Terms and Conditions

TACTIK TECHNOLOGIES, INC.

Master Services Agreement for Online Services and Website Use

These online Terms of Service apply to new orders for Services (“Orders”) effective on or after January 7, 2026, and govern all access to and use of the Services and any related Online Services, including the Website, as defined herein.

These Terms of Service (this “Agreement”) govern the purchase and use of the products and services provided by Tactik Technologies, Inc. (“Tactik”, “we”, “us”, or “our”) by the Customer identified in the applicable order form for Orders (“Order Form”). This Agreement becomes effective upon the earlier of: (i) execution of an Order Form or other ordering document that references this Agreement by both parties, (ii) Customer’s authorized representative clicking “I Accept” or a similar button, or (iii) Customer’s initial access or use of any Services or other Online Services (including the Website) on behalf of Customer. By taking any such action, Customer agrees to be bound by the terms of this Agreement. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR OTHER ONLINE SERVICES. Customer acknowledges that our Privacy Policy, available at https://tactik.ai/privacy-policy, describes our practices regarding the collection, use, and disclosure of personal information through the Online Services and is incorporated by reference into this Agreement solely with respect to such privacy practices, subject to the order of precedence set forth in Section 12.8.

Customer may not access the Services or other Online Services if Customer is a Direct Competitor (as defined in Section 1.5), except with Tactik’s prior written consent. Tactik shall provide written notice to Customer if Tactik believes Customer is a Direct Competitor, and Customer shall have fifteen (15) business days to respond with information demonstrating it is not a Direct Competitor before Tactik may suspend or terminate access. In addition, Customer may not access the Services or other Online Services for the purpose of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Any use of the Services or other Online Services is permitted only in accordance with the terms and conditions set forth in this Agreement and for the Customer’s internal business purposes only.

1. Definitions

1. “Breach Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
2. “Customer” or “Customers” means the legal entity or individual that has ordered the products and/or services from Tactik.
3. “Customer Account” means the account required for the Customer to access and use products and services provided by Tactik.
4. “Customer Data” means all data or information submitted by Customer or on behalf of Customer to the Services or collected and processed by or for Customer using the Services but does not include Aggregated Anonymous Data or Tactik AI Output (as defined in Section 6.4) that is generated by Tactik’s algorithms.
5. “Direct Competitor” means any entity that offers products or services that directly compete with the core functionality of the Services in the same market segments as Tactik. This definition excludes entities that offer ancillary or complementary services, or that compete in materially different market segments.
6. “Documentation” means the written descriptions, specifications, and user guides for the Services made available by Tactik on its website or otherwise provided to Customer.
7. “Fees” means all fees and charges payable by Customer to Tactik for the products and services, including add-ons, consulting services, and technical support services provided under this Agreement or any applicable Order Form.
8. “Malicious Code” means code, files, scripts, agents, or programs intended to harm, including, for example, viruses, worms, time bombs, and trojan horses.
9. “Online Services” means, collectively, the Website and any related online interfaces that Tactik makes available to prospective or current business customers in connection with the Tactik Revenue Lifecycle Management Platform and its modules, including any content, functionality, and services offered on or through such online interfaces, whether accessed as a guest, a registered user, or an authorized User of a Customer Account.
10. “Personal Data” means any information relating to, directly or indirectly, an identified or identifiable natural person.
11. “Services” means the products and services that are ordered by Customer under an Order Form and made available online by Tactik, including any associated offline components, Documentation, and support services as specified in the applicable Order Form.
12. “Subscription” means Customer’s paid-for subscription to the Service pursuant to an applicable Order Form
13. “Subscription Term” means the then-current initial term or renewal term of the applicable Subscription as specified in the applicable Order Form, during which Customer’s Users are authorized to use or access the Service pursuant to the terms and conditions set forth in this Agreement, unless earlier terminated as set forth herein.
14. “Tactik AI Output” means output generated by Tactik artificial intelligence (“AI”) functionality based on Customer Data submitted by Customer as input to Tactik AI. Tactik AI Output is presented for the Customer to review and optionally submit in whole or in part back to the Service, after which such submitted Tactik AI Output shall be deemed Customer Data for purposes of this Agreement. Customer acknowledges that, due to the nature of machine learning models, Tactik AI Output may not be unique, and the same or similar output may be generated for other users. TACTIK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY TACTIK AI OUTPUT. TACTIK EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO TACTIK AI OUTPUT TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY IMPLIED WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NOTWITHSTANDING THE FOREGOING, TACTIK REPRESENTS AND WARRANTS THAT IT HAS IMPLEMENTED REASONABLE TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THAT TACTIK AI DOES NOT SYSTEMATICALLY GENERATE OUTPUT THAT INFRINGES THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
15. “Taxes” means all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts.
16. “User” means Customer’s or Customer’s affiliates’ employees, consultants, contractors, and agents who Customer authorizes to access and use the Service under Customer’s account. Customer shall purchase Subscription(s) to the Service for each User. The specific license types, limitations, and associated fees shall be as set forth in the applicable Order Form.
17. “Website” means Tactik’s public-facing websites located at https://tactik.ai and any successor or related domains controlled by Tactik.

