TACTTIX Cloud Service Agreement

TACTTIX Cloud Service Agreement - Order Form

The key business terms of this Order Form are as follows:

Framework Terms: The set of Key Terms + Standard Terms that apply to this Order Form. This Order Form incorporates and is governed by the Framework Terms below. If there is any inconsistency between this Order Form and the Framework Terms, this Order Form will control for this Agreement.

Cloud Service: TACTTIX is a cloud-based event management platform designed for Action Sports producers to streamline the attendee lifecycle from purchase to participation. The Service provides fee-free ticket sales with add-ons, a group manager portal for multi-ticket buyers, integrated digital waiver collection, mobile event check-in, customer history, event reminder emails, and event reporting on attendance and sales.

Plan: Pro.

Email Allowance: Ticket emails, receipts, and other emails about a purchase are not limited. Event reminder emails, and marketing emails on plans that include them, count toward a monthly allowance: Core, up to 1,000 per calendar month; Pro, up to 5,000 per calendar month. Unused emails do not carry over. Provider may refuse or pause a reminder or marketing send that would go over the allowance, or when needed to protect email delivery for all customers.

Order Date: Date Customer acknowledges reading this Agreement and submits billing information.

Subscription Details

Subscription Period: Length of Cloud Service access: 1 year(s).

Cloud Service Fees: Customer's plan: TACTTIX Pro, $199 per month, plus taxes. Plan prices: TACTTIX Core, $99 per month; TACTTIX Pro, $199 per month; each plus taxes. These prices apply to any plan change under Plan Changes, subject to any Fee increase under Auto-renewal.

Plan Changes: Customer may upgrade from Core to Pro at any time from the Billing section of the Service. Pro features start right away. Pro Fees start on Customer's next monthly billing date, and a new 12-month Subscription Period at the Pro Fees starts on that date. During the last 30 days of a Pro Subscription Period, Customer may choose to renew as Core; Pro features then end on the renewal date. Data Customer created with Pro features is kept and becomes available again if Customer upgrades.

Payment Process: Automatic billing via monthly recurring charge: Provider will automatically charge Customer monthly, starting 14 days after the Order Date. Customer will provide a credit card on file.

14-Day Cancellation Window: Customer may cancel this Order Form within 14 days after the Order Date, from the Billing section of the Service or by notice to Provider. If Customer cancels within that window, no Fees are charged and this Order Form ends immediately.

Faster Check-In Guarantee: If (a) Customer runs its first complete event using the Service for both ticketing and check-in within 60 days after the Order Date, and (b) Customer notifies Provider in writing (email to [email protected] is sufficient) within 14 days after that event that check-in was not faster than Customer's prior check-in method, then Provider will refund all Fees Customer has paid under this Order Form, and this Order Form will end on the date of the claim with no further Fees owed and no early termination charge. The guarantee covers Fees for both the Core and Pro plans. Customer does not need to provide proof that check-in was slower. The guarantee may be claimed once per Customer. The refund and termination are Provider's total obligation under this guarantee. Section 5.5 (Effect of Termination) and the Records Handoff and Waiver Retention terms apply after a guarantee claim.

Auto-renewal: This Order Form automatically renews for an additional 1-year Subscription Period on each annual date, unless either party gives notice of non-renewal under the Non-Renewal Notice Requirement. Provider may increase Fees for any renewal Subscription Period by providing written notice (including via email) at least 45 days prior to the end of the current Subscription Period, giving Customer at least 15 days to exercise its non-renewal right.

Non-Renewal Notice Requirement: At least 30 days before the end of the current Subscription Period.

Early Termination: Subscription Period commitments are non-cancellable outside the 14-Day Cancellation Window and the Faster Check-In Guarantee. If this Order Form is terminated early by Customer without cause, or by Provider for Customer's uncured breach, all remaining monthly Fees for the remainder of the current Subscription Period become immediately due and payable. This does not apply when this Order Form ends because of Provider's breach under Section 5.3, or under Section 5.4, Section 6.4, or Section 9.4.

