User Agreement

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TACILENT SERVICES EVALUATION TERMS

Last Modified: October 31, 2024

These Tacilent Services Evaluation Terms (these “Terms”) are a binding contract between you (“Customer,” “you,” or “your”) and TACILENT LLC, a Georgia limited liability company with offices located at 3480 Preston Ridge Road, Suite 500, Alpharetta, GA, 30005 (“Provider,” “we,” “our,” or “us”). We may refer to you and us as a “Party” and, collectively, as the “Parties.” These Terms govern your access to and use of the Services (defined below), which you desire to access and use solely for your internal evaluation purposes during the Trial Period (defined below).

THIS AGREEMENT TAKES EFFECT BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1.  Access and Use.

(a)  Provision of Access. Subject to these Terms, Provider hereby grants Customer a non-exclusive, non-sublicensable, non-transferable right for no greater than five (5) days following the Effective Date (the “Trial Period”) to access and use the cloud-based services made available to you by Provider hereunder (the “Services”) solely for internal testing by employees of Customer who Customer permits to access and use the Services for such purposes (“Authorized Users”). These Terms do not provide a commercial access grant and Customer’s access to and use of the Services after the Trial Period is subject to the Parties entering into and executing a separate agreement for the provision of the Services. 

(b)  Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to anyone other than Authorized Users; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(c)  Reservation of Rights. Provider reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Services or any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.

2.  Customer Responsibilities. Customer is responsible and liable for all uses of the Services resulting from access provided by Provider hereunder, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Customer agrees to indemnify, defend, and hold Provider, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Customer’s (or its Authorized Users’) access, use, or misuse of the Services, or any act or omission by Customer or its Authorized Users in violation of these Terms.

3.  Support. Provider has no obligation under these Terms to provide support, maintenance, upgrades, modifications, or new releases of the Services to Customer. 

4.  No Evaluation Fee. The Parties agree that no fees will be payable under these Terms in exchange for the access granted under these Terms. Customer acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in these Terms, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

5.  Confidential Information. Each Party agrees that all sensitive or proprietary information related to a Party’s business affairs and products constitute the confidential information of such Party. A Party shall not access or use the aforementioned confidential information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms and shallsafeguard such confidential information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. 

6.  Intellectual Property Ownership; Feedback; Privacy. 

(a)  Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Services.

(b)  Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to, other than Aggregated Statistics (defined below), information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services (“Customer Data”). Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer.

(c)  Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

(d)  Feedback. Customer may provide feedback on its use of the Services and may suggest or recommend changes to the Services, including without limitation, new features or functionality relating thereto (collectively, the “Feedback”). Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. All Feedback is and will be treated as the confidential information of Provider. Customer agrees to and does hereby assign to Provider on Customer’s behalf, and on behalf of its Authorized Users, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

7.  Disclaimer of Warranties. Customer acknowledges that Customer has not paid for the Services and, therefore, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

8.  Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $500. 

9.  Term and Termination. These Terms are binding upon the Parties as of the Effective Date and, unless terminated earlier pursuant to the express provisions herein, will continue in effect until the expiration of the Trial Period. Either Party may terminate these Terms at any time, without cause, upon one (1) days’ prior written notice. Upon termination, Customer’s access to the Services will cease. This Section 9 and Sections 1(b), 5, 6, 7, 8, 9, and 10 survive any termination or expiration of these Terms. 

10.  Governing Law and Venue; Miscellaneous. 

(a)  Governing Law; Venue. These Terms are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in Fulton County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(b)  Miscellaneous. These Terms constitute the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our address first set forth above and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of its obligations hereunder.