2. Rights and Limitations on Use

1. Right to Use Service for Business. Subject to the terms and conditions set forth in this Agreement and payment of applicable Fees, Tactik grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right during the Subscription Term to access and use the Services and, to the extent made available to Customer and its authorized Users, the Online Services, solely for Customer’s internal business purposes and in accordance with the Documentation and applicable Order Form. This right is personal to Customer and may not be assigned or transferred except as expressly permitted in Section Error: Reference source not found of this Agreement.
2. Limitations on Use. Customer shall not, and shall not permit any User or third party to: (i) copy, modify, or create derivative works of the Services, Online Services, or Documentation; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or underlying algorithms of the Services or Online Services, except to the limited extent that applicable law expressly permits such activity notwithstanding this limitation; (iii) rent, lease, sell, sublicense, distribute, or otherwise transfer the Services or Online Services to any third party; (iv) use the Services or Online Services to provide service bureau, time-sharing, or other services to third parties; (v) remove, alter, or obscure any proprietary notices on the Services, Online Services, or Documentation; (vi) use the Services or Online Services in any manner that violates applicable laws or regulations; (vii) interfere with or disrupt the integrity or performance of the Services or Online Services; (viii) attempt to gain unauthorized access to the Services, Online Services, or related systems or networks; (ix) use the Services or Online Services to transmit any Malicious Code; (x) use any robot, spider, scraper, or other automatic device, process, or means to access the Online Services for any purpose, including monitoring or copying any of the material on the Online Services, except as expressly permitted in the Documentation; (xi) use any manual process to monitor or copy any of the material on the Online Services, or for any other purpose not expressly authorized in this Agreement, without Tactik’s prior written consent; or (xii) use the Services or Online Services in any way that competes with Tactik’s business.
3. Inappropriate Use and Content. Customer acknowledges and agrees that it shall comply with all applicable federal, state, and local laws, including but not limited to data privacy laws, anti-discrimination laws, and intellectual property laws in connection with its use of the Services and Online Services provided under this Agreement. Customer shall not use the Services or Online Services in any manner that violates applicable laws or regulations, infringes upon third-party rights, or involves illegal, harmful, or offensive content, including but not limited to: (a) content that is defamatory, obscene, pornographic, or promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected characteristic; (b) malware, viruses, or other malicious code; (c) unauthorized access attempts or security breaches; (d) spam or unsolicited communications; (e) content that infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any person; (f) content that violates the legal rights (including rights of privacy and publicity) of others or could give rise to civil or criminal liability under applicable laws or regulations; or (g) any activity that could damage, disable, or impair the Services, Online Services, or Tactik’s systems or networks, or that could create liability for Tactik.
4. Consequences of Violations. In the event Tactik believes Customer has violated any limitations on use or engaged in inappropriate use as defined in Sections 2.2 or 2.3. Tactik may provide written notice to Customer specifying the alleged violation. Customer shall have fifteen (15) business days from receipt of notice to investigate and cure such violation. Tactik’s remedies for any such violation shall include the right to suspend Services in accordance with Section 12.1 or terminate this Agreement upon thirty (30) days’ written notice if the violation is material and remains uncured after the cure period, without prejudice to any other rights or remedies available at law or in equity. Customer shall be liable for violations to the extent directly caused by Customer’s actions or omissions, subject to the limitations set forth in this Agreement.
5. Tactik Technology. As between Tactik and Customer, Tactik alone shall own all right, title and interest in and to the Service, Documentation, Aggregated Anonymous Data, and all technology, software, methodologies, improvements, and documentation used by Tactik to provide or made available in connection with the Service, and all intellectual property rights in and to the foregoing (collectively, “Tactik Technology”), excluding Customer Data and any intellectual property rights owned by Customer before or independent of this Agreement. Except for the limited rights expressly granted to Customer hereunder, Tactik reserves all rights, title, and interest in and to the Tactik Technology, and no rights are granted to Customer hereunder other than as expressly set forth in the Agreement.
6. Trademarks. As between the parties, Tactik retains all right, title, and interest in and to its names, logos, and trademarks, including “Tactik Technologies, Inc.,” the Tactik logo, and all related names, logos, product and service names, designs, and slogans, whether displayed on the Website, within the Services, or otherwise (“Tactik Marks”). Customer shall not use any Tactik Marks without Tactik’s prior written consent, except as expressly permitted in this Agreement or the Documentation. All goodwill arising from Customer’s permitted use of the Tactik Marks will inure solely to the benefit of Tactik. Nothing in this Agreement grants Customer any right, title, or interest in or to any third-party names, logos, or trademarks displayed in connection with the Online Services.
7. Publicity. Unless otherwise specified in the applicable Order Form, Customer agrees that Tactik may identify Customer as a customer and use its name, logo, and general business description in Tactik’s marketing materials, including website and sales presentations, during the Subscription Term. Customer will provide reasonable branding guidelines for logo usage, and Tactik shall comply with such guidelines.
8. Open Source Software: Notwithstanding anything to the contrary in the Agreement, Customer’s, and its Users’ rights with respect to their use of open-source software are governed exclusively by the applicable open-source license(s), not the Agreement.

3. Use of Services

1. Services. Using the Services, Users can configure and generate documents, templates, and other commercial materials, which may include your or your customers’ logos, screenshots, graphics, videos, custom fields, sales, and invoicing data (for example, prices, discounts, deductions, taxes, customer information, and other relevant information), and additional information. We may change the format and functionality of the Services from time to time (while making reasonable efforts not to disable any material functionality during a subscription period), and certain options may become unavailable.
   • We reserve the right to offer additional services or enhancements to the current Services, or optional additional functionalities, at any time (which shall not materially adversely affect the functionality of the then-current Services during the applicable subscription term) (the “Additional Services”). If you choose to use any of these Additional Services, it may increase fees.
2. Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are acquired as subscription-based offerings, (ii) any Customer-requested downgrade, Service removal, or Service reduction becomes effective only at the beginning of the next Renewal Term; (iii) Customer may purchase additional Services, upgrades to existing Services, Service additions, or other “add-ons” at the then-current pricing for such Service, at any time, adjusted proportionally for the remaining duration of that period, and (iv) subscriptions added mid-term shall expire concurrently with the original subscription term.
3. Usage Limitations. Services are subject to specified usage parameters. Unless the Order Form provides otherwise, (i) usage limits reference either the authorized User count or the applicable service tier threshold, and Customer shall not exceed such limits or permit access beyond the authorized User count, (ii) User credentials are non-transferable and shall not be shared among multiple individuals, and (iii) User credentials may only be reassigned to a replacement individual. Tactik will provide Customer with written notice and may, at Tactik’s sole discretion, work with Customer to reduce usage to conform to that limit or require Customer to upgrade the subscription tier.
4. Customer Obligations. Customer shall (i) ensure Users’ full compliance with this Agreement and be liable for any User violations, (ii) warrant and be solely responsible for the accuracy, quality, and legality of Customer Data and the use commercially reasonable efforts to implement appropriate security measures to prevent unauthorized access to or use of Services, and notify Tactik promptly upon confirming any material unauthorized access or use, and provide Tactik with written notice within twenty-four (24) hours of discovering any security breach or unauthorized access, (iii) use Services strictly in accordance with the Documentation and all applicable laws, regulations, and government requirements, and (iv) not provide, upload, or transmit to Tactik any Personal Data unless (a) such Personal Data has been lawfully obtained and may be lawfully transferred and processed under all applicable data protection laws and regulations, including without limitation the California Consumer Privacy Act (CCPA) as amended, the California Privacy Rights Act (CPRA), and any successor legislation, and (b) Customer has secured all necessary consents, authorizations, licenses, and permits required for such collection, transfer, and processing. The parties acknowledge that with respect to Personal Data processed under this Agreement: (i) Customer is the “business” and Tactik is the “service provider” (as those terms are defined under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, Cal. Civ. Code 1798.100 et seq., and its implementing regulations) or, where applicable under other data protection laws, Customer is the “controller” and Tactik is the “processor”; (ii) Tactik shall process Personal Data only for the specific business purposes set forth in this Agreement and as instructed by Customer; (iii) Tactik shall not sell Personal Data or retain, use, or disclose Personal Data for any purpose other than performing the Services; and (iv) the parties shall comply with their respective obligations under applicable data protection laws. The parties shall execute Tactik’s Data Processing Addendum, which is incorporated herein by reference.

