U.S. Federal License Agreement

U.S. Federal End User License Agreement

Applicable to the use of Licensed Software by the U.S. Government

This End User License Agreement (“Agreement”) is between the U.S. Government agency identified on the purchase order or contract (the “Order”) , that will procure for use the Licensed Software (“You”, “Your” or “Government”) and Taqtile Inc. ( “Taqtile”).

This Agreement sets forth the terms and conditions under which You are licensed to install and use the Licensed Software. 

YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING THIS AGREEMENT  ON BEHALF OF THE GOVERNMENT AND YOU REPRESENT THAT YOU HAVE AUTHORITY TO TAKE THOSE ACTIONS, AND THIS AGREEMENT WILL BE BINDING.  IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE.  

1. Definitions. All other defined terms not listed in this section are defined in their respective sections  and apply to the Agreement as a whole:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person.

“Authorized User” means each of the individuals authorized to use the Licensed Software pursuant to terms and conditions of this Agreement.

“Business Day” means a day other than a Saturday, Sunday or another day on which commercial banks in New York City are authorized or required by Law to be closed for business.

“Correct-Only User” means an Authorized User that can communicate with other Authorized Users to troubleshoot problems.

“Controlled Technology” means any software, documentation, technology or other technical data, or any products that include or use any of the foregoing, the export, re-export or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any Law, including the US Export Administration Act and its associated regulations.

“Documentation” means any and all manuals, instructions and other documents and materials that Taqtile provides or makes available to You in any form or medium which describe the functionality, components, features or requirements of the Licensed Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgement, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Licensed Software” means Taqtile software that is provided to You and made available by Taqtile subject to the terms and conditions of this Agreement, together with any respective Maintenance Releases provided to You pursuant to this Agreement.

“Loss” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Licenses Software, including any updated Documentation, that Taqtile may provide to You from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Licensed Software, but does not include any New Version.

“Mobile User” means an Authorized User of a mobile application that can view content, communicate with other Authorized Users, and perform jobs and contribute to the job history database.

“New Version” means any new version of the Licensed Software that Taqtile may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Taqtile’s designation of a new version number), and which Taqtile may make available to You at an additional cost under a separate written agreement.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNY Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors and legal advisors.

“Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Taqtile, including any third-party: (a) documents, data, content or specifications; (b) Open-source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.

“View-Only User” means an Authorized User that can view content without ability to edit or perform jobs which contribute to the database record of activities associated to assets and work procedures.

1. License.

2.1 License Grant. Subject to the terms and conditions of this Agreement, and conditioned on Your compliance herewith, Taqtile hereby grants to You, during the Term, a non-exclusive, non-sublicensable and non-transferable, limited license to install, use, and run the Licensed Software and Documentation: a) if You are a Connected-Only User, solely to receive and send communications with Authorized Users to troubleshoot problems (the “Connect-only User Permitted Use”); b) if You are a View-Only User, solely to consume user-generated content in the Licensed Software, but excluding editing or performing jobs to contribute to the database record or activities associated to assets and work procedures (the “View-Only User Permitted Use”); or c) if You are a Mobile User, solely to receive and send communications with Authorized Users, consume and contribute to user-generated content in the Licensed Software, and perform jobs and contribute to the job history database (the “Mobile User Permitted Use”) (collectively, the “Permitted Use”).

2.2 Sole Responsibility. You agree to comply with all laws and regulations applicable to the gathering, processing, storing, transmitting, and dissemination of business or personal information.

1. Use Restrictions. Except as this Agreement expressly permits, You shall not, and shall not permit any other Person to:

(a) copy the Licensed Software, in whole or in part;

(b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any Licensed Software;

(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(d) reverse engineer, disassemble, decompile, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part;

(e) bypass breach any security device or protection used for or contained in the Licensed Software or Documentation;

(f) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or related to any copy of the Licensed Software or Documentation;

(g) use the Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other rights of any Person, or that violates any applicable Law;

(h) use the Licensed Software for purposes of: (i) benchmarking or competitive analysis of the Licensed Software; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to Taqtile’s detriment or commercial disadvantage;

(i) use the Licensed Software in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Licensed Software could lead to personal injury or severe physical or property damage; or

(j) use (i) the Licensed Software or Documentation other than or the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement or (ii) any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source License.

