Terms of Service

TagniFi, LLC (“TagniFi”), a Florida limited liability company, provides you (“Licensee”) with one or more unique keys (the “Keys”) to permit you to access TagniFi’s On-Demand services (“Services”) offered by TagniFi either through its Excel add-in (“Spreadsheet Add-in”) or through its application programming interface (“TagniFi API”) by Licensee in connection with the Purpose, subject to your compliance with these TagniFi On-Demand Terms of Service (the “Terms” or the “Agreement”).

BY CLICKING ON THE “SIGN UP” BUTTON ON THE ORDER PAGE, LICENSEE AGREES TO ACCEPT AND BE BOUND BY THESE TERMS.

Licensee acknowledges that it has read these Terms carefully before accessing or using Services.  Unless otherwise agreed to in another agreement between Licensee and TagniFi, these Terms contain the complete expression of the rights and limitations associated with Licensee’s use of Services.

These Terms may be updated by TagniFi at any time, and TagniFi will undertake reasonable efforts to notify Licensee of such changes. However, Licensee understands and agrees that it is solely responsible for reviewing these Terms from time to time, the most current version of which will be available at http://about.tagnifi.com/terms. Any continued use of Services by Licensee after Licensee has been notified of any changes thereto, or after the amended Terms have been posted online, shall constitute Licensee’s consent and agreement to be bound by such amended Terms.

SHOULD LICENSEE OBJECT TO ANY PROVISION OR CONDITION OF THESE TERMS, OR ANY SUBSEQUENT MODIFICATIONS THERETO, OR BECOME DISSATISFIED WITH SERVICES IN ANY WAY, LICENSEE SHOULD IMMEDIATELY DISCONTINUE USE OF SERVICES.

TagniFi may monitor Licensee’s use of Services for any reason, including but not limited to: (i) quality assurance; (ii) the improvement of TagniFi products and services; and (iii) verification of Licensee’s compliance with these Terms. Licensee shall not interfere with such monitoring or otherwise obscure from TagniFi any aspect of Licensee’s use of Services.

1. Services

1.1 Services. Subject to Licensee’s continued compliance with these Terms, TagniFi grants to Licensee a non-exclusive, non-transferable, non-sublicensable right and subscription to access Services solely (i) to display or otherwise use TagniFi’s financial, market and company data (“Licensed Data”) in its spreadsheets via the Spreadsheet Add-in, or (ii) to use the Licensed Data via the TagniFi API for a website or software application (“API Client”)(collectively the “Purpose”).

1.2 Order Page; Subscription Plan. In order to obtain a Key to access Services, Licensee will be required to submit certain information to TagniFi through an order page (“Order Page”) for the applicable subscription plan (“Plan”) and will, thereafter, manage their account on the TagniFi website.  Licensee represents that all information submitted to TagniFi on the Order Page is true and accurate.  Licensee will identify specific users in its account who will be authorized to access Services (“Authorized Users”).  Each Authorized User will be given a unique Key to access Services via the Spreadsheet Add-in, which Key may not be shared with anyone. Licensee is solely responsible for the security of its account and solely liable for the actions of Authorized Users.

1.3 Scope of Subscription Rights. The rights granted by TagniFi to Licensee for Services are personal to Licensee and its Authorized Users to use and access Services strictly for the Purpose.  Except as otherwise provided herein, no Key may be shared by more than one individual or assigned to new users without the consent of TagniFi, which may be withheld by TagniFi in its sole and absolute discretion.

1.4 Third Party Services.  Licensee acknowledges that Services may include access to third party data, software, and/or services (“Third Party Services”), including but not limited to financial market data provided by Quotemedia.com.  By accessing Services, Licensee is agreeing to be bound by each of these third parties’ terms with respect to their respective Third Party Services.  Quotemedia.com’s Terms of Use are available at http://www.quotemedia.com/legal/tos/.

1.5 Usage Limits.  The Order Page will set forth any applicable usage limits and quotas (“Usage Limits”), including but not limited to the number of daily requests that each Authorized User may receive.  TagniFi may adjust the Usage Limits at its discretion and will exercise commercially reasonable efforts to notify Licensee of any such adjustments.  All Usage Limits shall be measured using Eastern Standard Time and will account for daylight savings time. Any attempt by Licensee to circumvent or exceed the Usage Limits for Licensee’s Plan shall constitute a breach of this Agreement, pursuant to which TagniFi may disable access to the Services and terminate Licensee’s account.

