at PO Box 12548 Austin, Texas 78711-2548. If you notice that any user is violating these Terms of Use, please contact us at notices@tangoroo.co.

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.

1.0 Ownership

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.

7.0 Limitations

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.

8.0 Indemnity

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.

9.0 Export

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.

11.0 Verification

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.

12.0 Miscellaneous

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.