1. Maintenance. During the Term, Taqtile may provide You with Maintenance Releases (including updated Documentation) that Taqtile may, in its sole discretion, make generally available at no additional charge.  All Maintenance Releases, on being provided by Taqtile to You hereunder, are deemed Licensed Software subject to all applicable terms and conditions in this Agreement.  You agree to install all Maintenance Releases as soon as practicable after receipt.  You do not have any right hereunder to receive any New Versions of the Licensed Software that Taqtile may, in its sole discretion, release from time to time.

1. Alterations to the Licensed Software. Taqtile may change, modify, suspend, or discontinue any aspect of the Licensed Software at anyu time, including removing features or revising the effectiveness of certain features in an effort to improve the overall performance of the Licensed Software.  Taqtile may also impose limits on certain features or restrict Your access to parts or all of the Licensed Software.

1. Compliance Verification.

6.1 You must: (a) maintain and use systems and procedures that allow You to accurately track Your use of the Licensed Software; (b) certify to Taqtile in writing, at Taqtile’s request, that Your use of the Licensed Software fully complies with this Agreement, indicating the number of Licensed Software licenses deployed at that time; and (c) cooperate fully and timely with Taqtile and its auditors if Taqtile notifies You that it will conduct an audit to confirm Your compliance with this Agreement.  Any such audit will be conducted during normal business hours and will occur no more than once per year.  If Taqtile determines that You have over-deployed Licensed Software, both parties will work together to prevent such overages in the future and will execute a new agreement or purchase order that encompasses the higher use amount.

6.2 Privacy Policy. Your use of the Licensed Software will be subject to Taqtile’s privacy policy,  attached in Appendix A of this Agreement.

1. Intellectual Property Rights.

7.1 Ownership. You acknowledge and agree that:

(a) the Licensed Software and Documentation are licensed, not sold, to You by Taqtile and You do not and will not have or acquire under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation, or in any related Intellectual Property Rights; 

(b) Taqtile and will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Software and Documentation, including all Intellectual Property Rights relating thereto, subject only to the rights of third parties in Open-Source Components and the limited license granted to You under this Agreement; and

(c) You hereby unconditionally and irrevocably assign to Taqtile or Taqtile’s designee, the entire right, title and interest in and to any Intellectual Property Rights that You may now or hereafter have in or relating to the Licensed Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise.

7.2 No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to You any Intellectual Property Rights or other rights, title, or interest in or to any of the Licensed Software or Documentation.

1. Term and Termination.

8.1 Term. This Agreement is effective as of the date of acceptance of this Agreement (the “Effective Date”), and shall remain in effect through the period stated in the applicable Order, unless earlier terminated (the “Term”). In the event that Taqtile  licenses a third party the right to provide the Licensed Software, Taqtile will provide You with prior notice and support any adjustments to the Order that You require.

8.2.  Termination. You may terminate this Agreement: (a) at any time for convenience in accordance with FAR 52.212-4(l); or (b) for a material breach of this Agreement by Taqtile in accordance with FAR 52.212-4(m).  

8.3 Effect of Termination or Expiration. On expiration or earlier termination of this Agreement, all rights, licenses, and authorizations granted to You hereunder will immediately terminate and You shall immediately cease all use of and other activities with respect to the Licensed Software and Documentation.

8.4 Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 8.4, Section 1 (Definitions), Section 6 (Compliance Verification), Section 7 (Intellectual Property Rights), Section 9 (Representations and Warranties), Section 10 (Limitation of Liability), , and Section 14 (Miscellaneous).

1. Representations and Warranties.

9.1 Limited Warranty. Subject to the limitations and conditions set forth herein, Taqtile warrants to You that for a period of thirty (30) days from the first date the Licensed Software is first installed on Your device (the “Warranty Period”) the Licensed Software will substantially confirm in all material respects to the specifications set forth in the Documentation when installed, operated and used as recommended in the Documentation and in accordance with this Agreement.

9.2 Requirements. The limited warranties set forth herein apply only if You: (a) notify Taqtile in writing of the warranty breach before the expiration of the Warranty Period; (b) promptly installed all Maintenance Releases to the Licensed Software that Taqtile previously made available to You; and (c) as the date of notification, You are in compliance with all terms and conditions of this Agreement.