Marketing Emails (Pro plan only): This term applies whenever Customer is on the Pro plan, including after an upgrade from Core. Customer may send marketing emails through the Service only to people who have bought from or attended an event with Customer, using the Service's templates. Customer is responsible for what its emails say and for following anti-spam laws (such as the CAN-SPAM Act). The Service adds an unsubscribe link and Customer's mailing address to every marketing email and honors unsubscribe requests; Customer will not try to get around them, add purchased or rented lists, or email people who unsubscribed. Provider may pause Customer's marketing emails if bounce or spam complaint rates are high.

Use Limitations

Third-Party Processing Fees: The 'No Service Fees' provision applies exclusively to TACTTIX platform fees. Customer is solely responsible for all standard transaction fees charged by third-party payment processors (e.g., Square, Stripe) and any currency conversion costs.

Ticket Tax Liability (Merchant of Record): Customer is the merchant of record for all event ticket sales and is solely responsible for the calculation, collection, reporting, and remittance of any applicable sales, use, amusement, or entertainment taxes to the appropriate governmental authorities. TACTTIX assumes no liability for unpaid taxes on Customer transactions.

Refunds & Chargebacks: TACTTIX is a technology provider, not the merchant of record. Customer is solely responsible for issuing refunds and managing chargebacks. TACTTIX will not be liable for any revenue lost due to payment processor holds, disputes, or fraud.

Payment Gateway Independence: The Service relies on OAuth connections and APIs provided by independent third-party payment gateways (e.g., Square, Stripe). Provider is not responsible or liable for any operational downtime, failed API calls, payout delays, revoked credentials, account terminations, or transaction holds originating from Customer's payment processor.

Minor Data Compliance (COPPA): Customer represents and warrants that it complies with the Children's Online Privacy Protection Act (COPPA) and all equivalent applicable laws when utilizing the Service to collect information from minors via digital waivers or ticketing.

Records Handoff and Waiver Retention: Signed waivers, signatures, and signing timestamps ("Waiver Records") are kept while Customer's account is active. Customer may download a complete copy of its Waiver Records and other Customer Content at any time from the Service. When this Agreement ends for any reason, including cancellation within the 14-Day Cancellation Window or a Faster Check-In Guarantee claim, Customer's access to the Service ends, and Provider will email download links for a complete export of Customer's Waiver Records and other Customer Content to Customer's account email address and to its administrator users. The export will remain available for one hundred twenty (120) days after this Agreement ends (the "Records Window"). If Customer has not downloaded the export by the end of the Records Window, Provider will extend the Records Window once by thirty (30) days. At the end of the Records Window, as extended, Provider will delete Customer Content, including Waiver Records, from the Service; copies in Provider's backups are removed as those backups expire in the ordinary course. Customer may ask Provider to delete Customer Content sooner after Customer has downloaded the export. If Customer resumes the Service before deletion, its Customer Content will be restored. After the export is made available, Customer is solely responsible for retaining its Waiver Records for as long as Customer requires or Applicable Laws require. If an account's setup is never completed and no Fees are paid, Provider may delete that account and its Customer Content without a Records Window. Waiver Records are not subject to deletion requests from attendees, to the extent permitted by Applicable Laws.

Media Storage: Storage for event images, logos, and attachments is limited to 10GB. TACTTIX reserves the right to compress media files to optimize performance.

Hardware Independence: TACTTIX is a software service. Customer is solely responsible for providing and maintaining the hardware (tablets, scanners, Wi-Fi infrastructure) required to operate the Service on-site.

On-Site Support: Unless explicitly agreed upon in a separate Statement of Work, TACTTIX does not provide on-site technical support. Remote support is available during standard business hours, 8AM - 5PM Eastern Time (ET).

Restricted Events: The Service may not be used to sell tickets for events that are illegal, promote hate speech, or involve prohibited adult content. TACTTIX reserves the right to remove any event listing that violates these standards without prior notice.

Resale Prohibition: Customer may not sublicense, resell, or white-label the TACTTIX platform to other event producers without express written consent.

Technical Support & SLA

For technical assistance or operational support, please submit your request directly to our help desk at [email protected]. This will automatically generate a support ticket, allowing our team to track and resolve your issue efficiently.

Target Uptime: 99% per Month.

Maintenance Window: Daily between 10:00 PM and 5:00 AM Eastern Time (ET). Maintenance Notice Time: At least 24 hours via email or in-app notification. For emergency security patches, we reserve the right to act immediately.