4. Fees, Invoicing, and Payments for Services

1. Fees. Tactik will invoice Customer, and Customer agrees to pay all fees specified in the Order Form and fees for any usage in excess of the contractual usage limit (as described in Section 3.3). Except as otherwise specified herein or in an Order Form, (i) fees are based on products and services purchased and any applicable usage, (ii) payment obligations are non-cancellable, and all fees paid are non-refundable except as expressly provided in this Agreement, including but not limited to refunds for infringement remedies under Section 9.1, material breach by Tactik under Section 5.3, or as required by applicable law, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
2. Invoicing and Payment. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing us with complete and accurate contact information and for notifying us of any changes to such information.
3. No Refunds. Except to the extent required by applicable law, including without limitation California Civil Code Section 1694 and any applicable consumer protection laws, all purchases are final. TACTIK DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL OR UNUSED SUBSCRIPTION PERIODS, OR WHERE CUSTOMER HAS ELECTED TO DOWNGRADE ITS SERVICE LEVEL OR OTHERWISE REMOVED ANY ADD-ON, OR FOR ANY FEATURE OR COMPONENT OF THE SERVICE THAT CUSTOMER HAS PAID FOR, BUT NOT USED.

Prepaid Fees. In the event of any suspension, termination, or cancellation of this Agreement or any Subscription(s) for any reason whatsoever, whether by Customer or by Tactik, Customer shall not be entitled to any refund, credit, or reimbursement of any prepaid Fees, and all such prepaid amounts shall be deemed fully earned by Tactik upon payment. This no-refund policy applies regardless of the reason for suspension, termination, or cancellation, including but not limited to non-renewal under Section 5.2, termination by Customer under Section 5.3, termination by Tactik under Section 5.4, suspension by Tactik under Section 12.1, or any other suspension, termination or cancellation under this Agreement.

Unpaid Fees. In the event Customer terminates this Agreement or any Subscription(s) prior to the expiration of the then-current Subscription Term for any reason other than Tactik’s material uncured breach under Section 5.3, Customer shall remain liable for and shall pay all Fees for the remainder of such Subscription Term, whether invoiced or not yet invoiced at the time of termination. All such unpaid Fees for the remainder of the Subscription Term shall become immediately due and payable upon the effective date of such early termination. For the avoidance of doubt, Customer’s termination of a Subscription before the end of its Subscription Term does not relieve Customer of its payment obligations for the full Subscription Term.

1. Automatic renewal. Customer authorizes Tactik to automatically bill Customer for each renewal period on the calendar day on which the renewed Subscription commences. If Customer does not want to renew automatically, Customer shall provide Tactik with written notice at least sixty (60) days before each automatic renewal date.
2. Overdue Charges. Payments not received by the due date shall be considered delinquent. Any amount not received within fifteen (15) days from the invoice due date will be subject to a late fee of 1% per month (or the maximum rate permitted by Delaware law, whichever is lower) on the overdue amount calculated from the due date until it is paid. Tactik may suspend Services or terminate this Agreement if payment is not received within thirty (30) days from the invoice due date and Customer has not cured such non-payment within fifteen (15) business days after receiving written notice of Tactik’s intent to suspend or terminate, and Customer shall pay all unpaid invoices, including any reasonable fees incurred by Tactik in collecting overdue amounts.
3. Payment Disputes. We will not exercise our rights under Section 4.5 (Overdue Charges) or 12.1 (Suspension) if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
4. Taxes. In connection with the purchase and/or use of the Service, Customer may be subject to all Taxes by any authority that has jurisdiction to impose such Taxes. Customer agrees that Customer is solely responsible for its obligation and payment of any such Taxes. Customer agrees to indemnify, defend, and hold harmless Tactik from and against all claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) that Tactik incurs in connection with such Taxes, except to the extent such Taxes are the result of Tactik’s gross negligence or willful misconduct. Tactik’s failure to charge appropriate Taxes due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.7.

5. Term and Termination

1. Term. The Agreement commences on the contract start or effective date set forth on the applicable Order Form (the “Effective Date”) and will remain in effect until expiration or termination of all paid-for Subscriptions and completion of any consulting services, or as otherwise expressly stated herein. Any Order hereunder remains governed by the Agreement for its then-current Subscription Term and/or completion of any consulting services, irrespective of any earlier expiration or termination of the Agreement. Expiration or termination of the Agreement does not automatically terminate any applicable Orders.
2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew each annually for successive one (1)- year periods (each, a “Renewal Term”). Tactik or the Customer may terminate this Order Form by providing a written notice at least sixty (60) days before the end of the relevant subscription term. Fees for any Renewal Term may be increased by up to eight percent (8%) of the then-current Fee, provided that Tactik provides Customer with written notice (including email) at least sixty (60) days before the commencement of the applicable Renewal Term. Customer may terminate the applicable Subscription upon written notice to Tactik within thirty (30) days of receiving such price increase notice, in which case the termination will be effective at the end of the then-current Subscription Term, and Customer will not be obligated to pay the increased fees.
3. Your right to terminate. Customer may terminate the applicable Subscription(s) and this Agreement for cause if Tactik is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from Customer.
4. Tactik’s right to terminate. Tactik may terminate any or all of Customer’s Subscriptions or other Services, this Agreement, and/or Customer’s Account, if (i) Customer has failed to timely pay any amounts (including fees and taxes) owing to Tactik and such failure continues for more than fifteen (15) days after written notice; (ii) Customer or any of Customer’s authorized Users are in material breach of this Agreement and fail to cure such breach within thirty (30) days after written notice of the breach; or (iii) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
5. Effect of Termination. Upon expiration or termination of a Subscription for any reason, Customer’s rights with respect to the associated product and services (including any related subscription benefits) will end. At that time, Customer will stop all access to and use of such product and services, including all access and use by Customer’s authorized users and any related documentation, APIs, or other material from Tactik. In addition, at Tactik’s request, Customer will destroy any copies of the foregoing in Customer’s possession or return them to Tactik. Customer will retain proof that Customer returned or destroyed all such copies. In connection with such expiration or termination, (i) Tactik will provide Customer with a period of thirty (30) days to retrieve Customer’s content upon receiving a written request, provided Customer is in compliance with this Agreement and has paid all outstanding fees (additional fees may apply for data retrieval services), or (ii) Tactik may delete, with at least fifteen (15) days’ prior written notice to Customer, any Customer content in accordance with its data retention policy, except where Customer is in material breach of this Agreement or where immediate deletion is required by law.

