Terms of Service
Last updated: May 13, 2024.
TACKL TERMS AND CONDITIONS BY USING OR ACCESSING THE TACKL PLATFORM, OR BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE THOROUGHLY REVIEWED AND UNDERSTAND THESE TERMS AND CONDITIONS AND HEREBY EXPRESSLY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHALL NOT ACCESS OR USE THE TACKL PLATFORM, REGISTER FOR A TACKL ACCOUNT, OR UTILIZE ANY OF TACKL’S SERVICES. THESE TACKL TERMS AND CONDITIONS (the “Terms and Conditions”) apply to your access and use of the Tackl Platform, Tackl Account, and any of Tackl’s services. These Terms and Conditions constitute a legally binding agreement between you (“You” or “Your”) and TACKL SLX, LLC, a Texas limited liability company (“Tackl”).
- Definitions. When used in these Terms and Conditions, the capitalized terms listed below shall have the following meanings: “Action” has the meaning as set forth in Section 14.1. “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. “Confidential Information” means any proprietary or confidential information of Tackl, including but not limited to Tackl’s code, platform, algorithms, software, documentation, business plans, designs, processes, pricing, and technical information. “Content” means any information, data, materials, or submissions posted, uploaded, shared, transmitted, or made accessible by a Person on the Platform, including but not limited to text, images, videos, audio recordings, graphics, comments, messages, links, files, Reviews, and any other form of digital or multimedia content. “Force Majeure Events” has the meaning as set forth in Section 17.1. “Impacted Party” has the meaning as set forth in Section 17.1. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. “Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. “Order” means the submission of a request through the Platform for a Quote for a specific Project. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. “Platform” means the websites, mobile applications, software, services, programs, networks, and platforms of any kind whether in existence now or hereinafter created or provided by Tackl, whereby Users may submit Orders, obtain Quotes, and upon such User’s election, seek to be connected to Professionals to provide certain repair or maintenance services for specific Projects. “Privacy Policy” means the Tackl Privacy Policy, as may be amended from time to time. “Processing Fee” means a three percent (3%) fee on the total amount of each payment made through the Platform’s payment processing system. “Processor” has the meaning as set forth in Section 11.1. “Professional” means any Person that currently, or within the past six (6) months, offered repair or other services on the Platform. “Professional Fee” means ten percent (10%) of the total compensation earned by a Professional for a Project. “Project” means a specific task, assignment, or job for which a User submits an Order on the Platform, which may encompass various repair or other services to be provided by one or more Professionals. “Quote” means an estimated cost for one or more Professionals to perform the services required to complete a Project. “Reversed Charges” has the meaning as set forth in Section 11.1. “Review” has the meaning set forth in Section 4.5. “Tackl Account” means an account created by a User or Professional to access the Tackl Platform. “Tackl Indemnitee” has the meaning as set forth in Section 14.1. “Terms and Conditions” has the meaning as set forth in the caption. “Updates” has the meaning as set forth in Section 8. “User” shall mean a Person using the Platform for the purpose of receiving a Quote and/or to be potentially connected to one or more Professionals to provide repair or maintenance services required to complete a Project. “User Data” means any User’s information, data, content, or materials that is provided to a Professional by such User or Tackl in connection with the execution, evaluation, or completion of a Project, including but not limited to personal or contact information, documents, files, images, text, audio recordings, and any other form of digital or physical data. “User Fee” means ten percent (10%) of the final cost for the completion of a Project.
- Updates to Terms and Conditions. Notwithstanding anything contained herein to the contrary, Tackl expressly reserves the right to, in its sole and absolute discretion, amend or modify these Terms and Conditions. You agree that Your continued use of the Tackl Platform shall constitute Your acceptance of any amendment or modification to these Terms and Conditions. If You do not agree to abide by any amendment or modification of these Terms and Conditions, You must immediately cease continuing to access or use the Tackl Platform.
- Applicability. In these Terms and Conditions, certain provisions apply depending upon Your role as a User and/or Professional using the Platform. Specifically, Section 4 only applies to Users, while Section 5 only applies to Professionals. As used herein, “You” or “Your”, or any variation thereof that is used in Section 5 or Section 6 only applies depending upon Your use of the Platform as specified above. Furthermore, except as set forth above, all other provisions set forth in these Terms and Conditions apply to all Users and Professional who use the Platform.