Service Credit: 98.5% – 98.99% Uptime: 10% Credit. 94.0% – 98.49% Uptime: 25% Credit. Below 94.0% Uptime: 50% Credit of the applicable monthly Service Fee. Service Credits are the Customer's sole and exclusive remedy for any performance or availability issues.

Other Changes to Standard Terms

Permitted High Risk Use: Notwithstanding Section 2.1(viii) and the definition of "High Risk Activities" in Section 13, the parties acknowledge that the Service is intended for use in the Action Sports industry. Customer is permitted to use the Service in conjunction with recreational activities that may carry inherent risks of bodily injury (e.g., paintball, airsoft), provided that Customer maintains appropriate liability insurance and waivers as required by law.

Waiver Legal Sufficiency: Customer acknowledges that Provider is supplying a digital signature mechanism, not legal advice. Provider makes no warranty or representation regarding the legal sufficiency, enforceability, or validity of any liability waiver text provided by Customer in their specific jurisdiction. Customer is solely responsible for having their waivers reviewed by local legal counsel.

Class Action Waiver: Both parties waive the right to bring any controversy, claim, or dispute as a class, consolidated, representative, collective, or private attorney general action.

Waiver Data Exception: Notwithstanding Section 3.2 and the definition of "Prohibited Data" in Section 13, Customer is permitted to collect and store health-related information (e.g., medical conditions relevant to physical activity) solely to the extent such information is voluntarily provided by end-users as part of a liability waiver or registration process.

Cloud Service Agreement - Key Terms

Effective Date: Date Customer acknowledges reading this Agreement and submits billing information.

Governing Law: The laws of Florida.

Chosen Courts: The courts (whether state, federal, or otherwise) located in Volusia County, Florida.

Dispute Resolution & Binding Arbitration: Any controversy, dispute, or claim arising out of or relating to this Agreement or the Service shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place exclusively in Volusia County, Florida, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may bring an individual action in small claims court in Volusia County, Florida for disputes or claims within the scope of that court's jurisdiction, or seek injunctive relief in any court of competent jurisdiction for intellectual property infringement or confidentiality breaches.

Covered Claims - Provider Covered Claims: KJD Digital, LLC agrees to indemnify, defend, and hold the Customer harmless against any third-party claim alleging Intellectual Property Infringement: The TACTTIX Service (the software code or design), when used as authorized, infringes upon any valid U.S. patent, copyright, trademark, or trade secret of a third party.

Covered Claims - Customer Covered Claims: You, the Customer agree to indemnify, defend, and hold TACTTIX and KJD Digital, LLC. harmless against any third-party claim arising out of or related to: Bodily Injury or Property Damage occurring at the Customer's event or facility, regardless of whether a waiver was processed through the Service; Customer Data & Content violating the rights of a third party or being illegal, defamatory, or obscene; Waiver Enforceability regarding the legal validity of the waiver language provided by Customer; Violation of Law including tax regulations, consumer protection laws, or data privacy (GDPR/CAN-SPAM); Event Disputes & Refunds regarding cancellations or dissatisfaction not caused by a direct failure of the TACTTIX Service. Indemnification is conditioned on prompt written notice of the claim and sole control of the defense.

General Cap Amount: Equal to the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. Except for Unlimited Claims, the General Cap Amount applies to all claims of any kind, whether in contract, tort, or otherwise, to the maximum extent permitted by Applicable Law.

Unlimited Claims: (a) Customer's obligations under Section 9.2 (Protection by Customer) to indemnify, defend, and hold harmless Provider against Customer Covered Claims; and (b) Customer's obligations to pay Fees and taxes under Section 4. Neither Section 8.1 (Liability Caps) nor Section 8.2 (Damages Waiver) limits Unlimited Claims. For clarity, Provider's liability, including under Section 9.1, remains subject to the General Cap Amount.

Provider and Customer have not changed the Standard Terms except for the details in the Key Terms above. By submitting this form, each party agrees to enter into the Framework Terms.

PROVIDER: KJD Digital, LLC.

Cloud Service Agreement - Standard Terms

1. Service

1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.

