THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “CUSTOMER,” EITHER AN INDIVIDUAL OR THE ENTITY ON WHOSE BEHALF YOU ARE EXECUTING THIS AGREEMENT) AND TACTIC, INC. (“WE”, “US”, “TACTIC”) WHICH GOVERNS YOUR PURCHASE AND USE OF TACTIC’S ONLINE TOOLS, PLATFORM, AND RELATED SERVICES (“SERVICE”). BY SIGNING BELOW, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

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These Customer Terms of Service (the “Customer Terms”) govern your purchase and use of the Service provided by Tactic, Inc. (“Tactic”).

1. Definitions

Capitalized terms will have the meanings set forth in this Section 1, or in the section where first used in these Customer Terms of Service or the Order Form (if applicable). 

1.1 “Agreement” is the Customer Terms of Service Agreement, which is comprised of:

1. these Customer Terms of Service; 
2. Tactic’s Privacy Policy (“Privacy Policy”)
3. each mutually-executed Order Form;

1.2 “Authorized Users” means any individual authorized, by virtue of such individual’s relationship to, or permission from, Customer, to access the Service pursuant to Customer’s rights under this Agreement. An Authorized User can be employees, contractors, or agents of Customer. 

1.3 “Customer” means either you as an individual, or a corporate entity or other business organizations to whom Tactic provides the Service for use by itself or by Authorized Users. The term Customer is deemed to include Authorized Users.

1.4 “Customer Data” means all the data provided to Tactic by Authorized Users and/or Customer in connection with the authorized use of the Service. 

1.5 “Customer-specific Aggregations” means customer-specific aggregated information derived from the standard operation of the Service (including, without limitation, usage data, analytics, and settings) which Tactic uses to provide the Service.

1.6 “Documentation” means all printed and online user manuals and other technical materials relating to the Services made available to the Customer by Tactic, as may be updated from time to time. 

1.7 “Effective Date” the date upon which both Parties have executed the Order Form. 

1.8 “Initial Term” is the initial term for Customers’ use of the Service as specified in the Order Form, beginning on the Service Date.

1.9 “Laws” means any local, state, national and/or foreign law, treaties, and/or regulations to the respective Party.

1.10 “Operational Metrics” is any server or network activity, observations or analyses derived from traffic data collected by Tactic in the course of providing the Service.

1.11 “Order Form” is any order form for Services under the Agreement, including but not limited to, the initial Order Form, under which the Initial Term commences.

1.12 “Party” means Tactic and/or Customer, as applicable.

1.13 “Renewal Term” is the recurring twelve (12) month period following the expiration of the Initial Term, unless a different time period is specified in a mutually-executed Order Form.

1.14 “Service” means Tactic’s online apps, platform, and solutions for hybrid office management, along with any software made available by Tactic in connection with such services, including software development kits and application programming interfaces.

1.15 “Service Data” means, collectively, Customer Data and Operational Metrics.

1.16 “Service Date” is the service date specified in the Order Form on which Tactic will make the Service available to Customer.

1.17 “Service Level Agreement” means Tactic’s standard service level agreement, located here.

1.18 “Term” means the period of time from the Effective Date, including the Initial Term and all Renewal Terms, until the expiration of the Agreement.

2. License Grant, Access, and Restrictions

2.1 Access Rights and License Grant

Subject to the Customer’s compliance with the terms and conditions of the Agreement (including, without limitation, all payment obligations) Tactic grants Customer a nonexclusive, nontransferable (except as set forth herein) right and license to access the Service. Tactic will make the Service available for use and access by the Customer and their Authorized Users during the Term solely for the Customer’s internal business purposes, and solely in accordance with the Documentation, and any other restrictions or obligations mutually agreed upon in writing by the Parties.

The Service is made available to Customer solely as hosted by or on behalf of Tactic, and nothing in this Agreement shall be construed to grant Customer any right to receive any copy of the Service.