- User Terms. 4.1 Quote Services. Tackl, through the Tackl Platform, provides certain services whereby Users may submit an Order and obtain an informational estimated cost for one or more Professionals to perform the services required to complete a Project (a “Quote”). Such Quotes are based on an algorithm utilizing data analysis, market research, and other relevant inputs and are meant for informational purposes only. In no event whatsoever shall such Quotes be deemed an offer by Tackl to provide, or to search for Professionals to provide, such services for the Quote. Pursuant to, and in addition to, Section 13 below, TACKL MAKES NO REPRESENTATION OR WARRANTY TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE TACKL PLATFORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY QUOTE OR THE AVAILABILITY OF PROFESSIONAL TO PROVIDE SERVICES FOR ANY PROJECT. 4.2 Matching Services. Furthermore, Tackl operates a Platform that facilitates interactions between Users and Professionals who offer specific professional services. Tackl may provide certain matching services through the Platform, whereby a User may be matched with one or more Professionals to provide the professional services required to complete a Project. Notwithstanding anything else contained herein to the contrary, in no event whatsoever shall Tackl be deemed a general contractor. Any engagement, contract, or arrangement entered into by any User and a Professional for a Project shall be solely between such User and Professional. Tackl shall not be a party to such contracts and shall have no obligations or liabilities arising therefrom. You accept sole responsibility for the payment of any Professional engaged by You, and You agree that in no event whatsoever will Tackl be liable for any payment of any Professional engaged by You. 4.3 Relationship of Professionals. You acknowledge and agree there is no agency, partnership, joint venture, employment, independent contractor, general contractor, or other similar relationship between Tackl and any Professional. Any Professional engaged by You shall solely be deemed Your independent contractor, and shall not be an employee, agent, partner, subcontractor, or other representative of Tackl. 4.4 Limitation of Liability Regarding Professionals. The inclusion of Professionals on the Platform shall not imply any endorsement, approval, or recommendation by Tackl of such Professionals or their services. YOU ACKNOWLEDGE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR EVALUATING THE QUALIFICATIONS, CREDENTIALS, AND SUITABILITY OF PROFESSIONALS FOR YOUR PROJECTS. You agree that Tackl shall not be liable for any acts, omissions, errors, or misconduct of Professionals engaged by You through the Platform. You assume all risks associated with engaging Professionals, including but not limited to the quality of services provided, timeliness of delivery and/or services, and compliance with contractual obligations. Further, Tackl is not responsible for and does not verify or warrant the accuracy or completeness of any information provided by a Professional to any User. The foregoing disclaimers and limitations of liability shall be in addition to those set forth in Section 13 and Section 15 below. 4.5 Reviews. You may submit feedback regarding a Professional engaged by You regarding Your first-hand knowledge and experience concerning the Professional’s services provided for Your Project (a “Review”). By posting a Review, you represent and warrant that; (a) Your Review is accurate and complete; (b) Your Review is not defamatory, libelous, threatening, harassing, or discriminatory; (c) You are not such Professional and do not employ or work for such Professional; (d) You are not an owner or employee of any competitor to such Professional; (e) You are not related, whether by blood, adoption, or marriage, to such Professional, or any party covered by subsections (c) or (d) above; (f) You have not received any monetary or other compensation for Your Review; and (f) Your Review complies with all other content policies as set forth in Section 6 below. Further, by submitting a Review, You grant Tackl the right to use such Review, in Tackl’s sole and absolute discretion, without any compensation therefor. 4.6 Non-Circumvention. For leads to Professionals originated or facilitated for Projects through the Platform, You shall only engage such Professionals for such Projects through the Platform. You agree that You shall not, directly or indirectly, circumvent the Platform or attempt to engage, hire, contract with, or otherwise conduct business with any Professional introduced to You through the Platform, except through the Platform itself. Additionally, You shall not, directly or indirectly, solicit or induce any Professional introduced to You through the Platform to terminate or breach any existing contractual relationship with Tackl or to engage in any business activities outside of the Platform. Further, if any revisions to the Quote or the Order are required for a Project, You shall promptly and accurately record such revisions through the Platform. 4.7 Taxes. You shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by You hereunder. You hereby agree to pay any tax, duty, and charge currently assessed, or which may be assessed in the future, that are applicable to any amounts payable by You hereunder.
