Terms of Service
1
Acceptance of Terms.
1.1 Tako Inc. (“Tako” or
“we”) provides its Service (as defined below) to you through its web site
located at https://trytako.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 Tako 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 http:// trytako.com/terms. 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, your only remedy is stop using
the Services and send a cancellation email to legal@trytako.com.
1.3 As part of the registration
process, you will identify an administrative user name
and password for your account (“Account”).
You may use the administrative user name and
password to create standard users (each with a user password) up to the maximum
number permitted in the applicable order form (“Order Form”).
2
Description of Service. The “Service” includes (a) the Site, (b) Tako’s embedded visualizations platform, services, and related
technologies, (c) APIs and plug-ins, and (d) 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
General
Conditions/ Access and Use of the Service.
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 Tako. You shall not (a) sublicense, resell, rent,
lease, transfer, assign, time share or otherwise commercially exploit or make
the Service available to any third party; (b) use the Service in any unlawful
manner (including without limitation in violation of any data, privacy or
export control laws) or in any manner that interferes with or disrupts the
integrity or performance of the Service or its components, (c) modify, adapt or
hack the Service to, or otherwise attempt to gain unauthorized access to the
Service or its related systems or networks; (d) engage
in or use any data mining, robots, scraping, or similar data gathering or
extraction methods. If you are blocked by Tako from accessing the
Service (including by blocking your IP address), you agree not to implement any
measures to circumvent such blocking (e.g., by masking your IP address or using
a proxy IP address or virtual private network); or (e) violate any applicable
local, state, national, or international law, or any regulations having the
force of law. You shall comply with
any codes of conduct, policies or other notices Tako
provides you or publishes in connection with the Service, and you shall
promptly notify Tako if you learn of a security breach related to the Service.
3.2 Any
software that may be made available by Tako 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, Tako 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) copy, modify, create a derivative work
of, reverse engineer, reverse assemble or otherwise attempt to discover any
source code or sell, assign, sublicense or otherwise transfer any right in any
Software. You agree not to access the Service
by any means other than through the interface that is provided by Tako for use
in accessing the Service. Any rights not
expressly granted herein are reserved and no license or right to use any
trademark of Tako or any third party is granted to you in connection with the
Service.
3.3 Under
no circumstances will Tako 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 Tako does
not pre-screen content, but that Tako 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, Tako
and its designees will have the right to remove any content that violates these
TOS or is deemed by Tako, 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.
3.4 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”). For every image, chart, or visualization sent
outside of your organization via the Services, you acknowledge and agree that Tako
shall have the right to automatically add an identifying footer or attribution
link in accordance with our standard policies then in effect. You agree to
cooperate with and provide reasonable assistance to Tako in promoting and
advertising the Services.
3.5 You
are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under
your login or account. Tako 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 Tako
a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid,
sublicensable and transferable license to use, modify, reproduce, distribute, display,
publish and perform Your Content in connection with the Service. Tako has the
right, but not the obligation, to monitor the Service, Content, or Your
Content. You further agree that Tako 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 such Content), or for no reason at all.
3.6 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 Tako’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. Tako 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.
3.7 You
shall be responsible for obtaining and maintaining any equipment and ancillary
services needed to connect to, access or otherwise use the Services, including,
without 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 Tako’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.
3.8 The
failure of Tako 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 Tako, even though it is electronic and is not physically signed
by you and Tako, and it governs your use of the Service.
3.9 Tako
reserves the right to use your name and/or Tako name as a reference for marketing
or promotional purposes on Tako’s website and in other communication with
existing or potential Tako customers. To decline Tako this right you need to
email [email protected] stating that you do not wish to be used as a
reference.
3.10 Subject
to the terms hereof, Tako may (but has no obligation to) provide technical support
services, through email in accordance with our standard practice.
4
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 Tako information regarding your credit card or other payment
instrument. You represent and warrant to
Tako 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 Tako the amount that is
specified in the payment plan in accordance with the terms of such plan and
this TOS. You hereby authorize Tako to
bill your payment instrument in advance on a periodic 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 Tako know within sixty (60) days after the date that Tako invoices
you. We reserve the right to change Tako’s prices. If Tako does change prices, Tako
will provide notice of the change on the Site or in email to you, at Tako’s option,
at least 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. Tako may choose
to bill through an invoice, in which case, full payment for invoices issued in
any given month must be received by Tako 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 Tako’s net income.
5
Representations
and Warranties. You represent and
warrant to Tako that (i) you have full power and authority to enter into this
TOS; (ii) 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 Tako to perform its obligations) in connection with the Services without
obtaining any further releases or consents; (iii) Your Content and other
activities in connection with the Service, and Tako’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 (iv) you are eighteen (18) years of age or older.
6
Termination. Subject to earlier termination as provided
below, Tako 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, Tako may also terminate this TOS immediately if you
breach any of the terms or conditions of this TOS. Tako reserves the right to modify or
discontinue, temporarily or permanently, the Service (or any part
thereof). All of
Your Content on the Service (if any) may be permanently deleted by Tako upon
any termination of your account in its sole discretion. However, all accrued
rights to payment and the terms of Section 4-12 shall survive termination of
this TOS.
7
DISCLAIMER
OF WARRANTIES. The Services may be
temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Tako or by third-party providers, or because of other
causes beyond our reasonable control.
HOWEVER, 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 TAKO 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,
AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TAKO 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 MAY BE OBTAINED FROM USE OF
THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TAKO
OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
TOS.
8
LIMITATION
OF LIABILITY.
8.1 UNDER
NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR
OTHERWISE) SHALL TAKO 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 THE SIX (6) MONTHS PRECEDING
THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100)
U.S. dollars. THE PROVISIONS OF
THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE
PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO
THIS TOS.
8.2 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, TAKO’S LIABILITY WILL
BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9
Indemnification. You shall defend, indemnify, and hold
harmless Tako 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. Tako shall provide notice to you of any such
claim, suit or demand.
Tako 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 Tako’s
defense of such matter.
10
U.S.
Government Matters. You may not remove
or export from the United States or allow the export or re-export of the
Services 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 United States 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 Tako 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 with DFAR 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 this TOS and will be
prohibited except to the extent expressly permitted by the terms of this TOS.
11
Assignment. You may not assign this TOS
without the prior written consent of Tako, but Tako may assign or transfer this
TOS, in whole or in part, without restriction.
12
Miscellaneous. 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 otherwise
remain in full force and effect and enforceable. Both parties agree that this TOS, together
with any Order Form, 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 this TOS and you
do not have any authority of any kind to bind Tako 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.
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Governing
Law. This TOS
shall be governed by the laws of the State of California without regard to the
principles of conflicts of law. Unless otherwise elected by Tako in a
particular instance, you hereby expressly agree to submit to the exclusive
personal jurisdiction of the federal and state courts of the State of California
for the purpose of resolving any dispute relating to your access to or use of
the Service.
14
Privacy. Please visit http://trytako.com/privacy to understand
how Tako collects and uses personal information.