6. Customer Data and Account

1. Customer Data and Privacy Compliance. Customer retains all rights, title, and interest in and to Customer Data. Customer hereby grants to Tactik a limited, non-exclusive, royalty-free, worldwide license to access, use, process, copy, transmit, display, and store Customer Data solely to the extent necessary to provide the Services under this Agreement, to comply with Tactik’s legal obligations, and to enforce this Agreement, and in accordance with applicable law, including without limitation the Delaware Personal Data Privacy Act and the California Consumer Privacy Act (CCPA) as applicable to Tactik’s operations. Tactik shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Tactik shall not sell, rent, lease, or otherwise disclose Customer Data to third parties except as expressly authorized in writing by Customer or as required by law. Upon termination or expiration of this Agreement, Tactik shall, at Customer’s written election made within thirty (30) days of termination or expiration, either (i) return Customer Data in a commercially reasonable format at no additional charge, or (ii) securely destroy all Customer Data in its possession, in either case within thirty (30) days of receiving Customer’s election, except to the extent Tactik is required by law to retain such data or where such data exists in backup systems (which shall be deleted in accordance with Tactik’s standard backup deletion procedures, but in no event later than ninety (90) days after termination). If Customer fails to make an election within the thirty (30)- day period, Tactik shall provide Customer with final written notice and an additional fifteen (15)- day period to make such election before securely destroying all Customer Data. Customer acknowledges that Tactik may retain aggregated, anonymized data that does not identify Customer or any individual, and metadata and usage data as permitted under Section 6.4.
2. Customer Account. Customer is solely responsible for: (i) configuring and managing its Customer Account; (ii) the operation, performance, and security of Customer’s equipment, networks, and other computing resources used to access the Service; (iii) ensuring that all Users exit or log off the Service at the end of each session in accordance with Customer’s session policies; (iv) maintaining the confidentiality and security of the Customer Account, User IDs, conference codes, passwords, and personal identification numbers used in connection with the Service, including ensuring that such credentials are not shared among Users; and (v) all access to and use of the Service made through Customer’s passwords, credentials, or Customer Account.
   • Customer is liable for all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Tactik arising from any access or use of the Service through the Customer Account by any person authorized by Customer or resulting from Customer’s failure to maintain the confidentiality of its credentials, except to the extent such access results from Tactik’s breach of its security obligations under this Agreement or Tactik’s negligence or willful misconduct. Customer shall not be liable for unauthorized access by third parties that occurs solely due to vulnerabilities in Tactik’s systems or Tactik’s failure to implement reasonable security measures.
   • Ownership of a Customer Account is associated with the individual or entity that completes the registration process for such an account. Customer acknowledges and agrees that Tactik will rely on the information provided by Customer to address and resolve issues related to the Customer Account.
3. Account Access, Control, and User Permissions. The Customer and any authorized Users (each, an “Account Owner”) may access information within the Customer Account, subject to the Customer’s account configuration and sharing settings. Except during initial provisioning of the Service, Tactik will not provide access to a Customer Account to any person or entity other than the Account Owner without the Account Owner’s prior consent. Customer agrees that Tactik may, without obligation to verify, rely on any instructions or authorizations provided by the Account Owner.
   • Customer shall not request access to, or information regarding, any account not owned by Customer. In the event of any dispute regarding access to or ownership of Customer Account data, Tactik may, in its sole discretion, either (a) continue to provide access only to the Account Owner until the dispute is resolved, or (b) provide access or release information to a person other than the Account Owner only pursuant to: (i) a valid court order; (ii) a notarized waiver and release acceptable to Tactik in its reasonable discretion; or (iii) written authorization from the Account Owner. Tactik shall have no liability to any party for its good faith compliance with this provision or for refusing to provide access pending resolution of a dispute.
   • Customer is solely responsible for (i) understanding and configuring the Service’s settings, privileges, and permissions; (ii) determining which individuals are permitted to become Users; and (iii) managing the permissions granted to each User, including the ability to invite additional Users (paid or unpaid), incur charges on the Customer Account, or access, modify, or share tasks, projects, or other Customer Data.
   • Customer is responsible for all activities of its Users, including any orders placed and all use, access, or handling of Customer Data, regardless of whether any such User is part of Customer’s organization or domain.
4. Use of Aggregated Anonymous Data. Tactik may aggregate and analyze metadata and usage data derived from Customer’s and Users’ use of the Service in a manner that renders such data non-personally identifiable with respect to Customer and Users (“Aggregated Anonymous Data”), provided that such aggregation and anonymization is performed in accordance with industry-standard techniques designed to prevent re-identification. Aggregated Anonymous Data will be deemed Tactik’s proprietary technology. Customer acknowledges and agrees that Tactik may use Aggregated Anonymous Data, both during and after the Term, for (i) internal analytics and statistical evaluation; (ii) developing, enhancing, and improving the Service and Tactik’s other products and services; (iii) creating and distributing reports, benchmarks, and other materials relating to use of the Service or industry trends; and (iv) any other lawful business purpose.
   • For purposes of clarity, nothing in this Section grants Tactik the right or ability to publicly identify a Customer or any User as the source of any Aggregated Anonymous Data.

7. Confidentiality

Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:

1. Business plans, strategies, and financial information;
2. Technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information;
3. Information regarding third parties that the Disclosing Party is obligated to keep confidential;
4. Any other information marked or identified as confidential.

Obligations. The Receiving Party shall:

1. Hold and maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care;
2. Not disclose the Confidential Information to any third parties except as permitted herein;
3. Not use the Confidential Information for any purpose except to exercise its rights and perform its obligations under this Agreement;
4. Limit access to Confidential Information to its employees, contractors, and agents who have a legitimate need to know and who have been informed of the confidential nature of such information and are bound by confidentiality obligations at least as protective as those contained herein.

Exceptions. The obligations set forth in Section 7.2 shall not apply to any Confidential Information that:

1. Was publicly known and made generally available in the public domain before the time of disclosure by the Disclosing Party;
2. Becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party;
3. Is in the rightful possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party;
4. Is obtained by the Receiving Party from a third-party without a breach of such third-party’s confidentiality obligations;
5. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Compelled Disclosure. If the Receiving Party is compelled by law or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party’s efforts to obtain such protective order and shall disclose only that portion of the Confidential Information that it is legally required to disclos

Return of Materials. Upon termination or expiration of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s option) all Confidential Information in its possession or control, including all copies, notes, and derivatives thereof, and certify in writing to the Disclosing Party that it has done so.

Term. The obligations under this Section 7 shall survive termination of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.