- Professional Terms. 5.1 Matching Services. Tackl operates a Platform that facilitates interactions between Users and Professionals who offer specific professional services. Tackl may provide certain matching services through the Platform, whereby a User may be matched with one or more Professionals to provide the professional services required to complete a Project. Notwithstanding anything else contained herein to the contrary, in no event whatsoever shall Tackl be deemed a general contractor. Any engagement, contract, or arrangement entered into by any User and You for a Project shall be solely between such User and You. Tackl shall not be a party to such contracts and shall have no obligations or liabilities arising therefrom. 5.2 Relationships. You acknowledge and agree there is no agency, partnership, joint venture, employment, independent contractor, general contractor, or other similar relationship between Tackl and You. If You are engaged by a User, You shall solely be deemed such User’s independent contractor, and You shall not be an employee, agent, partner, subcontractor, or other representative of Tackl. Additionally, the use of the Platform by a User does not establish any agency, partnership, joint venture, or employment relationship between Tackl and any User. 5.3 User Data. You agree to maintain the confidentiality of all User Data received or accessed in the course of providing services to complete Projects, and that You shall not disclose, share, or disseminate any such User Data to any third party without the prior written consent of the User or Tackl, except as necessary to fulfill the obligations under a Project, or as required by applicable Law. Further, You shall only use User Data for the purpose of evaluating, executing, and completing the Project(s) as agreed upon between You and such User. You shall employ reasonable measures to safeguard the confidentiality, integrity, and security of User Data, including but not limited to implementing technical, physical, and administrative controls to prevent unauthorized access, use, or disclosure of User Data. You acknowledge that nothing in these Terms and Conditions shall be construed as granting You any ownership rights, license, or interest in the User Data, except as necessary for Your performance of such Projects. 5.4 User Payment or Other Disputes. If engaged by a User to provide services for a Project, You agree that you will solely seek payment from the User, and in no event whatsoever, will You seek payment for such services from Tackl. You acknowledge and agrees that any payment agreements, arrangements, or other disputes are solely between You and such User. Tackl shall not be liable for any delays, disputes, non-payment, or other issues relating to payments between You and any User. Tackl reserves the right, but has no obligation, to become involved in any dispute between You and any User. 5.5 Communications with Users. Unless otherwise agreed by such User, You agree not to engage in mass communications or advertisements directed to Users whose contact information You gained through such User’s use of the Platform. All communications initiated by You to a User must be directly related to a Project for which You have been or may be engaged by such User. 5.6 Reviews. You acknowledge and agree that Users who have engaged You to provide services for a Project may post a Review concerning their first-hand knowledge and experience concerning the services You provided for such User’s Project. You agree that You will not offer or provide any monetary or other compensation to any User for their Review concerning You or any other Professional. Further, You agree that You shall not post any Review concerning You or any other Professional, unless You utilized the Platform in your personal capacity as a User. Furthermore, You shall not contact or engage with a User who has submitted a review of Your services, unless such User initiates such communications, in which instance you shall exercise discretion and professionalism in responding to such communications. 5.7 Billing. If a User utilizes Tackl’s payment processing system, You hereby authorize Tackl and Processor to deduct the Professional Fee from any amounts paid to You by a User for a Project. 5.8 Non-Circumvention. For leads to Users originated or facilitated for Projects through the Platform, You shall only accept engagement with such Users for such Projects through the Platform. You agree that You shall not, directly or indirectly, circumvent the Platform or attempt to engage, hire, contract with, or otherwise conduct business with any User introduced to You through the Platform, except through the Platform itself. Additionally, You shall not, directly or indirectly, solicit or induce any User introduced to You through the Platform to terminate or breach any existing contractual relationship with Tackl or to engage in any business activities outside of the Platform. Further, if any revisions to the Quote or the Order are required for a Project, You shall promptly and accurately record such revisions through the Platform. 5.9 Taxes. You shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by You hereunder. You hereby agree to pay any tax, duty, and charge currently assessed, or which may be assessed in the future, that are applicable to any amounts payable by You hereunder.