9.3 Exceptions. Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth herein does not apply to problems arising out of or relating to:

(a) Licensed Software, or the media on which it is provided, that is modified or damaged by You;

(b) any operation or use of, or other activity relating to, the Licensed Software other than as specified in the Documentation, including any incorporation in the Licensed Software of, or combination, operation or use of the Licensed Software in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Your use in the Documentation;

(c) Your negligence, abuse, misapplication or misuse of the Licensed Software, including and any use of the Licensed Software other than as specified in the Documentation;

(d) Your failure to promptly install all Maintenance Releases that Taqtile has previously made available to You;

(e) the operation of, or access to, Your system or network or a third party’s system or network;

(f) any Open-Source Components, beta software, software that Taqtile makes available for testing or demonstration purposes, temporary software modules or software for which Taqtile does not receive a license fee;

(g) Your breach of any provision of this Agreement;

(h) any Third-Party Material failure; or

(i) any other circumstances or causes outside of the reasonable control of Taqtile (including abnormal physical or electrical stress).

9.4 Remedial Efforts. If Taqtile breaches, or is alleged to have breached, any of the warranties set forth in herein, Taqtile may, at its sole option and expense, take any of the following steps to remedy such breach:

(a) replace any damaged or defective media on which Taqtile supplied the Licensed Software;

(b) amend, supplement or replace any incomplete or inaccurate Documentation;

(c) repair the Licensed Software; and/or

(d) replace the Licensed Software with functionally equivalent software (which software will, on its replacement of the Licensed Software, constitute Licensed Software hereunder).

9.5 Sole Remedy. If Taqtile does not cure a warranty breach as provided herein within a commercially reasonable period of time after Taqtile’s receipt of written notice of such breach, You shall have the right to terminate this Agreement. THIS SECTION SETS FORTH THE YOUR SOLE REMEDY AND THE TAQTILE’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF ANY TAQTILE WARRANTY OF THE LICENSED SOFTWARE OR DOCUMENTATION SET FORTH IN THIS AGREEMENT.

9.6 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH HEREIN, ALL LICENSED SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY TAQTILE ARE PROVIDED “AS IS.” TAQTILE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUATORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TAQTILE MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION, OR ANY OTHER TAQTILE OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK), OR BE SECURE, ACCURATE, COMLETE, FREE OF HARMFUL CODE OR ERROR-FREE. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.

•  Limitation of Liability

10.1 Limitation on Damages. The limitations, exclusions and disclaimers stated below apply to all disputes, claims or controversies (whether in contract, tort or otherwise) between You and Taqtile related to or arising out of: (a) this Agreement; (b) the breach, termination or validity of this Agreement; or (c) any Orders (each a “Dispute”) unless You have a pre-existing agreement with Taqtile that applies to the Licensed Software and contains its own Limitation of Liability clause that supersedes this Agreement. The terms of this section are agreed allocations of risk constituting part of the consideration for Taqtile’s licensing of Software to You and will apply even if there is a failure of the essential purpose of any limited remedy, and regardless of whether a party has been advised of the possibility of the liabilities. If applicable law prohibits any portion of the limits on liability stated below, the parties agree that such limitation will be automatically modified, but only to the extent required to make the limitation compliant with applicable law. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Taqtile’s gross negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

10.2 Limitation on Direct Damages.  Except for Your obligation to pay amounts set forth in the Order(s), or for Your violation of the License Grant and conditions set forth herein or of Taqtile’s intellectual property rights, the total liability of You and Taqtile (including Taqtile’s affiliates and suppliers) arising out of any dispute is limited as follows:

(a) Should You terminate this Agreement in whole or in part elect to not acquire work similar to the work terminated, the total liability of You and Taqtile (including Taqtile’s affiliates and suppliers) is limited to the amount You paid for the Licensed Software that is the subject of the dispute, or 

(b) Should You terminate this Agreement in whole or in part and elect to acquire work similar to the work terminated, Taqtile will be liable to You for any excess costs for the similar work.  

(c) Notwithstanding anything otherwise set forth above, Taqtile and its affiliates have no liability for any direct damages resulting from Taqtile’s use or attempted use of Third Party Materials or Free Software.

10.3 Disclaimer of Certain Other Damages.  Except for Your or Your employer’s obligation to amounts set forth in the Order(s),, or for Your violation of the License Grant and conditions set forth herein or of Taqtile’s intellectual property rights, neither You nor Taqtile (including Taqtile’s affiliates and suppliers) shall have any liability under this Agreement for special, consequential, exemplary, punitive, incidental or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, loss of use or procurement of substitute products or services.