1.6  Upgrades. Licensee understands and acknowledges that TagniFi has the right to modify and update (or refrain from modifying and updating) Services at any time, provided however, that TagniFi will notify Licensee of any material changes in the existing functionality or capabilities of Services. TagniFi shall be under no obligation to provide any updates, improvements or enhancements. All right, title and interest in and to any upgrades, enhancements, and special programming shall vest in and belong to TagniFi. Licensee specifically acknowledges that some additional services or upgrades may be developed for Services, for which TagniFi may require the payment of additional fees or other terms and conditions in order for Licensee to be entitled to use such additional services or upgrades.  Such services or upgrades shall not be deemed to be Services hereunder absent payment of such fees or compliance with such conditions.

2. Fees and Payment Terms

2.1  Free Accounts.  Certain Plans, including but not limited to the On-Demand Free plan, are available to Licensee at no charge.  For these Plans, the payment and fee terms below are not applicable.

2.2  Paid Accounts.  Certain Plans, including but not limited to the On-Demand Plus plan and the On-Demand Pro plan, will only be available to Licensee in exchange for Licensee’s payment of a non-refundable, monthly usage fee (the “Usage Fee”), which Usage Fee will cover Licensee’s subscription for the following month. Licensee will initially be charged the Usage Fee at the time it registers for its account.  Upon registration, Licensee will be required to submit valid credit card information that will automatically be charged for the Usage Fee at the time of such submission and on a monthly basis thereafter.  Usage Fees shall be processed on a reoccurring basis by TagniFi and automatically charged to Licensee’s credit card.  There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.  TagniFi may deny access to Services if the Usage Fee is not timely paid.  Any amount not paid when due will bear interest until paid at a rate equal to the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law.

2.3 Pricing. The Usage Fee applicable to Licensee’s Plan will be in the amount and on the terms listed on TagniFi’s then-current pricing schedule, which is available at http://about.tagnifi.com.  TagniFi’s pricing schedule is subject to change from time-to-time at TagniFi’s discretion.

2.4 Taxes. The Usage Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use, or withholding taxes assessable by any local, state or federal jurisdiction that may be levied upon the Services or Licensee’s use thereof, and Licensee shall be responsible for payment of all such taxes, levies, and duties (excluding only taxes imposed on or measured by TagniFi’s income) and will hold TagniFi harmless for the payment of any and all such taxes.

2.5 Credit Card Processing.  Licensee uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to store, retain or use Licensee’s billing information except to process Licensee’s credit card information for TagniFi.  TagniFi’s handling of Licensee’s personal information shall be in accordance with Licensee’s Privacy Policy, which can be found at http://about.tagnifi.com/privacy.

3. Services via Spreadsheet Add-in

3.1  Use of Licensed Data. Notwithstanding the restrictions set forth in Section 6 of these Terms, to the extent Licensee accesses Services via the Spreadsheet Add-in, Licensee may reproduce Insubstantial Amounts of Licensed Data in the normal conduct of its business, for use in reports, memoranda and presentations to Licensee’s employees, customers, agents and consultants.  For purposes of these Terms, “Insubstantial Amounts” of the Licensed Data means an amount of the Licensed Data that (i) has no independent commercial value; (ii) could not be used by Licensee as a substitute for the Services or a discrete or substantial part of Services; (iii) is not separately marketed by Licensee, an affiliate of Licensee or a third party source; and (iv) is not regularly or systematically retrieved in a manner that does not satisfy clauses (i)-(iii) of this definition. TagniFi shall have the right to require Licensee to cease the aforementioned use immediately upon notice from Licensor if, in the sole reasonable judgment of TagniFi, TagniFi believes that such use involves more than an Insubstantial Amount of the Licensed Data.