- Use of the Platform. 6.1 Subject to the terms of these Terms and Conditions, the Privacy Policy, and any other agreements between Tackl and You, Tackl hereby grants to You a limited, non-exclusive, non-transferrable, revocable license for You to access and use the Platform. Tackl expressly reserves the right to terminate this license at any time, in Tackl’s sole and absolute discretion. 6.2 You acknowledge and agree that Tackl retains all rights, title, and interest in and to the Platform, including: (a) all software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, or other rights therein; (b) all copyright, patent, trademark, trade secret, or any other intellectual property or proprietary rights therein; and (c) all other tangible or intangible technical material or information made available to You by Tackl in providing the Platform. Except for the limited, revocable license set forth in Section 6.1 above, Tackl reserves all other rights and provides no other grant of any other right or license, express or implied, of any kind whatsoever. For the avoidance of doubt, nothing in these Terms and Conditions shall be construed to convey to You any ownership right or interest in the Platform, whether express, implied, or by estoppel. 6.3 You shall not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Platform; (ii) copy, modify, or create derivative works based on the Platform; (iii) interfere with or disrupt the integrity or performance of the Platform or any third-party data contained therein; (iv) distribute any of Tackl’s intellectual property without Tackl’s prior written consent except as expressly permit by these Terms and Conditions; or (v) use the Platform for any unlawful purpose. 6.4 You acknowledge and agree that you have thoroughly reviewed the Privacy Policy and hereby expressly agree to be bound by terms of the Privacy Policy, which are hereby incorporated by reference as if set forth herein. 6.5 You agree to not use the Tackl Platform or post any Content on the Tackl Platform that: (a) denigrates Tackl’s reputation, name, goodwill, or public image; (b) promotes or encourages any illegal or unethical activity; (c) promotes, encourages, or displays any obscene or objectionable content, ideas, or media; (d) infringes on Tackl or any other third party’s intellectual property, confidential information, or any other right or interest; (e) promotes any defamatory, libelous, slanderous, harassing, discriminatory, or abusive Content; or (f) disrupt, infiltrate, index, harvest, or interfere with the Tackl Platform or services, whether by hack, virus, malware, trojan horse, worm, cyberattack, data mining or gathering, crawl, index tool, or otherwise. 6.6 When creating Your Tackl Account, You: (a) represent that you are over eighteen (18) years of age, and (b) agree to provide accurate information and to keep such information current at all times. Any User Data provided to Tackl will be treated in accordance with Tackl’s Privacy Policy.
- Your Content. 7.1 The Platform allows Users to post certain Content to submit Orders, obtain Quotes, and potentially be matched with one or more Professional to provide services to complete a Project. By posting Your Content to the Platform, You represent and warrant that: (a) You have the ownership, license, or other right to post such Content to the Platform and grant Tackl the right set forth in Section 7.2 below, and (b) the posting of such Content does not violate the privacy, intellectual property, or other rights of any other Person. Tackl reserves the right to remove any Content from the Platform for any reason whatsoever without any notice. 7.2 To the extent permitted by applicable Law, You hereby grant to Tackl and its Affiliates, licensees, and assigns, without any compensation therefore, a non-exclusive, perpetual, irrevocable, transferrable license to, in Tackl’s sole and absolute discretion, use, display, distribute, reproduce, modify, print, publish, or disseminate, in any form or format, Your Content, including but not limited to Content that contains Your name, voice, or likeness. 7.3 Tackl acknowledges and agrees that You retain all ownership of any and all copyrights in Your Content, except as set forth in Section 7.2 above.
- Communications. By creating a Tackl Account, You expressly consent to receiving promotional offers, updates, newsletters, and other communications (collectively, “Updates”) from Tackl through the contact methods You provide. Your consent to such Updates is voluntary and You have the option, at any time, to opt-out of receiving Updates from Tackl by following the unsubscribe instructions in such communication or contacting Tackl directly.
- Confidentiality. You agree to maintain the strict confidentiality of all Confidential Information received from Tackl and to use such Confidential Information solely for the purposes expressly permitted by these Terms and Conditions. You shall take diligent and prudent care to protect the Confidential Information and shall protect such Confidential Information with at least the same degree of care used to protect Your own confidential information to the extent such protections exceed those set forth in these Terms and Conditions. Except as required by applicable Law, You shall not disclose to any third party any Confidential Information without the prior written consent of Tackl. Notwithstanding the foregoing, the foregoing obligations of confidentiality and nondisclosure shall not apply to any information that: (a) is or becomes publicly available through no fault of You; (b) was rightfully known by You prior to disclosure by Tackl; (c) is independently developed by You without reference to the Confidential Information disclosed by Tackl; or (d) is rightfully obtained by You from a third-party without breach of any confidentiality obligation. In the event that You are required by applicable Law (whether subpoena, court order, or other legal demand) to disclose Confidential Information, You shall promptly notify Tackl of such required disclosure. Tackl shall have the right, at its own expense, to contest the required disclosure and to seek a protective order or other appropriate remedy to prevent or limit the disclosure of Confidential Information. You acknowledge that a breach of this Section 9 would cause irreparable harm to Tackl for which monetary damages would be inadequate. Tackl shall be entitled to seek immediate injunctive relief for any threatened or actual breach of this Section 9 without the necessity of proving irreparable harm.