1. Mitigation. If the Licensed Software, or any part of the Licensed Software, is, or in Taqtile’s opinion is likely to be, claimed to infringe, misappropriate or otherwise violate any third party Intellectual Property Right, or if Your use of the Licensed Software is enjoined or threatened to be enjoined, Taqtile will notify You immediately and the Parties may terminate this Agreement, in its entirety or with respect to the affected part of feature of the Licensed Software.  In this event, You shall cease all use of the Licensed Software and Documentation immediately on receipt of Your notice and Agreement modification or termination.

1. Reserved. 

1. Force Majeure. In no event will Taqtile be liable or responsible to You, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Taqtile’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority including imposing an export or import restriction, quota or other restriction or prohibition of any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of ninety (90) days or more.

1. Miscellaneous.

14.1 Relationship of the Parties.  Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

14.2 Notices. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such addressee party may designate from time to time in accordance with this section):

All notices given by You under this Agreement shall be in writing and addressed to: Taqtile, Inc., 107 Spring Street, Seattle, Washington 98104, Attn: Legal or by email to tim.brillon@taqtile.com.

All notices given by Taqtile under this Agreement shall be given to You either through written notice or email to the contracting officer identified on the Order.

Notices sent in accordance with this section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, (with confirmation of receipt); and (d) on the third (3rd) day after the data mailed by certified or registered mail, return receipt requested, postage prepaid.

14.3 Entire Agreement. This Agreement does not represent the entire agreement between the parties, rather the contract or order between the Government and Taqtile represents the entire such agreement.  This Agreement will be incorporated as attachments and made a material part of aforementioned contract/order.  Further, any inconsistencies in the solicitation or aforementioned contract/order shall be resolved by following the order of precedence clause in FAR 52.212-4(s), 

14.4 Assignment. Neither party may assign this Agreement or its obligations or rights hereunder, in whole or in part, without the prior written consent of the other party; provided that Taqtile may assign, without consent, in whole or in part, any of its rights and interests under this Agreement to any person directly or indirectly controlling, controlled by, or under common control with Taqtile, or in connection with a merger, consolidation, reorganization, sale of all or substantially all of the assets to which this Agreement pertains. Any purported assignment, delegation or transfer in violation of this section is null and void.  This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

14.5 Severability.  If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.6 Governing Law. This Agreement is governed by the federal laws of the United States of America.  

14.7 Dispute Resolution. All claims arising out of or relating to this Agreement shall be resolved in accordance with the Contract Disputes Act of 1978, as amended.

Signature Block

Appendix A

General Privacy Policy

Your privacy is an important factor that Taqtile, Inc., and its affiliates (collectively, “Taqtile,”, “Us,” or “Our”) consider in the development of Taqtile’s software, website, products, and web and mobile applications (collectively, the “Services”).  As such, we are committed to being transparent and open.  This Privacy Policy (“Privacy Policy”) explains generally how we receive information, which may include personally identifiable data (“Personal Data”), what we do with that information once we have it and our security measures.  By using our Services, You hereby acknowledge and agree to the use of Your information as noticed herein.

PLEASE READ THIS PRIVACY POLICY CAREFULLY.   THIS AGREEMENT IS INCORPORATED INTO THE END USER LICENSE AGREEMENT, AND WHEN SIGNING THE END USER LICENSE AGREEMENT, YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF THIS PRIVACY POLICY AND OUR COLLECTION AND USE OF PERSONAL INFORMATION AS OUTLINED BELOW. IF YOU REJECT ANY OF THE TERMS AND CONDITIONS OF THIS PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.

1. INFORMATION WE COLLECT

1.1 Our Services may include: our software, website, products, and web and mobile applications. Taqtile may collect different types of personal and other identifiable information based on Your use of the Services. Wherever Taqtile collects Personal Data, we make an effort to provide a link to this Privacy Policy. When You create an account, use our website, purchase our products, or otherwise use our Services, Taqtile collects the following types of information from You:

(a) Information You provide us: When You use our Services, You provide us with personal information that include Your name and contact information (e.g. email address, phone number, etc.). You may also provide us with payment information, language, and demographics information (e.g. geo-location information). Taqtile also collects content that You create, upload, or receive from others (“User Generated Content”) when using Our Services, including communications between You and Taqtile.