3.2  Effect of Termination.  Upon termination of these Terms for any reason, Licensee shall immediately cease using the Licensed Data or any portion thereof, expunge all Licensed Data from its storage facilities and destroy all documentation related thereto, except that copies of Licensed Data stored in archived backup media may be destroyed and overwritten in the ordinary course of Licensee’s business, in accordance with its standard information retention policies.  Upon TagniFi’s request, Licensee shall certify in writing its compliance with the foregoing and provide evidence of its cessation of use of Licensed Data.   Notwithstanding the foregoing, Licensee may retain: (i) Licensed Data to the extent required by applicable law; and (ii) Insubstantial Amounts of Licensed Data for use in the ordinary course of business, in each case subject to Licensee’s continued compliance with these Terms.  Licensee acknowledges that TagniFi would suffer irreparable harm for which Licensee could not be adequately compensated with money damages if Licensee breaches any of the terms of this Section 3.2. Licensee therefore agrees that TagniFi is entitled to injunctive relief to enforce this Section 3.2 and hereby waives any requirement that TagniFi post a bond or other security in connection with the granting to TagniFi of such injunctive relief

4. Services via TagniFi API

4.1  TagniFi API Restrictions.  To the extent Licensee accesses Services via the TagniFi API, Licensee shall not: (i) cache, store, retain, or in any way compile any copies or portion of any Licensed Data by any means; (ii) replicate, in whole or in part, the “look and feel” of Services with Licensee’s API Client. Licensee’s API Client may not be composed of a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between TagniFi and Licensee’s API interface among users thereof; or (iii) disparage or otherwise negatively represent TagniFi through Licensee’s API Client.

4.2  Attribution Requirements.  Licensee shall provide proper attribution to TagniFi on each page of its Client API where Licensed Data is displayed or otherwise accessible, as specified in the TagniFi Attribution Guidelines, available at http://about.tagnifi.com/attribution, which may be modified by TagniFi at any time.  All hyperlinks associated with Licensed Data shall navigate directly to TagniFi’s website.

4.3  Licensee Terms of Service.  Use of Licensee’s API Client must be subject to, and API Client shall make available to all users, terms of service  (“Licensee Terms of Service”) wherein Licensee discloses the use of Licensed Data and provides a link to these Terms, at http://about.tagnifi.com/terms.  Additionally, Licensee Terms of Service must include the following text: “Certain information contained in the product: (1) is proprietary to TagniFi, LLC and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither TagniFi nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.”

4.4  TagniFi Marks. TagniFi grants Licensee a non-exclusive license to use the TagniFi Marks solely in connection with their display on or through the API Client and in Licensee Terms of Service as delivered by TagniFi in order that Licensee may comply with Sections 4.2 and 4.3 above.  TagniFi retains the right to pre-approve all uses of the TagniFi Marks by Licensee.  TagniFi may terminate Licensee’s license to use the TagniFi Marks at any time for any or no reason. Licensee shall not at any time challenge or assist others to challenge TagniFi Marks or their registration (except to the extent Licensee cannot give up that right by law) or to register any trademarks, marks, domains, or trade names confusingly similar, in TagniFi’s discretion, to those of TagniFi. This prohibition survives any termination or expiration of this Agreement.  For purposes of these Terms, “TagniFi Marks” means the trade names, trademarks, service marks, logos, domain names, and other distinctive marks of TagniFi.

5. Licensee Obligations.

Licensee shall: (i) comply with all applicable Usage Limits; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of Services or Licensed Data, and notify TagniFi promptly of any such unauthorized access or use; and (iii) use the Services and Licensed Data strictly in accordance with these Terms and with all applicable laws and regulations.

6. Service Restrictions.

Licensee agrees that it will not: (i) rent, lease, license, loan, transfer, assign, sell, copy, sublicense, commercialize, distribute or otherwise use or provide access to Services or Licensed Data, in whole or in part, on a temporary or permanent basis, to any third party, except as expressly permitted by these Terms or with TagniFi’s express written consent; (ii) use the Services, the Licensed Data, or any portion thereof to create any tool, application or software product, except as expressly permitted by these Terms; (iii) use Services or Licensed Data for any purpose other than the Purpose or in any unlawful manner whatsoever; (iv) remove, alter, obfuscate, and/or otherwise deface any proprietary notices on the Services or Licensed Data; (v) access Services by any means other than through the Spreadsheet Add-in or the TagniFi API, as applicable; (vi) modify, alter, adapt, copy, decompile, disassemble, reverse engineer, reserve assemble or emulate the functionality of, reverse compile, attempt to derive the source code of, reduce to human readable form, or create derivative works of Licensed Data, Services, any TagniFi website or the underlying software used therein, in whole or in part; (vii) interfere or attempt to interfere in any manner with the proper workings of Services, or create or distribute any API Client that adversely affects the functionality or performance of Services or other services provided by TagniFi; (viii) compromise the integrity of any Licensed Data made available through Services; (ix) circumvent or render ineffective any IP address-based functionality or restriction; (x) use Services in any way that infringes the copyrights or other Intellectual Property Rights of TagniFi or any third party; (xi) use any means, including but not limited to script or programming, to scrape or mine the Licensed Data or other content associated with Services or any TagniFi website; (xii) permit any individual or entity, other than Licensee or its Authorized User(s), to use Licensee’s Keys; (xiii) use any Key that is not specifically assigned to Licensee; (xiv) mask Licensee’s usage of Services; (xv) use Services in association with, or as a component of, any website that, in the sole discretion of TagniFi, is determined to be obscene or otherwise inappropriate; (xvi) access Services for the purpose of powering a website for a third party or to resell any Licensed Data, except with TagniFi’s prior written consent; or (xvii) access Services in order to take Licensed Data and aggregate it with data from multiple sources, or for any other competitive purposes.