1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

1.3 User Accounts. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

2. Restrictions & Obligations

2.1 Restrictions on Customer. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

2.2 Use of the Product must comply with all Documentation and Use Limitations.

2.3 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Privacy & Security

3.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.

4. Payment & Taxes

4.1 Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Fees are non-refundable, except as stated in the Order Form (14-Day Cancellation Window and Faster Check-In Guarantee) or elsewhere in this Agreement.

4.2 Invoicing. For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.3 Automatic Payment. For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer.

4.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

4.5 Payment. Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

4.6 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5. Term & Termination

5.1 Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

5.2 Framework Terms. These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.

5.3 Termination. Either party may terminate the Framework Terms or an Order Form immediately: (a) if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice; (b) upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4 Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5 Effect of Termination. Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination: (a) Customer will no longer have any right to use the Product; (b) Provider will make Customer Content available for download and then delete it as described in the Records Handoff and Waiver Retention terms; (c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control; (d) Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4.

5.6 Survival. The following sections will survive expiration or termination of the Agreement: Section 1.4, Section 2.1, Section 4 for Fees accrued, Section 5.5, Section 5.6, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, and the portions of the Order Form and Key Terms referenced by these sections. Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws.

6. Representations & Warranties

6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

6.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3, Customer must give Provider notice within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Provider will attempt to restore the general functionality. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies.

7. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 Liability Caps. Except as provided in Section 8.4, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.

8.2 Damages Waiver. Except as provided in Section 8.4, under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability. The limitations and waivers contained in Sections 8.1 and 8.2 apply to all liability, whether in tort, contract, breach of statutory duty, or otherwise.

8.4 Exceptions. Sections 8.1 and 8.2 do not apply to any Unlimited Claims. Section 8.2 does not apply to a breach of Section 10. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

9. Indemnification

9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses that arise from the Provider Covered Claims.

9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses that arise from the Customer Covered Claims.

9.3 Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party; (b) providing reasonable assistance; and (c) giving the Indemnifying Party sole control over the defense and settlement. The Indemnifying Party may not agree to any settlement that contains an admission of fault without the prior written consent of the Protected Party.

9.4 Changes to Product. If required by settlement or court order, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component; or (c) if neither are reasonable, terminate the affected Order Form and issue a pro-rated refund.

9.5 Exclusions. Provider's obligations will not apply to Provider Covered Claims that result from modifications not authorized by Provider, unauthorized use, use in combination with items not provided by Provider, or use of an old version. Customer's obligations will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content.

10. Confidentiality

10.1 Non-Use and Non-Disclosure. Recipient will not use Discloser's Confidential Information nor disclose it to anyone else, except as authorized. Recipient will protect it using at least a reasonable standard of care.

10.2 Exclusions. Confidential Information does not include information that Recipient knew without any obligation of confidentiality before disclosure; is publicly known; Recipient receives under no obligation of confidentiality; or Recipient independently developed.

10.3 Required Disclosures. Recipient may disclose Confidential Information to the extent required by Applicable Laws if Recipient provides Discloser reasonable advance notice.

10.4 Permitted Disclosures. Recipient may disclose Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know and are bound by confidentiality obligations.

11. Reservation of Rights

Except for the limited license in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Section 1.5, Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior statements. Provider expressly rejects any terms included in Customer's purchase order.

12.2 Modifications, Severability, and Waiver. Any waiver, modification, or change must be in writing and signed or electronically accepted by each party. If any term is determined to be invalid, the remaining terms will remain in full force.

12.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes. The parties will bring any legal suit in the Chosen Courts.

12.4 Injunctive Relief. Upon the actual or threatened breach of Section 10 or violation of intellectual property rights, the non-breaching party may seek equitable relief in any court without posting a bond.

12.5 Non-Exhaustive Remedies. Seeking or exercising a remedy does not limit other rights available.

12.6 Assignment. Neither party may assign rights or obligations without prior written consent, except either party may assign upon notice for a merger, change of control, or sale of assets.

12.7 Beta Products. Beta Products are provided "AS IS".

12.8 Logo Rights. Provider may identify Customer and use Customer's name and logo in marketing.

12.9 Notices. Notices to Provider must be sent electronically to [email protected]. Notices to Customer will be sent electronically to the primary administrator email address on file in Customer's account.