- Billing. 10.1 In exchange Your use of the Platform, You acknowledge and agree that Tackl shall be entitled to receive, for each Project originated or facilitated through the Platform, the following: (a) the User Fee paid by the User; and (b) the Professional Fee paid by the Professional. Any such User Fee or Professional Fee paid to Tackl shall be nonrefundable, except as required by applicable Law or determined by Tackl in its sole and absolute discretion. Notwithstanding the foregoing, any User who holds an active and valid Tackl subscription, pursuant to a separate agreement between such User and Tackl, shall be exempt from paying any User Fees associated with any Project originated or facilitated through the Platform during the User’s active Tackl subscription period. 10.2 Tackl shall issue invoices to You in accordance with the terms of this Section 10, and You shall pay such invoiced amounts to Tackl within five (5) days after Your receipt of such invoice, except for any amounts disputed by You in good faith.
- Payment Processing. 11.1 By utilizing the Platform to make a payment, You authorize Tackl and its third-party payment processor (“Processor”) to charge the payment method linked to Your Tackl Account for (as applicable) the payment amount, the Processing Fee, the User Fee, and any other fees, charges, taxes, or payments incurred in connection with the use of the Platform. In the event any charges are reversed, refunded, or otherwise deducted from Tackl’s accounts due to chargebacks, disputes, or any other reason (collectively, “Reversed Charges”), You agree to promptly address any outstanding Reversed Charges and provide Tackl and Processor with any necessary information or alternative payment method. You acknowledge and agree that Tackl and Processor have the right to recover any Reversed Charges by deducting the corresponding amounts from Your Tackl Account, withholding future payments or credits owed to You, or by pursuing any other legal remedies available to Tackl under applicable law, these Terms and Conditions, or any other agreement between You and Tackl, without prejudice to any other right or remedy to which Tackl may be entitled. You agree to keep the payment method linked to Your Tackl Account accurate and current at all times. 11.2 By initiating transactions through Tackl’s payment processing system, You agree to comply with Processor’s terms and conditions, including but not limited to any restrictions, policies, or requirements imposed by Processor on users of its services. You acknowledge that Tackl acts solely as a facilitator for processing payments and does not have control over the terms, policies, or actions of Processor. You further acknowledge that any disputes or issues arising from the use of Processor’s services shall be governed by Processor’s dispute resolution procedures. You expressly acknowledge and agree that Tackl shall not be liable for any acts or omissions of Processor, including but not limited to errors, delays, or interruptions in payment processing services.
- Remedies.
12.1 Any amount due hereunder not paid by You when due shall bear interest until paid at the lower of: (a) ten percent (10%) per annum, or (b) the maximum nonusurious rate of interest per annum allowed by applicable Law. Additionally, to the extent permitted by applicable Law, and in addition to all of Tackl’s other rights and remedies, a delinquency charge will be imposed in an amount not to exceed five percent (5%) of any payment that is more than five (5) days late.
