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 a centralized dashboard for fee-free ticket sales, integrated digital waiver collection, and real-time registration tracking, along with comprehensive analytic reporting to monitor attendance and revenue performance.

Order Date: Date of acknowleding to have read the agreement and submitting billing information.

Subscription Details

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

Cloud Service Fees: TACTTIX: $99. Total per month: $99 plus taxes.

Payment Process: Automatic billing via monthly recurring charge: Provider will automatically charge Customer monthly. Customer will provide a credit card on file.

Auto-renewal: Payments will automatically renew on the annual date.

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

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., Stripe, Square, PayPal) 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.

Email Volume Cap: Marketing email features are subject to a Fair Use Policy of 5,000 emails per month. Usage exceeding this limit may incur additional costs or require the Customer to integrate their own SMTP provider (e.g., Mailgun, SendGrid).

Anti-Spam Compliance: Customer agrees to strictly adhere to CAN-SPAM Act and GDPR regulations. TACTTIX reserves the right to immediately suspend email privileges if spam complaints exceed industry standards (e.g., 0.1% complaint rate).

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.

Waiver Retention Period: TACTTIX will retain digital waivers and event data for a period of 1 year from the event date. TACTTIX reserves the right to archive or delete data exceeding this retention period, provided Customer is given 30 days' notice to export their data.

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.

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: Monday through Thursday, between 12:00 AM 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(a)(viii) or Section 13.20, 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 or Section 13.27, 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 of acknowleding to have read the agreement and submitting billing information.

Governing Law: The laws of Florida.

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

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.

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.

1.6 Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

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.

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) Upon Customer's request, Provider will delete Customer Content within 60 days; (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 1.6, 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 a Cover Page 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. If there are Increased Claims, each party's total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased 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. The liability cap in Section 8.1(a) does not apply to any Increased Claims. Section 8.1 does not apply to any Unlimited Claims. Section 8.2 does not apply to any Increased Claims or 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 and 1.6, 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. Any notice must be electronic and sent to [email protected].

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

Variables have the meanings given on a Cover Page. "Affiliate" means an entity that controls, is under control of, or is under common control with a party. "Agreement" means the Order Form between Provider and Customer as governed by the Framework Terms. "Applicable Data Protection Laws" means laws governing processing of personal information. "Applicable Laws" means binding requirements of a relevant government authority. "Cloud Service" means the product described in the Order Form. "Confidential Information" means proprietary information disclosed by Discloser. "Customer Content" means data submitted by Customer to the Product. "Fees" means applicable amounts described in an Order Form. "Usage Data" means data about the provision, use, and performance of the Product. "User" means any individual who uses the Product on Customer's behalf.