8. Warranties and Warranty Disclaimer

Tactik Warranties. Tactik represents and warrants that:

1. It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
2. The Services will be performed in a professional and workmanlike manner in accordance with industry standards;
3. The Services and any deliverables will conform in all material respects to the specifications set forth in the applicable Documentation or Order Form, if any;
4. To Tactik’s knowledge as of the Effective Date, the Services and Tactik’s technology used to provide the Services do not infringe or misappropriate any third party’s intellectual property rights;
5. Tactik will comply with all applicable laws and regulations in performing the Services, including applicable data privacy and security laws.

Customer Warranties. Customer represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) it owns or has the necessary rights to provide any Customer Data, materials, or information to Tactik for use in connection with the Services; and (c) the Customer Data and its use as contemplated by this Agreement will not violate any applicable laws or infringe any third-party rights.

DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, TACTIK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 8.1. TACTIK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED. TACTIK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TACTIK OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

9. Indemnification

Tactik Indemnification. Tactik shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (collectively, “Customer Indemnitees”) from and against all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to:

1. Any breach of Tactik’s representations, warranties, or material obligations under this Agreement;
2. Any claim that the Services, as made available by Tactik and used by Customer in accordance with this Agreement and the Documentation, infringe or misappropriate any third party’s intellectual property rights;
3. Tactik’s gross negligence or willful misconduct.

Customer Indemnification. Customer shall indemnify, defend, and hold harmless Tactik and its officers, directors, employees, agents, successors, and assigns (collectively, “Tactik Indemnitees”) from and against all Losses arising out of or relating to:

1. Any breach of Customer’s representations, warranties, or obligations under this Agreement;
2. Any allegation that the Customer Data or Customer’s use of the Services infringes or misappropriates any third-party’s intellectual property rights or violates any third-party’s rights;
3. Customer’s gross negligence or willful misconduct;
4. Customer’s violation of applicable laws.

1. Tactik AI Output. Customer shall indemnify, defend, and hold harmless Tactik and its officers, directors, employees, agents, and affiliates from and against all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or related to Customer’s use, modification, or distribution of Tactik AI Output, including without limitation any claims of infringement of intellectual property rights, defamation, or violation of applicable laws, except to the extent such claims arise solely from Tactik’s gross negligence or willful misconduct in providing the Tactik AI functionality; provided, however, that Customer’s indemnification obligations under this Section 9.3 shall be subject to the limitations of liability set forth in Section 10.

Indemnification Procedures. The indemnified party shall:

1. Provide written notice to the indemnifying party of any claim for which indemnification is sought within thirty (30) days of becoming aware of such claim (provided that failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such delay);
2. Grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim without the indemnified party’s prior written consent if such settlement would impose any obligation on the indemnified party or admit any liability on behalf of the indemnified party;
3. Reasonably cooperate with the indemnifying party in the defense of the claim at the indemnifying party’s expense.

Exclusive Remedy. The indemnification obligations set forth in this Section 9 constitute the indemnified party’s exclusive remedy for third-party claims covered by this Section 9, subject to Section 10 (Limitation of Liability).

10. Limitation of Liability

CAP ON LIABILITY. EXCEPT FOR:

1. Breaches of Section 7 (Confidentiality);
2. Either party’s indemnification obligations under Section 9;
3. Either party’s gross negligence or willful misconduct;
4. Bodily injury or death caused by either party’s negligence;
5. Fraud or fraudulent misrepresentation by either party;
6. Any liability that cannot be limited under applicable law;

Each party’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of:

1. The total amount of fees paid or payable by Customer to Tactik under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim; or
2. One hundred thousand dollars ($100,000).

Exceptions to Limitations. The limitations set forth in Section 10.1 shall not apply to: (a) either party’s breach of Section 7 (Confidentiality)(b) either party’s indemnification obligations under Section 9; (c) either party’s gross negligence or willful misconduct; (d) bodily injury or death caused by either party’s acts or omissions; (e) fraud or fraudulent misrepresentation; or (f) any other liability that cannot be limited or excluded under applicable Delaware law.

Potential Customer Data Loss. If Customer downgrades its Service level before the beginning of a Renewal Term, such downgrade may result in a loss of Customer Data or add-ons for its Customer Account. Customer is aware of such risk and shall not hold Tactik liable for any Losses arising from such downgrade.

11. Tactik AI

1. Use of Third-Party Generative AI Services. The Customer acknowledges that certain generative AI functionality may be supported by third-party artificial intelligence providers (collectively, “Third-Party AI Providers”). Tactik reserves the right to change Third-Party AI Providers at any time without notice. The Customer shall not use such functionality in any manner that violates any applicable policies, terms of service, or acceptable use policies of the applicable Third-Party AI Provider(s), including, without limitation, any codes of conduct, content policies, or usage restrictions imposed by such providers.
   • The Customer further acknowledges and agrees to the data processing activities performed by Third-Party AI Providers in connection with the generative AI functionality, including as described in such providers’ respective data privacy, security, and processing policies. For clarity, the Customer understands and accepts that Third-Party AI Providers may temporarily store, process, or review prompts, inputs, and generated content for purposes including, without limitation: (i) monitoring and detection of abusive, harmful, or prohibited uses or outputs; (ii) improving service quality and accuracy; and (iii) ensuring compliance with applicable policies and legal obligations. Authorized personnel of Third-Party AI Providers may review data that triggers automated content-monitoring systems solely to investigate and verify potential misuse or policy violations. Additional information regarding content monitoring, data processing, and usage restrictions may be available in the respective Third-Party AI Provider’s product documentation and privacy policies.
   • The Customer is solely responsible for ensuring that its use of generative AI functionality complies with all applicable laws, regulations, and Third-Party AI Providers’ policies. Tactik does not control and is not responsible for the data handling practices or policies of Third-Party AI Providers.
2. User of Customer Data for AI features. Except as may be set forth in an applicable Third-Party AI Provider’s contract with Tactik, Tactik AI does not use Customer data, nor permit any third party to use Customer Data, to train or otherwise improve the machine learning models or algorithms underlying the AI features, except as expressly authorized by Customer in writing. Customer’s use of the AI features does not grant Tactik any right or license to use Customer Data in a manner inconsistent with the Agreement, including for the purpose of training or improving Tactik’s machine learning models or data systems, unless otherwise agreed by Customer.
   • Tactik AI and underlying machine learning models may evolve over time. To maintain and improve the AI features, Tactik AI may use the following, provided that such use does not involve the use of Customer Data except as permitted in Section 6.4: (i) usage data and metadata, including Anonymous Aggregated Data, generated from Customer’s interaction with the AI features; (ii) feedback submitted by Customer or its Users regarding the Tactik AI Output (including “thumbs up/down” or similar signals); and (iii) any information for which Customer has provided express permission for such use. Tactik will not use such data to (i) train models that are specifically designed to replicate Customer’s core proprietary functionality and are marketed primarily to Customer’s direct competitors, or (ii) intentionally identify Customer’s individual Users by name. For purposes of this provision, ‘direct competitors’ means entities that Customer identifies in writing within thirty (30) days of the Effective Date that compete in Customer’s primary line of business as of such date.
3. Fair Use of AI Features. Customer’s use of the Tactik AI is subject to fair usage limits as defined in the applicable Order Form or, if not specified, as reasonably determined by Tactik in its sole discretion based on system capacity, security considerations, and operational requirements, and communicated to Customer in writing. Customer acknowledges and agrees that if Customer’s use exceeds the defined fair usage limits, Tactik may take reasonable measures to manage system performance, including disabling, restricting, or degrading access to the Tactik AI. Tactik will provide the Customer with at least five (5) business days’ prior written notice before implementing such measures, except in cases of emergency where immediate action is necessary to protect the Service or other customers, as determined by Tactik in its reasonable judgment. The customer will have the opportunity to reduce usage or purchase additional capacity during such notice period.

