Effective as of March 25, 2018
By using this website (the “Site”) or any services provided through this Site, you, and each of your employees, agents, partners, clients, affiliated companies or other affiliates who utilize the Site by means of your User account(s) (individually and collectively, “you,” “your,” or “User”) agree to the terms and conditions that Tack Works, Inc. and its affiliates (“Tack Works,” “us,” “our,” or “we”) have provided. This Agreement between us and User supersedes all previous written and oral agreements, representations, and warranties. If you do not wish to agree to these terms of service (the “TOS” or “Agreement”), please refrain from using the Site.s provided through this Site, you (“you,” “your,” or “User”) agree to the terms and conditions that Tack Works, Inc. and its affiliates (“Tack Works,” “us,” “our,” or “we”) have provided. This Agreement between us and User supersedes all previous written and oral agreements, representations, and warranties. If you do not wish to agree to these terms of service (the “TOS” or “Agreement”), please refrain from using the Site.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. BY ACCESSING AND/OR USING THE SITE (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THIS AGREEMENT, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH BELOW. SUCH CHANGES BECOME EFFECTIVE IMMEDIATELY AND IF YOU USE THE SITE AFTER THEY BECOME EFFECTIVE SUCH USE WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE CHANGES. YOU SHOULD CHECK BACK FREQUENTLY AND REVIEW THIS AGREEMENT REGULARLY SO YOU ARE AWARE OF THE MOST CURRENT RIGHTS AND OBLIGATIONS THAT APPLY TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE SITE.
Tack is a website (foundontack.com) owned by Tack Works that provides a platform for Users to utilize photographs, videos, images, designs, logos, marks, links, computer files, computer code and/or other intellectual property (“Creator Works”) created by third parties (each, a “Creator” and collectively, “Creators”) in connection with the Users’ marketing and sales activities, and provides a platform for Users to store and manage their digital assets, all in accordance with the terms and conditions of this Agreement.
You agree that this Agreement is supported by good and valuable consideration the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Site and the materials and information available on the same and the possibility of your use of Creator Work(s) in connection with your marketing and sales activities.
1. User Conduct
All Users are required to abide by the following rules of conduct.
We have no obligation to monitor the Site, but we can, and we may remove anything that a User posts for any or no reason.
2. User Interaction with Site
If you use this Site to interact with us or other Users, or to use our general contact form, you must provide accurate information about yourself when such information is required. You cannot use this Site to sign up other people or entities for services without their consent.
3. Creator Works and User Provided Content
You may only use Creator Work(s) in accordance with the terms and conditions of this Agreement (including without limitation the Licensing Agreement). When using the Licensing Agreement provided by us, you acknowledge that you shall receive a sublicense to use the Creator Work(s) via that Licensing Agreement between us and the given Creator(s), and you agree to use reasonable commercial efforts to provide attribution to the Creator(s) in any use of the given Creator Work(s) by you. Licenses to Creator Work(s) received via your own custom licensing agreement between you and the Creator(s) of given Creative Work(s) (which may be used as a substitute for and in place of our Licensing Agreement, as you determine) shall be subject to the terms and conditions of that agreement. If you choose to utilize your own custom licensing agreement, you acknowledge and agree that you shall be solely and exclusively responsible for the terms, conditions and obligations under that agreement and all liability related thereto. You may only share or upload content to the Site that you have created or have permission to use, publish, upload or otherwise transfer to or on this Site. You will retain the copyright in your original work that you post on this Site.
You will not use Creator Work(s) to create a “stock photo” or “stock video” service. Creator Work(s) will be used only on behalf of the entity that contacted the Creator.
By transferring your content to the Site, you hereby simultaneously grant Tack Works, or warrant that the owner of that work or content has expressly granted, a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, paid-in-full, fully sublicensable and transferable right and license to store, display, transmit and/or otherwise transfer your content (in whole or in part) on or in connection with the Site, by any and all means now known or hereafter devised.
4. Links, Sponsorship, and Guest Posts
We may provide links to other websites on this Site. Providing a link, however, is not an endorsement. We shall not be responsible for any material on any site to which we provide a link. User assumes all risk by following a link. Tack Works provides no guarantee that any website it links to will be accurate or available.
We reserve the right to post sponsored ads and posts on this Site. Providing the opportunities to others to advertise or promote a product or service is not an endorsement by Tack Works. We cannot guarantee the veracity of any statements made by sponsors or guest writers.
5. Copyrights and Trademarks
Tack Works retains its copyright rights in all its content published on this Site. Users may request permission to use or repurpose our content by contacting us at [email protected]foundontack.com. “Tack” and any related logos, slogans, and brands are trademarks for Tack Works and may not be used without our explicit prior written permission, on a use-by-use basis. Any violation of this policy may result in a copyright, trademark, or other intellectual property right infringement that may subject User to civil and/or criminal penalties.
6. Digital Millennium Copyright Act (DMCA) Policy
We have adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act (“DMCA”).