12.2 In the event of any breach or circumvention of the non-circumvention provisions set forth in Sections 4.6 and 5.8 of these Terms and Conditions, You shall be liable to Tackl for liquidated damages, for each Project where a breach or circumvention occurred, in the amount of the greater of: (a) $1,000.00 or (b) ten percent (10%) of such Project’s final cost, or if the Project was never completed, the Project’s Quote. Notwithstanding the foregoing, if You breach or circumvent Section 4.6 (as applicable) by means of employing a Professional on a full-time basis, You shall be liable to Tackl for liquidated damages, in the amount of the greater of: (a) $10,000.00 or (b) twenty-five (25%) of the Professional’s total revenue generated through the Platform for the preceding twelve (12) months. The parties agree that determining the actual damages resulting from a breach or circumvention of Section 4.6 or Section 5.8 would be difficult or impracticable. Therefore, the parties agree that the specified amount of liquidated damages represents a reasonable estimate of the anticipated or actual harm caused by such breach or circumvention. The parties acknowledge and agree that the liquidated damages specified herein are fair and reasonable and are not intended to operate as a penalty. The parties further acknowledge and agree that the liquidated damages shall be the non-breaching party’s sole and exclusive remedy for any breach or circumvention of the non-circumvention provisions. The obligations set forth in this liquidated damages provision shall survive the expiration or termination of Your use of the Platform. 12.3 As set forth in Section 9, You acknowledge that a breach of Section 9 would cause irreparable harm to Tackl for which monetary damages would be inadequate. Tackl shall be entitled to seek immediate injunctive relief for any threatened or actual breach of Section 9 without the necessity of proving irreparable harm. 12.4 Tackl may immediately, without any prior notice, terminate or suspend Your Tackl Account if you breach any of these Terms and Conditions. Upon the termination or suspension of Your Tackl Account, Your license to use the Platform shall cease immediately. 12.5 The remedies set forth in this Section 12 are cumulative and in addition to any and all other remedies that may be available to the parties, whether at law, in equity, or otherwise. The election of one or more of these remedies by a party shall not preclude the exercise of any other remedy available to such party, whether explicitly set forth in these Terms and Conditions or otherwise. - Representations and Warranties. 13.1 TACKL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. 13.2 YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TACKL DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, TACKL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM. 13.3 TACKL MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS, SERVICES, OR CONTENT PROVIDED BY PROFESSIONALS OR USERS THROUGH THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE ENGAGEMENT OF WITH ANY PROFESSIONAL OR USER IS AT YOUR OWN RISK AND THAT TACKL SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO SUCH PROFESSIONALS’ PRODUCTS OR SERVICES OR SUCH USER’S PAYMENT OR PERFORMANCE OF ANY OTHER OBLIGATIONS. 13.4 TACKL DOES NOT GUARANTEE THE AVAILABILITY OF SUITABLE PROFESSIONALS, EITHER IN TERMS OF SKILL OR LOCATION, FOR ANY GIVEN ORDER. YOU ACKNOWLEDGE AND AGREE THAT THE AVAILABILITY OF PROFESSIONALS MAY VARY BASED UPON FACTORS SUCH AS DEMAND, GEOGRAPHIC LOCATION, SCHEDULING RESTRAINTS, AND THE COMPLEXITY OF A PROJECT. 13.5 TACKL DOES NOT WARRANT THAT THE PLATFORM OR ANY INFORMATION TRANSMITTED TO OR STORED BY THE PLATFORM WILL BE SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR ERRORS IN THE PLATFORM WILL BE CORRECTED.
- Indemnification. 14.1 You shall defend, indemnify, and hold harmless Tackl and its officers, directors, employees, agents, successors, and permitted assigns (each, a “Tackl Indemnitee”) from and against all Losses (including reasonable attorneys’ fees) awarded against a Tackl Indemnitee in a final judgment issued by a court of competent jurisdiction arising out of or resulting from any third-party claim, suit, action or proceeding (each, an “Action”) arising out of or resulting from, as applicable: (a) the engagement a Professional by You through the Platform; (b) Your engagement by a User through the Platform; or (c) Your willful, fraudulent, or negligent acts or omissions. 14.2 Tackl shall promptly notify You in writing of any Action and cooperate with You at Your sole cost and expense. You shall immediately take control of the defense and investigation of such Action and shall employ counsel of Your choosing to handle and defend the same, at Your sole cost and expense. You shall not settle an Action in a manner that adversely affects the rights of Tackl without Tackl’s prior written consent, which shall not be unreasonably withheld or delayed. Tackl’s failure to perform any obligations under this Section 14 shall not relieve You of Your obligations under this Section 14, except to the extent that You can demonstrate that You have been materially prejudiced as a result of such failure. Additionally, Tackl may participate in and observe the proceedings at its own sole cost and expense.
- GENERAL LIMITATATIONS OF LIABILITY. 15.1 IN NO EVENT WILL TACKL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15.2 IN NO EVENT WILL TACKL BE LIABLE FOR ANY INJURIES, DAMAGES, LOSSES, OR LIABILITIES INCURRED BY ANY PARTY, INCLUDING BUT NOT LIMITED TO USERS AND PROFESSIONALS, ARISING FROM OR RELATED TO THE EXECUTION, PERFORMANCE, OR COMPLETION OF PROJECTS FACILITATED THROUGH THE PLATFORM. 15.3 IN NO EVENT WILL TACKL’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS ACTUALLY PAID TO TACKL FOR SUCH PROJECT FROM WHICH THE LIABILITY AROSE.
