By establishing a user account (an “Account”), by signing-in to your Account, or otherwise using the Services, you agree to the terms of this Agreement and you represent that you are capable of entering into a legally binding agreement. You agree that you are responsible for all activity on the Services, whether such activity is undertaken by you or by another user on your behalf. You agree to be bound by the terms and conditions of this Agreement and to respect and abide by all rules promulgated by Taqtile from time to time.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ESTABLISHING AN ACCOUNT OR USING THE SERVICES.
THIS AGREEMENT INCLUDES AN AGREEMENT TO ARBITRATION WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SERVICES OR YOUR ACCOUNT TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. IF YOU DO NOT WISH TO BE BOUND BY ANY OF THE FOREGOING, YOU MUST REFRAIN FROM USING THE SERVICES OR YOUR ACCOUNT. THE ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS AGREEMENT ALSO INCLUDES A JURY WAIVER.
2. Use of Services
The Services include our websites, applications, APIs, tools, platform, marketplaces, add-ons, notifications, links, and/or other services that we may offer to you to provide an end-to-end augmented reality (AR)/virtual reality (VR) solution.
Taqtile reserves the right to temporarily or permanently suspend the Services to you or to users generally, but are not obligated to do so. We also retain the right to create limits on use at our sole discretion at any time. We may also remove or refuse to distribute any content on the Services, limit distribution or visibility of any content on the Services, suspend or terminate users, and reclaim usernames at our sole discretion, without any liability.
3. Termination of Services
You may terminate the Services at any time by deactivating your Account, discontinuing your use of the Services, or by contacting us. To terminate the Services please email firstname.lastname@example.org.
If any fees are paid, Taqtile will not prorate or refund any portion of the fees paid for Services in the event you terminate the Services. Taqtile reserves the right to suspend or terminate your Account and all or part of the Services at any time for any or no reason, including, but not limited to, if we believe: a) you violated this Agreement or other terms, conditions or policies referenced herein or made available to you; b) you create risk or possible legal exposure for Taqtile; c) there is a case of suspected fraud, unethical behavior, or an unlawful act; d) are no longer using the Services due to prolonged inactivity; e) we have previously suspended or terminated your Account for any reason; or f) we cannot provide the Services. We will make commercially reasonable efforts to notify you in advance by any means deemed appropriate by Taqtile, including by email to the email address associated with your account.
4. Proprietary Rights
Our Intellectual Property Rights. You acknowledge that all the intellectual property rights in the Services and the underlying technology, are owned by Taqtile or its licensors. All rights not expressly licensed are reserved. You agree not to reproduce, reverse engineer, modify, or create derivative works based on the Services. Except as expressly permitted under this Agreement, you agree not to rent, lease, loan, or sell access to the Services or provide the Services to any third party.
User Content. When you create, generate, export, upload, post, or share any information, text, links, graphics, photos, audio, videos, or other content (collectively, the “Content”) using our Services, you grant us a worldwide non-exclusive, transferable, sub-licensable, and royalty-free license to host, use, distribute, modify, copy, publicly perform or display, translate, and create derivative works of your Content. This license allows Taqtile to make your Content available via the Services to other users and lets the other users do the same.
Feedback. To the extent that you voluntarily transmit, send, or deliver any communications or materials to Taqtile suggesting or recommending changes to the Services, including without limitation, new features or functionalities, or any comments, questions, suggestions (“Feedback”), Taqtile is free to use, disclose, reproduce, license, or otherwise distribute, and exploit Feedback provided to it as it sees fit, without obligation or restriction of any kind to you.
5. Acceptable Use and Conduct
Acceptable Use Policy. You hereby agree to agree to comply with Taqtile’s Acceptable Use Policy (“Acceptable Use Policy”), as described below. You agree not to use the Services and not to allow third parties to use the Services to:
- Post, publish, store, send, receive or disseminate any unlawful, invasive, defamatory, or fraudulent information and content, including any libelous, obscene, unlawful, threatening, harmful, harassing or defamatory information, or information or content which violates the intellectual property or legal rights of others, which encourages criminal conduct or violates any local, state or national law or order.