7. Ownership.

7.1 Licensee acknowledges that TagniFi and its licensors and service providers are the owners of all right, title and interest in and to all Intellectual Property (as defined below) and all Intellectual Property Rights (as defined below) in Services, TagniFi’s website, Licensed Data, all underlying software used therein, and all documentation and content in connection therewith, in any form whatsoever, including: (i) the technology available as part of or embodied in Services; and (ii) all content, including but not limited to text, software, music, sound, photographs, video, graphics, or other material contained in or provided as part of Services.  Licensee hereby assigns any and all rights it may be deemed to own in the foregoing to TagniFi.  Licensee acknowledges that Services, Licensed Data, and any other products or services offered by TagniFi are protected by United States and international copyrights, patents, trademarks, service marks, trade secrets or other proprietary and intellectual property rights and laws, as applicable.  Licensee acknowledges that it claims no proprietary rights in any Intellectual Property of Licensee, Services, or Licensed Data, and will be entitled to only such rights as are granted to Licensee pursuant to any and all agreements between TagniFi and Licensee.  Services and Licensed Data may be used only in accordance with the terms and conditions of this Agreement.  TagniFi and Licensee acknowledge that, in the event of any third party claim that the Services or Licensed Data infringes such third party’s intellectual property rights, TagniFi will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, subject to this Agreement.  Licensee is the owner of all right, title and interest in and to all Intellectual Property and all Intellectual Property Rights in Licensee’s API Client, excluding Licensed Data and Intellectual Property and Intellectual Property Rights therein.

7.2 “Intellectual Property” shall mean all algorithms, application programming interfaces (“APIs”), concepts, confidential information, customer and other lists, designs, diagrams, documentation, drawings, files, flow charts, formulae, discoveries, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, notes, plans, presentations, procedures, processes, proposals, protocols, reports, records, schematics, software code (in any form including source code and executable or object code), specifications, spreadsheets, subroutines, techniques, uniform resource identifiers including uniform resource locators (“URLs”), user interfaces, web sites, works of authorship, and other forms of technology.

7.3   “Intellectual Property Rights” shall mean all past, present, and future rights in and to the Intellectual Property, which may exist or be created under the laws of any jurisdiction in the world, including but not limited to all rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of such Intellectual Property.

8. User Content Posted on the Services

8.1 You understand that all postings, messages, text, images or other materials (“Content”) posted or published on, uploaded to, transmitted through, or linked from (hereinafter, “post” or “posted”), the Services are the sole responsibility of the person from whom such Content originated. You understand that TagniFi does not control, and is not responsible for, Content made available through the Services, and that by using the Services, you may be exposed to Content that is  inaccurate or not current. Furthermore, the Site and Content available through the Service may contain links to other websites which are completely independent of TagniFi. TagniFi makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will TagniFi, its affiliates, or partners be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise made available via the Services. You acknowledge that TagniFi does not pre-screen or approve Content, but that TagniFi shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any Content that is available via the Service, in connection with violations of the letter or spirit of the Terms of Service or for any other reason.