12. General Terms

Suspension. Tactik reserves the right to suspend Customer’s access to all or any portion of the Service by deactivating the Customer Account and all active Subscriptions associated with the Customer Account if (i) payment for the Service is not received within thirty (30) days from the date on which payment is due and Customer has not cured such non-payment within fifteen (15) business days after receiving written notice of Tactik’s intent to suspend; (ii) Customer’s or its Users’ use of the Service are in breach of the Agreement; (iii) Customer fails to timely address Tactik’s request to take action pursuant to Section 2.4 (Consequences of Violations); (iv) Customer’s use of the Service poses a security or other risk to the Service or to other users of the Service; or (v) suspension is required pursuant to a subpoena, court order or other legal process. Tactik will provide Customer with reasonable prior written notice of any suspension under subsections (ii) or (iii), except where immediate suspension is necessary to protect the Service, other users, or Tactik’s systems from imminent harm, or to comply with legal requirements under subsection (v). Customer will remain responsible for all Fees incurred before any suspension. During any suspension caused by Customer’s non-payment under subsection (i), Customer will not be charged Fees but will remain liable for any outstanding amounts due. During any suspension caused by Customer’s breach under subsections (ii) or (iii), Customer will not receive any credits or refunds, as such suspension results from Customer’s own breach of this Agreement. Tactik reserves the right to impose Fees to restore archived data from suspended accounts upon Customer request, provided that such request is made within ninety (90) days of suspension. Such restoration Fees will be set forth in Tactik’s then-current fee schedule or, if not specified therein, will be quoted to the Customer in advance of performing restoration work.

1. Copyright. Tactik respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (“DMCA”), Tactik will respond to notices of alleged copyright infringement that comply with the DMCA and other applicable laws.