(b) Information collected during use of services: We collect information about the devices that You use to use our Services. This includes device details (e.g. device type, model, manufacturer, carrier name, crash reports, software installed), data files or similar data structures stored on or associated with Your devices, data stored in connection with the device hardware, the device’s operating system, and/or data sent to Your devices by Taqtile. Taqtile may also collect usage data or information about Your activity in our Services, such as log file information, the number of times You access our Services and the nature of Your use, Your web request, how You interact with links or features on the Services, the version of our software that You are using, login records, app crash details, information automatically reported by Your browser each time You make a request to access our web page or our app, browser type and plugins, failed commands sent out and the status of Your set up.

(c) Location Information:  We may collect information about Your location when You use our Services.  Location information can include Global Positioning System (GPS) location, Internet Protocol (IP) address, access points, and information collected from nearby Bluetooth Low Energy (BLE) devices.

(d) Metadata and other technical data associated with any user provided information or content.

(e) Cookies and similar technologies to collect aggregated and anonymized data about Our users.

1.2 We may also collect: (i) Non-Identifiable Data.  When You interact with Taqtile through the Services, We receive and store certain personally non-identifiable information.  Such information, which is collected passively using various technologies, cannot presently be used to specifically identify You.  Taqtile may store such information itself or such information may be included in databases owned and maintained by Taqtile, affiliates, agents or service providers. The Services may use such information and pool it with other information to track, for example, the total number of visitors to Our Services, the number of visitors to each page of Our Services, and the domain names of Our visitors’ Internet service providers. It is important to note that no Personal Data is available or used in this process. (ii) Aggregated Personal Data.  In an ongoing effort to better understand and serve the users of the Services, Taqtile may conduct research on its customer demographics, interest and behavior based on the Personal Data and other information provided to us. This research may be compiled and analyzed on an aggregate basis, and Taqtile may share this aggregate data with its affiliates, agents and business partners. This aggregate information does not identify You personally. Taqtile may also disclose aggregated user statistics in order to describe our services to current and prospective business partners and to other third parties for other lawful purposes.

2. HOW WE COLLECT YOUR PERSONAL DATA AND OTHER INFORMATION.

2.1 Taqtile may collect Personal Data that You provide directly to Us when You contact us or request information about the Services. By voluntarily providing us with Personal Data, You are consenting to Our use of it in accordance with this Privacy Policy. If You provide Personal Data to Taqtile, You acknowledge and agree that such Personal Data may be transferred from Your current location to the offices and servers of Taqtile and the authorized third parties referred to herein.

2.2 Taqtile may use a number of tools to collect information about You, Your computer access points, and the web browser that You use to connect to Our Services, such as usage and preference information. For example, we may use cookies and web beacons to collect information and personalize the Services to You.

(a) Cookies. Cookies are small data files generated by web servers and stored in Your computer for future access. We use cookies for a variety of reasons, including studying visitors’ use of Taqtile websites for the purpose of improving usability. If You choose to visit the Taqtile websites, You do not need to accept the use of Our cookies. If You choose to accept the use of Our cookies, You may delete them after they have been placed on Your computer or Your mobile device.

3. OUR USE OF YOUR PERSONAL DATA AND OTHER INFORMATION

3.1 Taqtile uses the Personal Data You provide in a manner that is consistent with this Privacy Policy. If You provide Personal Data for a certain reason, We may use the Personal Data in connection with the reason for which it was provided. For instance, if You contact us by email, We will use the Personal Data You provide to answer Your question or resolve Your problem. Also, if You provide Personal Data in order to obtain access to the Services, We will use Your Personal Data to provide You with access to such services and to monitor Your use of such services. Taqtile may also use Your Personal Data and other personally non-identifiable information collected through the Services to help Us improve the content and functionality of the Services to better understand Our users and to improve the Services. Taqtile may use this information to contact You in the future to tell You about Services we believe will be of interest to You. If we do so, each marketing communication we send You will contain instructions permitting You to “opt out” of receiving future marketing communications. In additions, if at any time You wish not to receive any future marketing communications or You wish to have Your name deleted from our mailing lists, please contact Us as indicated below.

3.2 If Taqtile intends on using any Personal Data in any manner that is not consistent with this Privacy Policy, Taqtile may information You of such anticipated use prior to or at the time at which the Personal Data is collected.

4. OUR DISCLOSURE OF YOUR PERSONAL DATA AND OTHER INFORMATION

4.1 Taqtile is not in the business of selling Your information. We consider this information to be a vital part of our relationship with You. There are, however, certain circumstances in which We may share Your Personal Data with certain third parties without further notice to You, as set forth below:

(a) Business Transfers: As we develop our business, We might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets.