8.2 TagniFi, its affiliates and partners, shall have no liability for investment or other decisions based upon any Content and/or decisions based upon a contrarian view of any Content. The Content is to be used for informational and entertainment purposes only and we cannot provide investment advice for any individual. We advise that you contact your investment advisor before making any investment related to any information received from the Services. TagniFi, its affiliates and partners specifically disclaim any and all liability or loss arising out of any action taken in reliance on Content, including but not limited to market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.

8.3 You are solely responsible for the Content that you post on or through the Services, or otherwise transmit to or share with other Licensees (collectively, the “User Content”). You may not post or share User Content on the Services that you did not create or that you do not have permission to post. You acknowledge that TagniFi does not pre-screen or approve User Content, but that TagniFi shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any User Content that is available via the Services, in connection with violations of the letter or spirit of the Terms of Service or for any other reason. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Service or otherwise provide to TagniFi.

8.4 When you post User Content to the Services, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Services. By posting User Content to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to TagniFi an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Services or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. Please be advised that TagniFi will not accept requests to remove User Content. TagniFi does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms of Service, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

9. PrivateComps

9.1 Licensee Contributed Data; Right to Use PrivateComps.  Licensee has the option to contribute data, including but not limited to transaction size, company financials, valuation, lending terms, or legal terms (“User Contributions”), to PrivateComps. These contributions help improve and enrich the Services.  As a condition for accessing PrivateComps, Licensees are required to contribute complete and accurate data for all transactions involving their organization. This includes, but is not limited to, transaction value, revenue, EBITDA, financing terms, indemnification terms, escrow/holdback terms, if applicable, and any other transaction information that may become available on PrivateComps. (“Mandatory Transaction Data”). To keep the database current, Licensees must submit Mandatory Transaction Data on a monthly basis, using the formats and submission guidelines provided by TagniFi. Failure to submit data as required may result in temporary suspension of access to the database until compliance is achieved. If a Licensee fails to contribute Mandatory Transaction Data, TagniFi reserves the right to terminate the user’s access to TagniFi and PrivateComps. Termination will be preceded by a warning notification, giving the user a 30-day grace period to comply with the data contribution requirement. Licensees whose access has been terminated due to non-compliance with the data contribution requirement may apply for reinstatement. Reinstatement is at the sole discretion of TagniFi and may require Licensee to submit any outstanding Mandatory Transaction Data and agree to future compliance with data contribution requirements.

9.2 Use of Contributed Data.  Mandatory Transaction Data contributed by Licensees will be used to enhance the quality, relevance, and value of the database provided by TagniFi. The use of such data will be in accordance with our Privacy Policy, with a commitment to protecting the confidentiality and legal requirements of our users. By submitting User Contributions, Licensee grants TagniFi an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Contributions in connection with the service provided by TagniFi and its successors and affiliates. Licensee is solely responsible for Licensee’s User Contributions and the consequences of posting or publishing them. TagniFi does not endorse, verify or affirm any User Contribution or any opinion, recommendation, or advice expressed therein.  TagniFi reserves the right but is not obligated, to monitor and edit or remove any User Contributions. TagniFi also reserves the right to remove or refuse to distribute any User Contributions through the service, to suspend or terminate users, and to reclaim account information without liability to Licensee.

9.4 Confidentiality of Contributed Data. Licensee has the option to mark all or certain portions of the Mandatory Transaction Data as “Confidential.” Data marked as confidential must be clearly identified at the time of submission using the mechanisms provided by TagniFi.  TagniFi is committed to protecting the confidentiality of data marked as such by Licensees. Confidential data will be stored securely and will only be accessed by authorized TagniFi personnel who are bound by confidentiality obligations. TagnFi will not use or disclose any confidential data for any purpose other than as provided in these Terms.  TagniFi will not sell, transfer, assign or provide any confidential data to any third party other than as provided in these Terms. Confidential data may be disclosed as part of cohort analyses. However, such disclosure will only occur if the cohort analysis includes data from at least 3 distinct transactions, ensuring that individual transactions cannot be identified. TagniFi will employ appropriate aggregation and anonymization techniques to further protect the confidentiality of individual transactions within any published analysis.  At no time will TagnFi publish confidential data as a single transaction or in any manner other than as part of a cohort analysis.  The confidentiality obligations described in this Section 9.4 do not apply to any information that: (a) becomes publicly known through no fault of TagniFi; (b) is received from a third party without a breach of any obligation of confidentiality; (c) was independently developed by TagniFi without use of or reference to the Licensee’s confidential data; or (d) is required to be disclosed by law, upon which TagniFi will provide Licensee with prompt notice, subject to legal restrictions, to enable the user to seek a protective order or other appropriate remedy.