12.10 Independent Contractors. The parties are independent contractors.

12.11 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure. Neither party will be liable for a delay or failure to perform caused by a Force Majeure Event, except for obligations to pay Fees.

12.13 Export Controls. Customer may not export the Product in violation of US laws. Provider may terminate immediately to comply with export controls.

12.14 Government Rights. The Cloud Service is deemed "commercial computer software".

12.15 Anti-Bribery. Neither party will take any action violating Applicable Laws prohibiting bribery.

13. Definitions

Capitalized terms not defined in this Section 13 have the meanings given to them in the Order Form or Key Terms.

13.1 "Affiliate" means an entity that controls, is under control of, or is under common control with a party.

13.2 "Agreement" means the Order Form between Provider and Customer as governed by the Framework Terms.

13.3 "Applicable Data Protection Laws" means laws governing the processing of personal information.

13.4 "Applicable Laws" means binding requirements of a relevant government authority.

13.5 "Beta Products" means features or services that Provider labels as beta, preview, early access, or similar.

13.6 "Cloud Service" and "Service" mean the TACTTIX product described in the Order Form.

13.7 "Confidential Information" means non-public business, technical, or financial information disclosed by Discloser that is marked or identified as confidential, or that a reasonable person would understand to be confidential.

13.8 "Customer" means the business or person that accepts this Agreement by submitting the order form and billing information.

13.9 "Customer Content" means data submitted by or for Customer to the Product, including by Customer's attendees.

13.10 "Discloser" means a party that discloses Confidential Information to the other party, and "Recipient" means the party that receives it.

13.11 "Documentation" means the help pages, guides, and instructions for the Cloud Service that Provider makes available, including within the Service.

13.12 "DPA" means a data processing agreement between the parties. "GDPR" means the European Union General Data Protection Regulation (EU) 2016/679 and any equivalent law of the United Kingdom.

13.13 "Feedback" means suggestions or comments about the Product given by Customer or Users to Provider.

13.14 "Fees" means the amounts described in the Order Form.

13.15 "Force Majeure Event" means an unforeseen event outside a party's reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, failure or reduction of power or telecommunications or data networks or services, or government act.

13.16 "High Risk Activities" means activities where the use or failure of the Cloud Service could reasonably be expected to lead to death, serious personal injury, or environmental or property damage, such as the operation of nuclear facilities, air traffic control, life support, or weapons systems. The Permitted High Risk Use term in the Order Form applies to this definition.

13.17 "Indemnifying Party" means the party that has an obligation under Section 9, and "Protected Party" means the party that party protects.

13.18 "Key Terms" means the Cloud Service Agreement - Key Terms above; "Standard Terms" means these Cloud Service Agreement - Standard Terms; and "Order Form" means the TACTTIX Cloud Service Agreement - Order Form above.

13.19 "Non-Renewal Notice Date" means the last day for giving notice under the Non-Renewal Notice Requirement in the Order Form.

13.20 "Personal Data" means information that identifies or can reasonably be linked to an individual person.

13.21 "Product" means the Cloud Service, the Software, and the Documentation.

13.22 "Prohibited Data" means: (a) payment card numbers, card security codes, or other cardholder data covered by the Payment Card Industry Data Security Standard (PCI DSS); (b) government identification numbers, such as Social Security numbers, driver's license numbers, passport numbers, or taxpayer identification numbers; (c) bank account numbers or financial account login credentials; (d) protected health information covered by the Health Insurance Portability and Accountability Act (HIPAA); and (e) information that is classified or export controlled. Card payments are entered directly into Customer's payment processor and are not Prohibited Data submitted by Customer. The Waiver Data Exception in the Order Form applies to this definition.

13.23 "Provider" means KJD Digital, LLC, the provider of TACTTIX.

13.24 "Software" means any apps, code, or other software that Provider provides for use with the Cloud Service.

13.25 "Technical Support" means the support described under Technical Support & SLA in the Order Form.

13.26 "Usage Data" means data about the provision, use, and performance of the Product.

13.27 "Use Limitations" means the limits described under Use Limitations in the Order Form.

13.28 "User" means any individual who uses the Product on Customer's behalf.