Copyright Policy. It is our policy to comply with the DMCA and any equivalent law in other countries where the Site is made accessible. We shall:
Copyright Notice. Copyright owners or any agents thereof who believe that any work or content used on or by the Site infringes upon their copyrights may submit a notification pursuant to the DMCA by providing our Copyright Agent (whose contact information is below) with the following information in writing (please consult your legal counsel or see 17 U.S.C § 512(c)(3) for further detail):
Such written notice should be sent to our designated Copyright Agent via mail or email: Tack Works, Inc., Attn: DMCA/Copyright Agent, 10531 4S Commons Dr. Suite 659, San Diego, CA 92127 or [email protected]
You acknowledge and agree that if you fail to comply with the requirements dictated above, your DMCA notice may be invalid. Please also note that under Section 512(f) of the DMCA any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Counter-Notification. If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. § 512(g)(3) to confirm these requirements):
If we receive a Counter-Notification, we may send a copy of the Counter-Notification to the original complaining party informing them that they may replace the removed work or content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the given work or content provider or User, the removed work or content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
You agree to defend, indemnify, and hold harmless Tack Works, Inc., its affiliates, and their respective directors, officers, members, managers, employees, agents, partners, clients, affiliated companies, and each of their related companies (the “Indemnified Parties”) from and against all claims, liabilities, losses, damages, obligations, costs and expenses, including attorneys’ fees, arising out of or related to (a) your access to or use of the Site; (b) any work or content provided by you or through use of the Site; (c) any actual or alleged violation or breach by you of this Agreement; (d) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (e) your acts or omissions. To the extent permitted under applicable laws, User hereby releases the Indemnified Parties from any and all claims or liability related to any product or service provided through this Site and any conduct or speech, whether online or offline, of any other User.
8. Dispute Resolution; NO CLASS ACTIONS
By using this Site, User agrees that any claim, dispute, or controversy User may have against us arising out of, relating to, or connected in any way with this Agreement, or this Site, shall be resolved exclusively in the state and federal courts located in San Diego County, California. By using this Site, User agrees to exclusively submit to this jurisdiction. California law shall govern all disputes related to this Site.
We are not responsible for any disputes between you and anyone you interact with using this Site. You agree to resolve these disputes directly with the other party and release Tack Works from all claims and liabilities related to your interactions with others using this Site.
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
9. Modified Terms of Service
We reserve the right at any time to discontinue or modify any of these TOS as we deem necessary or desirable, in our sole discretion. We may notify Users of changes by posting notice of the change on the Site. Changes to this Agreement may occur, however, without notice. Any changes to these TOS will be effective upon the changes being made to this Agreement.
We suggest, therefore, that you re-read these TOS periodically in order to stay informed as to any such changes. The date at the top of these TOS will inform you of the date of the most recent change. Any use of the Site by User after the changes are made shall be deemed to constitute acceptance by User of such modifications.
10. WARRANTY DISCLAIMER
USER EXPRESSLY AGREES THAT USE OF THIS SITE IS AT USER’S SOLE RISK. THE SITE, CONTENT AND SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED ENTITIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE SITE, CONTENT, OR SERVICES PROVIDED ON OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, CONTENT, OR SERVICES PROVIDED ON OR THROUGH THE SITE; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SITE OR ACCESSED THROUGH THE SITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE; (6) WARRANTIES THAT YOUR USE OF THE SITE WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN THE SITE WILL BE CORRECTED.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE INDEMNIFIED ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE ABOVE LISTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THIS AGREEMENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE INCLUDING, WITHOUT LIMITATION, THE SITE CONTENT IS TO STOP USING THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SITE OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SITE OR ANY LINKS ON THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE SITE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE INDEMNIFIED ENTITIES EXCEED ONE HUNDRED U.S. DOLLARS ($100). FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE SITE OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
12. Contact Information
Questions and complaints may be sent to Tack Works, Inc. at 10531 4S Commons Dr. Suite 659, San Diego, CA 92127 or via email at [email protected]
13. Payment Information
We may offer a paid subscription services via this Site. Payments that are processed through a third-party service (Stripe.com) are subject to that service’s terms of service. Subscription payments may be made monthly or annually. If you terminate your subscription within 30 days of starting or renewing, you may receive a partial refund at our discretion. You may cancel your subscription at any time. Your subscription shall be automatically renewed and, by not cancelling your subscription, you agree to the then-applicable subscription fee.
This Agreement shall constitute the entire agreement of the parties with respect to the subject matter in this document. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default.
The section headings used in this Agreement are for convenience only and shall be of no legal force or effect.
If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. If a provision is found to be invalid, the parties hereby request that the intention of the invalid provision be upheld wherever possible. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided by this Agreement.
Tack Works may terminate this Agreement with any User at any time for violations of the Site’s TOS. Without limiting the foregoing, we shall have the right to immediately terminate or suspend any User subscriptions (as well as any and all license(s) or sublicense(s) you may have or authorized in connection with the Creator Work(s) under one or more Licensing Agreements), in the event of any conduct by User or which Tack Works in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.
16. Data Processing Agreement for GDPR compliance
Tack Works can provide a DPA for GDPR-affected clients. Please contact us at [email protected]