9.5 Use and Distribution of Contributed Data.  Data and reports accessed or obtained using PrivateComps shall be used solely for internal use within Licensee’s own organization. Licensees agree not to publish, distribute, share, or otherwise make available such data or reports to third parties, nor to use it for any commercial purposes outside its organization’s direct business activities, without obtaining prior written permission from TagniFi, which permission may be withheld by TagniFi in its sole and absolute discretion. Should Licensee wish to publish, distribute, or otherwise use the data externally, including for purposes such as academic research, public presentations, or commercial products, Licensee must first submit a written request to TagniFi. This request must detail the specific data intended for external use, the purpose of such use, the means of distribution, and the intended audience. TagniFi reserves the right, at its sole and absolute discretion, to approve or deny such requests based on considerations including but not limited to the preservation of data confidentiality, the protection of proprietary information, and adherence to applicable legal and regulatory standards.

10. Term and Termination.

10.1  Term.  This Agreement shall be effective as of the date Licensee accepts this Agreement by clicking the “SIGN UP” button on the Order Page and shall continue in effect until either party terminates the Agreement.

10.2  Termination by TagniFi.  TagniFi reserves the right to terminate this Agreement or discontinue Services or any portion or feature thereof, for any or no reason, at any time, without liability to Licensee.

10.3  Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted by one party to the other party under this Agreement shall immediately cease, and where appropriate, revert back to the granting party, except as otherwise provided herein; (ii) Licensee shall immediately cease all use and access of Services and Licensed Data, except as otherwise provided herein; and (iii) all amounts owing from Licensee to TagniFi shall become immediately due and payable without further notice or demand, which is expressly waived by Licensee.

10.4  Audit Right.  For a period of one (1) year following the termination of this Agreement, upon reasonable advance notice to Licensee and during normal business hours, Licensee will allow TagniFi, its affiliates, and their respective agents to have such access as it or they may reasonably require to any location at which the Services were used by Licensee or any Authorized User for the sole purpose of confirming Licensee’s compliance with Sections 3.2 and 8.4 of these Terms.  TagniFi shall not exercise the foregoing right more than once, and any such audit will be carried out in compliance with Licensee’s reasonable security and confidentiality requirements.

10.5 Suspension of Services. In addition to TagniFi’s rights to terminate these Terms, access to Services may be suspended or interrupted by unanticipated events or as necessary for TagniFi to perform maintenance on Services. TagniFi will have the right to suspend access to Services in these situations and will not be liable to Licensee for any such suspension or interruption.

11. Mutual Representations and Warranties.

11.1  Each party represents and warrants to the other as follows: (i) it has all necessary power and authority to enter into these Terms, to grant to the other party all of the rights granted hereby and to perform its obligations hereunder; (ii) these Terms are and shall remain the valid, legal and binding obligation of such party, enforceable against it in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights or by principles of equity; and (iii) The acceptance and performance of these Terms does not conflict with or result in a breach of, any agreement, written or oral, to which it is a party or by which it or its property is bound.