• DMCA Notices. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Services, you may notify Tactik’s designated copyright agent by providing the following information in writing:
  1. Identification of the copyrighted work claimed to have been infringed, or, if a single notification covers multiple copyrighted works, a representative list of such works;
  2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity, including information reasonably sufficient to permit Tactik to locate the material;
  3. Information reasonably sufficient to permit Tactik to contact you, such as an address, telephone number, and email address;
  4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
  5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
  6. Your physical or electronic signature.
• Tactik’s designated copyright agent for notice of alleged copyright infringement can be reached at: legal@tactik.ai
• Counter-Notification. If you believe that material you posted was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Tactik’s copyright agent by providing the following information in writing:
  1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
  2. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification;
  3. Information reasonably sufficient to permit Tactik to contact you, such as an address, telephone number, and email address;
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the District of Delaware (or the federal judicial district in which your address is located if outside Delaware), and that you will accept service of process from the person who provided the original DMCA notice or an agent of such person; and
  5. Your physical or electronic signature.
• Repeat Infringer Policy. In accordance with the DMCA and other applicable laws, Tactik has adopted a policy of terminating, in appropriate circumstances and at Tactik’s sole discretion, the accounts of Users repeat infringers. Tactik may, at its sole discretion, limit access to the Services and/or terminate the accounts of any Users who infringe the intellectual property rights of others, whether or not there is any repeat infringement.
• Response to Notices. Upon receipt of a valid DMCA notice, Tactik will promptly remove or disable access to the allegedly infringing material and notify the affected Customer. Upon receipt of a valid counter-notification, Tactik will provide a copy to the original complainant and inform that person that Tactik will restore the removed material or cease disabling access to it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Customer, the removed material will be restored, or access to it will be re-enabled in ten (10) to fourteen (14) business days following receipt of the counter-notification.
  1. Third-Party Services. The Service may contain features or functions that enable interoperability with third-party products, services, or content (each, a “Third-Party Service”). Tactik may also provide access to Third-Party Services directly within the Service. Third-Party Services and Customer content, including Customer Data, within Third-Party Services are not part of the Service, are not warranted or supported by Tactik, and are not subject to the terms and conditions set forth in this Agreement. To the extent a Third-Party Service accesses Customer Data, Customer must authorize such access, and the processing of Customer Data once transferred to and within the Third-Party Service shall be governed solely by the terms, if any, of the Third-Party Service providers. Tactik will not be responsible for any use, disclosure, modification, or deletion of such Customer Data by the Third-Party Service provider once transferred, except to the extent caused by Tactik’s willful misconduct or gross negligence in connection with such transfer. Tactik will implement reasonable technical and organizational measures to ensure that Third-Party Service integrations meet security requirements consistent with SOC 2 Type II or equivalent standards before making them available through the Service and will conduct reasonable due diligence on such Third-Party Service providers’ security practices. Upon reasonable request, not more than once per calendar year per Third-Party Service integration, and subject to execution of appropriate confidentiality agreements, Tactik will use commercially reasonable efforts to provide Customer with a summary of the security standards applied to such Third-Party Service integration, to the extent such information is available to Tactik, not proprietary to the third-party provider, and not subject to confidentiality obligations. Customer’s use of any Third-Party Service is solely between Customer and the applicable provider, and Customer is solely responsible for complying with any terms or conditions governing such Third-Party Services.
  2. Security and Privacy.
     • Security Measures. Tactik shall implement and maintain appropriate administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, modification, disclosure, or destruction. Such safeguards shall be consistent with industry standards for similar services and shall include: (i) encryption of Customer Data in transit using TLS 1.2 or higher; (ii) encryption of Customer Data at rest using AES-256 or equivalent encryption; (iii) network security controls including firewalls and intrusion detection/prevention systems; (iv) access controls limiting access to Customer Data to authorized personnel on a need-to-know basis; (v) regular security assessments and penetration testing at least annually; (vi) security awareness training for personnel with access to Customer Data at least annually; and (vii) maintenance of SOC 2 Type II or equivalent security certifications appropriate for the Services.
     • Data Protection Compliance. Tactik shall comply with all applicable data protection and privacy laws, including without limitation the Delaware Personal Data Privacy Act (6 Del. C. § 12D-101 et seq.), the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA) (Cal. Civ. Code § 1798.100 et seq.), and any other applicable state, federal, or international data protection laws. The parties acknowledge that Customer is the “business” (or “controller”) and Tactik is the “service provider” (or “processor”) with respect to Personal Data processed under this Agreement. Tactik shall: (i) process Personal Data only as necessary to perform the Services and in accordance with Customer’s documented instructions; (ii) not sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to a third party for monetary or other valuable consideration; (iii) not retain, use, or disclose Personal Data for any purpose other than performing the Services; (iv) not combine Personal Data with personal information received from or on behalf of another person or collected from its own interaction with consumers; and (v) implement reasonable security procedures and practices appropriate to the nature of the Personal Data.
     • Subprocessors. Tactik may engage third-party subprocessors to process Customer Data in connection with providing the Services, provided that: (i) Tactik maintains a current list of subprocessors on its website or makes such list available to Customer upon request; (ii) Tactik provides Customer with at least forty-five (45) days’ prior written notice of any new subprocessor or material changes to existing subprocessors; (iii) Customer may object to any new subprocessor on reasonable data protection grounds by providing written notice to Tactik within thirty (30) days of receiving notice of the new subprocessor; (iv) if Customer objects on reasonable data protection grounds, Tactik will either: (a) not use the objected-to subprocessor for processing Customer’s Data; (b) implement additional safeguards to address Customer’s reasonable concerns; or (c) if neither (a) nor (b) is commercially feasible, permit Customer to terminate the affected Services and receive a pro-rata refund of prepaid fees for such Services; and (v) Tactik ensures that all subprocessors are bound by written agreements imposing data protection obligations substantially similar to those in this Agreement.
     • Breach Notification. Tactik shall notify Customer in writing without undue delay, and in any event within seventy-two (72) hours of confirmation, upon determining in its reasonable discretion that a Breach Incident has likely resulted in material unauthorized access to, or acquisition, disclosure, or loss of, Customer Data. Such notice shall include, to the extent known at the time: (i) a description of the nature of the Breach Incident, including the categories and approximate number of individuals and records affected; (ii) the likely consequences of the Breach Incident; (iii) a description of measures taken or proposed to address the Breach Incident and mitigate its potential adverse effects; and (iv) contact information for further inquiries. Tactik shall reasonably cooperate with Customer in investigating and remediating any Breach Incident and shall provide Customer with such additional information as is reasonably available to Tactik and reasonably necessary for Customer to assess the Breach Incident and comply with Customer’s legal obligations, including any notification obligations to individuals, regulators, or other third parties, provided that such information requests do not unreasonably interfere with Tactik’s investigation or remediation efforts. Customer shall be responsible for determining whether notice to affected individuals or regulators is required under applicable law and for providing such notice, provided that Tactik shall reasonably cooperate with such notification efforts at Customer’s expense.
     • Data Retention and Deletion. Tactik shall retain Customer Data only for as long as necessary to provide the Services or as required by applicable law. Upon termination or expiration of this Agreement, Tactik shall, within thirty (30) days following the end of any post-termination access period specified in the applicable Order Form (or such longer period as may be required by applicable law), either: (i) make Customer Data available for Customer to download in a commonly used electronic format for a period of fifteen (15) days, after which Tactik may securely delete such data; or (ii) upon Customer’s written request made within fifteen (15) days of termination and payment of applicable data export fees, return Customer Data to Customer in a commonly used electronic format. Tactik may securely delete or destroy all Customer Data in its possession or control following such period, except to the extent Tactik is required by applicable law to retain copies of such data. Tactik shall provide Customer with written certification of such deletion or destruction upon request. Notwithstanding the foregoing, Tactik may retain Customer Data in its backup systems for up to ninety (90) days following deletion, provided such retained data remains subject to the confidentiality and security obligations of this Agreement.
     • Customer Security Responsibilities. Customer is solely responsible for: (i) maintaining the confidentiality and security of Customer Account credentials, User IDs, passwords, and other authentication mechanisms; (ii) ensuring that Users exit or log off the Service at the end of each session; (iii) promptly notifying Tactik of any known or suspected unauthorized access to or use of Customer’s Account; and (iv) implementing appropriate security measures for Customer’s own systems, networks, and devices used to access the Services. Customer acknowledges that it is liable for all access to and use of the Services through Customer’s Account, whether authorized or unauthorized.