- Distribute viruses, worms, Trojan horses, corrupted files, hoaxes, cracks that make unauthorized changes to software or other malicious items on purpose.
- Transmit unsolicited bulk or spam emails, or to send messages with the aim of disrupting a server or account.
- Resell the Services directly or indirectly without Taqtile’s prior written approval.
- Start or participate in any illegal schemes, including using spyware or collecting or harvesting information about others without their prior consent.
- Impersonate other persons including Taqtile or falsifying references to Taqtile in messages. You are not allowed to forge anyone’s signature or send phishing messages.
- Violate the terms and conditions of any other network, server, website, software, service such as using a server or account without authorization or probing the security of other hosts or networks.
- Illegally obtain or try to obtain other person’s information, accounts or devices, or to breach or try to breach the security of the Taqtile network or another network or the computer or devices of another person without authorization, his/her knowledge and consent. You are not allowed to use or distribute malicious software for compromising the security of others.
- Perform port scanning.
- Interfere with the use of the Services or the equipment used to provide the Services.
- Interfere with another person’s ability to use the Service including but not limited to denial of service attacks, overloading a service or network or trying to harm/crash a host.
- Purposefully cause a performance degradation on the Taqtile network.
- Alter, disable, interfere with, or circumvent any aspect of the Services and their security features.
- Provide network access or access to any other Taqtile services to anyone outside of your Virtual Local Area Network.
- Copy, modify, or distribute any part of our Services.
- Reverse engineer our Services or attempt to extract our source code.
Breach. Taqtile reserves the right (but has no obligation) to investigate and take appropriate action in its sole discretion against you if you violate Taqtile’s Acceptable Use Policy or any other provision of this Agreement. Such action may include, without limitation, refusing to provide access to and use of the Services to you, terminating your Account, reporting you to law enforcement authorities, and/or taking legal actions against you.
6. Privacy and Security
You are advised to always use best practices to protect your privacy and security. We cannot and we will not be liable for any loss or damage arising from your failure to secure your account.
The Services are provided on an “as-is” and “as available” basis. Taqtile, its licensors, providers, partners, and affiliates (collectively, the “Affiliates”) expressly disclaim any warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Taqtile and its Affiliates makes no warranty that: (a) the Services will meet your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free and malicious code-free basis; (c) the Services will allow access to all third party sites; (d) the Services will be any particular speed or allow any particular application or service; or (e) the results that may be obtained from the use of the Services will be accurate or reliable.
Except for certain services and products specifically identified as being offered by Taqtile, Taqtile does not assume any liability or control any materials, information, products, or services on the Internet, including user content uploaded, posted, or shared by other users, some of which may be offensive to you. You assume full responsibility for assessing and evaluating the completeness, accuracy, risk, and usefulness of all such materials, information, products, or services, and their merchantability and quality. You expressly acknowledge that there are certain security, confidentiality, and privacy risks inherent in wireless communications and technology and use of internet access generally and in particular internet access which you do not control, and Taqtile does not make any assurances or warranties relating to such risks. You acknowledge that Taqtile is not responsible for messages or pages lost or misdirected due to interruptions or fluctuations in the Services or the Internet in general.
You acknowledge that third parties that provide the third-party services through or by Taqtile may, at any time, change the means by which the third-party services are accessed, and consequently, your ability to use the Services to facilitate your access to any third-party services may be temporarily or permanently disabled. You agree that Taqtile shall have no responsibility or liability to you whatsoever in relation to the third-party services or continuing access to the third-party services, and that Taqtile makes no representations or warranties with respect to third party services.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
8. Limitation on Liability
In no event shall Taqtile be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from your use of the Services, even if Taqtile has been advised of the possibility of such damages. To the extent that any applicable law does not permit the exclusion or limitation of your rights or remedies or any liability of Taqtile to you, nothing in this Agreement will take effect such as to exclude or limit any such rights, remedy or liability.