12. No Warranty.

12.1 LICENSEE AGREES TO USE SERVICES AND LICENSED DATA AT ITS SOLE RISK, AND TAGNIFI SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ITS USE OF, ACCESS TO OR RELIANCE ON SERVICES OR LICENSED DATA.  LICENSED DATA IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.  TAGNIFI IS NOT PROVIDING ANY CERTIFIED FINANCIAL OR INVESTMENT ADVICE VIA TAGNIFI’S WEBSITE, SERVICES OR LICENSED DATA, AND ANY RELIANCE ON TAGNIFI’S WEBSITE, SERVICES OR LICENSED DATA IS DONE AT LICENSEE’S SOLE RISK.  LICENSEE RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF TAGNIFI.  LICENSEE ALSO ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY UNSTABLE AND MAY MALFUNCTION OR CEASE TO FUNCTION AT ANY TIME WITHOUT WARNING. MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET MAY MAKE THE SERVICES OR TAGNIFI’S WEBSITE TEMPORARILY OR PERMANENTLY UNAVAILABLE.  THE SERVICES, THIRD PARTY SERVICES, LICENSED DATA, TAGNIFI’S WEBSITE SITE AND ANY RELATED PRODUCTS AND SERVICES ARE SUPPLIED TO LICENSEE “AS IS.”  NEITHER TAGNIFI NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF TAGNIFI GIVES ANY WARRANTIES, EXPRESS OR IMPLIED, RELATED THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN.  TAGNIFI DISCLAIMS, AND LICENSEE EXPRESSLY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  IN PARTICULAR, NEITHER TAGNIFI NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF TAGNIFI MAKES ANY WARRANTIES THAT (I) SERVICES WILL MEET LICENSEE’S REQUIREMENTS; (II) SERVICES OR TAGNIFI’S WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES, TAGNIFI’S WEBSITE OR LICENSED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, LICENSED DATA, OR OTHER MATERIAL RECEIVED OR OBTAINED BY LICENSEE THROUGH SERVICES OR TAGNIFI’S WEBSITE WILL MEET LICENSEE’S EXPECTATIONS; OR (V) ANY ERRORS IN THE SOFTWARE USED TO OPERATE SERVICES AND TAGNIFI’S WEBSITE WILL BE CORRECTED.  ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICES OR TAGNIFI’S WEBSITE, INCLUDING LICENSED DATA, ARE ACCESSED AT LICENSEE’S OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  FURTHER, SERVICES, TAGNIFI’S WEBSITE AND LICENSED DATA MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, TAGNIFI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

13. Limitation of Liability.

13.1 IN NO EVENT SHALL TAGNIFI OR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF TAGNIFI BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATERIALS OR SERVICES FURNISHED HEREUNDER, EVEN IF TAGNIFI HAS BEEN ADVISED, KNOWS, OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TAGNIFI’S TOTAL LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT OR ANY MATERIALS OR SERVICES FURNISHED HEREUNDER EXCEED THE TOTAL AMOUNT THAT WAS ACTUALLY PAID TO TAGNIFI BY LICENSEE UNDER THE AGREEMENT DURING THE 6 MONTHS PRIOR TO THE DATE SUCH CLAIM AROSE. THE LIMITATIONS STATED IN THIS SECTION APPLY WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE GROUND. EACH OF THESE LIMITATIONS OF LIABILITY IS INTENDED TO BE ENFORCEABLE REGARDLESS OF WHETHER ANY OTHER EXCLUSIVE OR NON-EXCLUSIVE REMEDY UNDER THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE.  SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE.

14. Indemnity.

14.1  Licensee agrees to indemnify, defend and hold TagniFi and its affiliates, distributors, resellers, licensors, customers, members, managers, employees, agents, representatives, successors and permitted assigns, harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, fines, penalties, and expenses (including, but not limited to, reasonable legal fees) (collectively, “Losses”) arising out of, relating to or resulting from (i) the use of, access to, or reliance on Services, TagniFi’s website, or Licensed Data by Licensee or any other third party whose access to or reliance on Services, TagniFi’s website, or Licensed Data is made available, directly or indirectly, by, through or because of Licensee; (ii) any negligent or willful act or omission of Licensee; or (iii) Licensee’s breach of this Agreement.

15. Confidentiality.

15.1  Licensee shall not disclose Licensee’s Key(s) to any third party except Licensee’s legal representative(s) using such information solely on Licensee’s behalf in accordance with this Agreement and under a written duty of confidentiality.  Licensee shall not disclose TagniFi Confidential Information to any third party without TagniFi’s prior written consent. “TagniFi Confidential Information” means: Licensed Data, all non-public TagniFi software, technology, programming, and specifications relating to Services, the TagniFi API or the Spreadsheet Add-In, and any other information designated by TagniFi to be confidential or otherwise nonpublic. If TagniFi becomes aware of any breach or possible breach of Licensee’s duty of confidentiality, Licensee must notify TagniFi immediately and cooperate in all remedial actions requested by TagniFi.  However, “Tagnifi Confidential Information” will not include information that (i) is publicly known at the time of its disclosure or becomes publicly known thereafter through no fault of Licensee; (ii) is lawfully received by Licensee from a third party not under an obligation of confidentiality to TagniFi; (iii) is published or otherwise made known to the public by the TagniFi; or (iv) was generated independently by Licensee before disclosure by Tagnifi.  Licensee will refrain from using TagniFi Confidential Information except to the extent necessary to exercise its rights or perform its obligations under these Terms.  Licensee will likewise restrict its disclosure of the TagniFi Confidential Information to those who have an absolute need to know such TagniFi Confidential Information in order for Licensee to perform its obligations and enjoy its rights under these Terms.  Such persons will be informed of and will agree to the provisions of this Section 13.1, and Licensee will remain responsible for any unauthorized use or disclosure of TagniFi Confidential Information by any of them.