     • Security Audits and Certifications. Upon Customer’s reasonable written request, and subject to execution of a mutually acceptable confidentiality agreement, Tactik shall provide Customer with: (i) summaries of applicable security certifications (such as SOC 2 Type II reports); or (ii) summaries of security policies and procedures relevant to Tactik’s obligations under this Section 12.4. Tactik shall not be required to provide such information more than once per calendar year unless a Breach Incident has occurred affecting Customer Data.
  3. Data Transfers. Customer acknowledges that Tactik may process and store Customer Data in the United States and other jurisdictions where Tactik or its subprocessors maintain facilities. Tactik represents that any such transfers will be conducted in compliance with applicable data protection laws, including implementing appropriate safeguards such as standard contractual clauses where required by law.
     1. Feedback. If Customer provides Tactik with any comments, suggestions, ideas, recommendations, proposals, or other feedback relating to the Service or to any consulting services provided under the Agreement (“Feedback”), Tactik may use such Feedback for any purpose without compensation or obligation to Customer, provided such use does not violate Tactik’s confidentiality obligations under the Agreement. Customer grants Tactik an irrevocable, worldwide, royalty-free, transferable, sublicensable, and perpetual license to use, modify, and distribute such Feedback, as well as to incorporate such Feedback into products and services, provided that Tactik will not publicly attribute such Feedback to Customer without Customer’s prior written consent. This license does not extend to any Customer Data, trade secrets, or proprietary information that may be included in the Feedback, which shall remain subject to the confidentiality provisions of this Agreement.
     2. Governing Law (Choice of Law and Disputes). This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any legal action or proceeding arising out of or relating to this Agreement or the Online Services shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum. Notwithstanding the foregoing, nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement, including, without limitation, breaches relating to confidentiality, intellectual property rights, or unauthorized use of the Services or Online Services.
     3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the applicable Order Form or to such other address that may be designated by a party in writing in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). A Notice is effective only if: (i) the receiving party has received the Notice; and (ii) the party giving the Notice has complied with the requirements of this Section. A Notice will be deemed to have been received: (a) if delivered personally, upon delivery; (b) if sent by overnight courier, on the business day following dispatch; (c) if sent by email, upon confirmation of transmission during the recipient’s normal business hours (or on the next business day if confirmed outside normal business hours); or (d) if sent by certified or registered mail, five (5) business days after deposit with the postal service. For purposes of Notice, Tactik’s address is the address set forth in the applicable Order Form, and Customer’s address is the address associated with Customer’s Account or as otherwise specified in the Order Form. Either party may update its Notice address by providing written Notice to the other party in accordance with this Section. Notwithstanding the foregoing, routine operational communications, billing notifications, and system alerts may be provided via email to the email address(es) associated with Customer’s Account, and Customer is responsible for maintaining current contact information.
     4. Entire Agreement and Order of Precedence. This Agreement, together with all Order Forms and any exhibits, schedules, or addenda expressly incorporated herein (including any Data Processing Addendum), constitutes the entire agreement between the parties concerning the subject matter hereof (including without limitation Customer’s access to and use of the Services, the Website, and any other Online Services) and supersedes all prior or contemporaneous negotiations, discussions, proposals, representations, agreements, and understandings, whether written or oral, relating to such subject matter. Without limiting the foregoing, any prior “Master Services Agreement”, “Website Terms of Use”, or similar online master services agreement or terms and conditions of use published by Tactik are hereby superseded and replaced in their entirety by this Agreement with respect to any access to or use of the Website or other Online Services by or on behalf of Customer. In the event of any conflict or inconsistency between or among the terms and conditions of the documents comprising this Agreement, the following order of precedence shall apply (from highest to lowest priority): (i) the applicable Order Form (but only with respect to the specific Subscription(s) or transaction(s) covered by such Order Form); (ii) any executed addenda or amendments to this Agreement, or as specified in a specific Order Form; (iii) this Agreement; and (iv) the Documentation. To the extent Customer or any User is subject to our Privacy Policy (with respect to our collection, use, and disclosure of personal information) or any applicable mobile application end user license agreement (with respect to the use of a mobile application), such documents shall apply only to their limited subject matter and, in the event of any conflict with this Agreement, this Agreement shall control except where applicable privacy or consumer protection laws require otherwise. Any terms and conditions set forth in Customer’s purchase order, vendor forms, click-through terms, or other business documents shall be null and void and of no effect, even if signed or acknowledged by Tactik, unless such terms are expressly incorporated into an Order Form or amendment signed by an authorized representative of Tactik. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The parties expressly reject any different or additional terms proposed by either party in any purchase order, confirmation, acceptance, invoice, or other business form, and such terms shall have no effect even if the other party fails to object to such terms.
     5. Modifications. Tactik reserves the right to modify this Agreement at any time, provided that such modifications shall not apply to existing Subscriptions during their then-current Subscription Term. Tactik will provide Customer with at least sixty (60) days’ advance written notice (including by email to the email address associated with Customer’s Account) of any material modifications to this Agreement. If Customer objects to any such modification, Customer may terminate the affected Subscription(s) by providing written notice to Tactik within thirty (30) days of receiving notice of the modification, in which case the termination will be effective at the end of the then-current Subscription Term, and Customer will not be obligated to renew under the modified Agreement. Customer’s continued use of the Services following the effective date of any modification shall constitute Customer’s acceptance of such modification for any Renewal Term. Modifications to Order Forms, Service levels, pricing, or other commercial terms and conditions specific to Customer’s Subscription(s) may only be made by written amendment executed by authorized representatives of both parties. Tactik may update the Documentation from time to time to reflect changes in functionality, features, or usage instructions. Such updates to Documentation shall not be deemed modifications to this Agreement requiring notice under this Section, provided such updates do not materially diminish the functionality of the Services during the then-current Subscription Term.
     6. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, acts of government, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, fire, flood, earthquake, power failures, internet outages, failures of telecommunications or hosting services, or failures of third-party service providers (“Force Majeure Event”). The party affected by a Force Majeure Event shall: (i) provide prompt written notice to the other party of the Force Majeure Event, including the anticipated duration and impact on its ability to perform; (ii) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable; and (iii) provide regular updates to the other party regarding the status of the Force Majeure Event and efforts to resume performance. If a Force Majeure Event prevents Tactik from providing the Services for more than fifteen (15) consecutive days, Customer may, upon written notice to Tactik, receive a pro-rata credit for the affected Services during the period of non-performance, or, if the Force Majeure Event continues for more than thirty (30) consecutive days, Customer may terminate the affected Subscription(s) upon written notice to Tactik and receive a pro-rata refund of any prepaid fees for the terminated Subscription(s) covering the period after the effective date of termination. For clarity, this Section 12.10 does not excuse Customer’s payment obligations for Services rendered before or during a Force Majeure Event, nor does it excuse Customer’s obligation to pay for Services that remain available during such event. This Section 12.10 shall not limit any other rights or remedies available to either party under this Agreement or applicable law.
     7. Audit. To the extent permitted by applicable law, Customer agrees to allow Tactik to audit Customer’s compliance with the Agreement upon thirty (30) days prior written notice, no more than once per calendar year (unless a prior audit revealed a material breach), during Customer’s normal business hours, and in a manner that does not unreasonably interfere with Customer’s business operations. Tactik will bear its own costs for such audits unless the audit reveals that Customer has underpaid Fees by more than five percent (5%), in which case Customer will reimburse Tactik’s reasonable audit costs. All information obtained during such audit will be treated as the Customer’s Confidential Information.
     8. “Beta,” “Tech Preview,” or “Labs Services.” Unless expressly designated as such in an Order Form, the Service does not include “Beta,” “Tech Preview,” or “Labs Services.” If Customer elects to use any Beta, Tech Preview, or Labs Services, Customer acknowledges that, notwithstanding anything to the contrary in the Agreement, such services are offered “AS-IS” and “AS AVAILABLE” for internal demonstration, test, or evaluation purposes only, with limited warranties. Such services may contain bugs, errors, and other defects. Tactik does not guarantee that such services will be announced publicly or made generally available. Tactik has limited obligations to provide technical support for such services, and such services may be suspended or terminated by Tactik with thirty (30) days’ prior written notice to Customer, except in cases of emergency. Notwithstanding the foregoing, Tactik remains responsible for compliance with applicable data protection and security laws with respect to any Customer Data processed through such services, and the data protection, confidentiality, and security provisions of this Agreement will continue to apply.