- Disputes. 16.1 If You have a dispute with Tackl, before the filing of any claim in any forum, You shall first send: (a) a detailed email to support@tacklpro.com clearly outlining the nature of the dispute, including any relevant facts, circumstances, or events leading the dispute and (b) reasonable supporting documentation concerning such dispute. Additionally, You shall make reasonable efforts to provide any additional information or clarification requested by Tackl to facilitate the resolution of the dispute. Tackl shall undertake reasonable efforts to investigate and resolve the dispute in a timely manner. Further, Tackl will use reasonable efforts to provide a written response within thirty (30) days, as feasible. Upon receiving Tackl’s response, You and Tackl shall engage in good-faith negotiations with the goal of reaching an amicable resolution to the dispute within thirty (30) days. If the dispute remains unresolved following thirty (30) days of good-faith negotiations, You may pursue the formal resolution processes outlined in this Section 16. Notwithstanding anything contained herein to the contrary, participation in the informal dispute resolution set forth in this Section 16.1 shall not waive any party’s legal rights or remedies available under these Terms or Conditions or under applicable Law. Any communications, discussions, or negotiations related to the informal dispute resolution set forth in this Section 16.1 shall be kept confidential, except as required by applicable Law or with the express written consent of the other party. Additionally, nothing in this Section 16.1 shall obligate either party to resolve any dispute informally, and either party may choose to pursue formal dispute resolution mechanisms at any time. 16.2 These Terms and Conditions and all related documents, and all matters arising out of or relating to these Terms and Conditions, will be governed by, and construed in accordance with, the Laws of the State of Texas without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Texas. 16.3 Each party consents and agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Terms and Conditions in any forum other than the federal and state courts of the State of Texas sitting in Dallas County, Texas. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. 16.4 EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OR PARTICIPATE IN ANY CLASS ACTION IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
- Force Majeure. 17.1 No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to or indemnify the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including without limitation the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or quarantines, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, Law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) power outages or shortages or inability or delay in obtaining necessary supplies of adequate or suitable materials; and (i) other such events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. 17.2 During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance, except for any obligations to make payments to or indemnify the other party hereunder. 17.3 The Impacted Party shall use commercially reasonable efforts to end the failure or delay and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause.
- Miscellaneous. 18.1 In the event of any conflict or inconsistency between the provisions set forth in these Terms and Conditions and the Privacy Policy, the terms of these Terms and Conditions shall prevail. 18.2 If these Terms and Conditions are translated into any language other than English for Your convenience, You expressly agree that the English translation of these Terms and Conditions shall prevail and control in the event of any inconsistency, discrepancy, conflict, ambiguity, or uncertainty between the English version and any translated version of these Terms and Conditions. 18.3 The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 18.4 You agree to fully cooperate with Tackl and provide any information requested regarding payment information or processing, Project status, Project cost, or clarification regarding any Review submitted by You concerning a Professional (as applicable). 18.5 These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 18.6 These Terms and Conditions, together with the Privacy Policy, and any other executed agreements between You and Tackl, constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. 18.7 You shall not assign, transfer, sublicense, or otherwise delegate any of its rights or obligations under these Terms and Conditions without the prior written consent of Tackl. Any attempted assignment or transfer in violation of this provision shall be null and void. Notwithstanding the foregoing, You may assign these Terms and Conditions without Tackl’s consent to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume all of Your obligations under these Terms and Conditions. Any permitted assignment or transfer of these Terms and Conditions shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of any permitted assignment or transfer of these Terms and Conditions, the assigning party shall provide written notice thereof to the other party within a reasonable time after the assignment or transfer occurs. Notwithstanding any assignment or transfer of this Terms and Conditions, You shall remain liable for the performance of Your obligations hereunder unless and until released by Tackl in writing. 18.8 These Terms and Conditions are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms and Conditions. 18.9 The headings in these Terms and Conditions are for reference only and shall not affect the interpretation of these Terms and Conditions. 18.10 No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 18.11 If any term or provision of these Terms and Conditions or the Privacy Policy is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or the Privacy Policy or invalidate or render unenforceable such term or provision in any other jurisdiction.