9. Dispute Resolution and Arbitration
It is Taqtile’s goal to ensure that the Services meet your expectations. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, Taqtile is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with Taqtile, you acknowledge and agree that you will first give Taqtile an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute using the following email address: email@example.com or mailing address: 107 Spring Street, Seattle, Washington 98104.
You then agree to negotiate with Taqtile in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within ninety (90) days after Taqtile’s receipt of your written description of it, you agree to the further dispute resolution provisions below.
You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of the Services or this Agreement, shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate Taqtile’s or any third party patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by Taqtile and/or the applicable third party(ies). You and we acknowledge that the Agreement affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”). For claims of less than $75,000 USD, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for claims over $75,000 USD, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org. Upon your filing of the arbitration demand, we will pay all filing, administration and arbitrator fees for claims that total less than $75,000 USD. For claims that total more than $75,000 USD, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. Both parties agree to pay their own respective fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. As a limited exception to the agreement to arbitrate, we agree that you may take claims to small claims court, if your claims qualify for hearing by such court.
To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OR CUSTOMER OF TAQTILE OR ANY OTHER PARTY WITH A CLAIM AGAINST TAQTILE FROM OR RELATING TO THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.
BOTH PARTIES AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.
In no event shall any claim, action or proceeding by you related in any way to the Services or this Agreement, be instituted more than one (1) year after the cause of action arose.
You agree to defend, hold harmless, and indemnify Taqtile, its parent, subsidiaries, affiliates, directors, officers, employees, agents, licensees, and other partners and employees, from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of or related to any of the following, whether actual or alleged: (a) your use of the Services in violation of this Agreement; (b) your breach of any provision of this Agreement; (c) your violation of laws; (d) personal or bodily injury (including death) or property damage caused by you; (e) infringement or misappropriation of third party intellectual property rights by you; and/or (f) your negligence, willful misconduct, fraud, abuse, misapplication, or misuse of the Services.
Survival. All provisions set forth in this Agreement shall survive termination of this Agreement.
Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
Jurisdictional Issues/Governing Law and Venue. The Agreement and the Services are provided within the United States of America. Taqtile makes no representation that this Agreement complies with the laws of any other country. Those who access the Services from locations outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Agreement shall be governed by the laws of the United States and the State of Washington, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The parties agree that any claim or dispute one party has against the other party arising under or relating to this Agreement (including claims in contract, tort, strict liability, statutory liability, or other claims) that is not resolved under the Dispute Resolution / Arbitration section of this Agreement must be resolved exclusively by a court of competent jurisdiction, federal or state, located in Seattle, Washington, and no other court. Each party agrees to submit to the personal jurisdiction of such courts and to accept service of process from them. Some jurisdictions do not allow some of the provisions contained in this Agreement, in which case one or more of such provisions may not apply to you.
Assignment. All or any of Taqtile’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Services in a merger, acquisition, or sale of a portion, all or substantially all of Taqtile’s assets. You may not assign or transfer this Agreement or any or all of your rights hereunder, and any attempt to do so is null and void.
Force Majeure. Taqtile shall not be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) pandemic; and (h) national or regional emergency.
Disclosures. Under California Civil Code Section 1789.3, users who are residents of California are entitled to the following specific consumer rights information: The Complaint Assistance Unit of the Division of Consumer Service of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916.445.1254. Parental control protections (such as computer hardware, software, or filtering services) that may assist you in limiting access to material that is harmful to minors are commercially available – see http://www.google.com/goodtoknow/familysafety/.
Changes to the Services or this Agreement. We reserve the right to change the Service and/or this Agreement at any time. Taqtile may notify you of any such changes by posting notice of such changes on Taqtile’s website at https://taqtile.com and/or using one of the methods listed in “Notices” below. By continuing to use the Services following notice of such changes, you agree to and accept those changes.
Notices. Taqtile may give legal notice to you by means of a general notice on the Service, electronic mail to your email address on our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All legal notices given by you shall be mailed to: Taqtile, Inc., 107 Spring Street, Seattle, Washington 98104.