16. General.

16.1  Licensee Systems.  Licensee will be responsible for providing any hardware, devices or applications necessary to access Services and any of TagniFi’s websites.

16.2 Compliance with Laws. In connection with Licensee’s performance of its obligations hereunder and otherwise in connection with its access to and use of Services and Licensed Data, Licensee is responsible for complying with all applicable laws, rules, and regulations; the rights of third parties; and all TagniFi policies described herein. Licensee shall not use Services or Licensed Data in a manner that violates any such laws, rules, or regulations; the rights of third parties; or the TagniFi policies, or in a manner that is deceptive, unethical, false, or misleading.

16.3 Competitive Services. Licensee acknowledges that TagniFi may be developing and/or may in the future develop products or services that may compete with Licensee, API Clients, or any other products or services of Licensee.

16.4 Publicity. Licensee agrees that TagniFi may use Licensee’s company name or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies, and other marketing-related activities. Licensee may not issue any public announcement regarding Licensee’s use of Services that suggests partnership with TagniFi without TagniFi’s prior review and written approval, at TagniFi’s sole discretion.

16.5 Modifications.  Except as otherwise set forth in the introduction to these Terms, this Agreement may not amended, modified, qualified or otherwise changed or altered except in a writing executed by  authorized representatives of each party hereto.

16.6  Notices.  Any notices to TagniFi shall be sent to the TagniFi corporate headquarters via first class or air mail or overnight courier, and are deemed given upon receipt.

TagniFi, LLC
Attn: Legal Department
802 E Whiting Street
Tampa, FL 33602

Notices sent to Licensee will be sent to the email address provided during registration to use the Services.

16.7 Release. Licensee hereby releases and covenants not to sue TagniFi, its affiliates or any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns, or successors for any damages, liabilities, causes of action, judgments, or claims (i) pertaining to any Intellectual Property Licensee develops that is based on, uses, or relates to Services or Licensed Data; or (ii) that otherwise may arise in connection with Licensee’s use of, reliance on, or reference to Services or Licensed Data.

16.8  Survival. The terms that, either expressly survive the termination of the Agreement or by their nature will not be fully performed during the Term, including but not limited to Sections 3.2, 3.3, 7, 8.4, 9, 12, 13, 14, 15, 16.4, 16.6, 16.7, 16.9 and this Section 16.8, shall survive the termination or expiration of the Agreement.

16.9 Miscellaneous. The Agreement shall be governed in all respects by Florida law, without regard to conflict of law principles. All claims arising out of or relating to this Agreement shall be litigated exclusively in the federal or state courts of Hillsborough County, Florida, USA, and Licensee and TagniFi consent to personal jurisdiction in those courts. The Agreement, and any documents referenced herein, constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or communications between the parties, whether written or oral. A waiver of any default by either party is not a waiver of any subsequent or different default by either party. If any provision of the Agreement or the application thereof to a party shall be declared void, illegal or unenforceable, the remainder of the Agreement shall be valid and enforceable to the extent permitted by applicable law.  In such event, the parties shall use their best efforts to replace the invalid or unenforceable provision. Licensee shall not assign or otherwise transfer any of Licensee’s rights or delegate Licensee’s obligations hereunder, and any such attempt is null and void. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement.

LICENSEE ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, UNDERSTANDS THEM AND WILL BE BOUND BY THE PROVISIONS CONTAINED HEREIN.  LICENSEE FURTHER ACKNOWLEDGES THAT THESE TERMS OF SERVICE MAY NOT BE AMENDED BY LICENSEE WITHOUT THE EXPRESS WRITTEN CONSENT OF TAGNIFI.  IF LICENSEE DOES NOT AGREE WITH THESE TERMS OF SERVICE, LICENSEE SHALL NOT CLICK THE “SIGN UP” BUTTON.

Last Updated: April 25, 2024