(b) Agents, Consultants and Third Parties: Taqtile, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases and processing payments. When We employ another entity to perform a function of this nature, We only provide them with the information that they need to perform their specific function. Additionally, We reserve the right to use third party analytics service providers and advertising partners to collect personally identifiable information about Your online activities over time and across different websites when You use Our Services, including as described in this Privacy Policy. This Policy does not apply to – and We are not responsible for – those other parties and their use. We encourage You to review the privacy policies of any third parties to learn about Your choices about information they collect from You. Furthermore, We partner with third parties to provide certain support services to Our users. These third parties are responsible for their own policies and procedures to protect Your information. Taqtile is not responsible for the protection or use of information that users provide directly to any third party in conjunction with the use of Taqtile’s Services. This Privacy Policy only applies to information provided directly to or obtained directly by Taqtile during Your use of Our Services.

(c) Legal Requirements: Taqtile may disclose Your Personal Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of Taqtile, (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public, or (iv) protect against legal liability.

5. YOUR RIGHTS.

5.1 Your rights in relation to Your Personal Data

(a) Be informed about its use;

(b) Have access to Your information;

(c) Correct any errors in Your Personal Data;

(d) Have Your Personal Data deleted in certain situations;

(e) Restrict how we use Your Personal Data; and

(f) Facilitate, where feasible, the transfer of Your Personal Data to other businesses at Your direction.

5.2 Taqtile does not retain Your Personal Data longer than necessary (“Retention Period”). For example, We may retain Your Personal Data for the duration of performance of its Services to You. After the Retention Period, the User Generated Content or Personal Data may be permanently deleted or anonymized. If You would like Your Personal Data deleted once You no longer want to use Our Services, please submit a request in writing to john.mathieu@taqtile.com.

6. SECURITY.

6.1 Taqtile takes commercially reasonable steps and generally accepted technical and organizational security measures to protect the Personal Data provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Taqtile uses security measures for any personal and account data that We store (e.g. emails, phone numbers, etc.). Account-identifiable or user-identifiable data collected through the Services may be encrypted and stored on Our internal databases. Taqtile will not sell or transfer account-identifiable data to third parties. Any accessible data associated with Your account or Your profile can be retrieved only if You provide us with Your account identifier. Please be reminded, however, that no Internet or email transmissions or data storage is ever 100% secure or error-free and that information on the Services may not be accessed, disclosed, altered, or disclosed. Therefore, we cannot guarantee the absolute security of any Personal Data. Please keep this in mind when disclosing any Personal Data to Taqtile via the Internet.

6.2 Please note that all payments for products and services are processed by third parties. Taqtile makes good-faith efforts to use third-party companies which employ proper protections for private information. However, we have no control over said companies; therefore, Taqtile exclusively disclaims any obligation or liability for said third-parties processes and security measures.

7. SPECIAL NOTICE TO CALIFORNIA RESIDENTS.  In general, Taqtile is not covered by the terms of the California Consumer Privacy Act (CCPA). However, in accordance with California Civil Code Section 1789.3, California residents are entitled to know that they may file grievances and complaints with California Department of Consumer Affairs, 400 R Street, Ste 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email do dca@dca.ca.gov. For more information about protecting Your privacy, You may wish to visit http://www.ftc.gov.
8. Taqtile complies with the European Union (EU) General Data Protection Regulation (GCPR) framework regarding the collection, use, and retention of Personal Data from EU member countries. If You are located outside the EU and choose to use the Services or provide Your information to us, Your information may be transferred, processed and stored by Our service providers in other non-EU countries. Privacy laws may vary from jurisdiction to jurisdiction and the privacy laws in certain countries may not be as protective as those in Your jurisdiction.
9. CHANGES TO THE PRIVACY POLICY. Taqtile hereby reserves its right to modify/amend or otherwise change this Privacy Policy, as it deems necessary or appropriate because of legal compliance requirements or changes in Taqtile’s business practices. If You have provided Us with an email address, We will endeavor to notify You, by email to that address, of any material change to how we will use personally identifiable information. If You do not agree with Our updated Privacy Policy, please do not use Our Services.
10. CONTACT US. If You have any further questions about this Privacy Policy, please contact Us in writing, at Taqtile, Inc., 107 Spring Street, Seattle, Washington, 98104, or by email at john.mathieu@taqtile.com.