2.2 Proprietary Rights

As between Tactic and Customer, Tactic, its affiliates and/or its licensors own all right, title and interest to the Service, Operational Metrics, the Documentation, Tactic trademarks and service marks, and all other related software, applications, programming, documentation, templates, questionnaires, methodologies, models, charts, specifications, reports, ideas, concepts, inventions, systems, interfaces, tools, utilities, forms, report formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Tactic in providing the Service and/or when providing other services and any other intellectual property or items used to deliver the Service or provide other services or made available to Customer as a result of all services (collectively, the “Tactic Technology”). The Service and related Tactic Technology are protected by applicable intellectual property laws and rights, including rights deriving from copyright, trade secret, patents, trademarks and related industrial property. Customer’s access and use of the Service, Tactic Technology and any related materials shall be governed by the terms of this Agreement and any documents incorporated by reference. There are no licenses granted by implication in this Agreement and Tactic reserves and retains any rights not expressly granted to Customer. 

In the event Customer (or its Authorized Users) provides Tactic with any suggestions, enhancement requests, recommendations or other feedback relating to the Service or Technology (“Customer Feedback”), Customer hereby grants Tactic a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into any Tactic products or services, provided it does not include any of Customer’s Confidential Information. All Customer Feedback is provided by the Customer on an “AS IS” basis without warranty or indemnity of any kind.

2.3 Restrictions

Customer agrees that it may not: 

1. modify, copy, or create derivative works based on, the Service or Documentation;
2. license, sublicense (except to Authorized Users), sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Service available to any third parties;
3. interfere with, or create an undue burden on the Service or Tactic’s network;
4. reverse-engineer the Service;
5. send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
6. send or store malicious code via the Service;
7. introduce software or automated agents or scripts, other than those expressly permitted by the Documentation or as explicitly set forth in the Order Form made pursuant to the Agreement;
8. perform or publish any performance or benchmark tests or analyses relating to the Service, other than solely for Customer’s use;
9. use or allow the transmission, transfer, export, re-export, or other transfer of any product, technology, or information it obtains or learns in connection with Customer’s use of the Service in violation of any export control or other laws and regulations of the United States of America or any other relevant jurisdiction.

 2.4 Credentials

Tactic will provide each Authorized User with a unique username and password (“Credentials”) to access the Service or provide equivalent access utilizing third party authorization platform generated Credentials, as agreed upon in the Order Form. Customer is responsible for maintaining the confidentiality of all Authorized Users’ Credentials. Tactic reserves the right to refuse registration of, or to terminate any Authorized User’s Credentials that Tactic reasonably determines may have been used by an unauthorized third party, and will provide immediate notice of such termination to Customer. Credentials cannot be shared or used by more than one individual Authorized User, but may be reassigned to a new Authorized User replacing a former Authorized User who has terminated employment or for any reason no longer uses the Service. 

2.5 Third Party Apps License

Customer may install or utilize certain third-party app integrations (“Third-Party App Integrations”) with the Service that are made available through the Tactic integrations interface. These Third-Party App Integrations are provided to Customer “AS IS” and are governed by their own terms of service and privacy policies as set forth by the third parties that provide them. By choosing to install or utilize Third-Party App Integrations Customer grants Tactic permission to interoperate with the Third-Party App Integrations as directed by Customer or Third-Party App Integrations. Unless otherwise specified in writing by Tactic, Tactic does not endorse and is not responsible or liable, directly or indirectly, for the services or features provided by any App Integrations that Customer may choose to install, or for any damage or loss alleged or caused in connection with the use of, or reliance upon, any App Integrations.

3. Responsibilities

3.1 Tactic Service Responsibilities

Tactic will provide the Service in a professional manner consistent with general and reasonable industry standards.

Customer hereby agrees and consents that in providing the Service, Tactic may enter into arrangements with and utilize the services of third party cloud services provider(s) for hosting of the Tactic Platform (“Cloud Providers”). Tactic shall require that any such Cloud Provider be contractually bound to provide substantially the same level of protection with respect to Customer’s Data as provided by the terms of this Agreement and if required by law. If applicable, Tactic will reasonably make the Cloud Provider service levels, acceptable use policies and information security policies available to Customer.

3.2 Tactic Support Responsibilities

During the Term, Tactic will provide technical support for the Service in accordance with the Support Terms stated on Tactic’s Service Level Agreement. Tactic reserves the right to update and make modifications to the Service. Tactic will inform Customer of any such update, and whenever possible, provide Customer with a mechanism to disable such update.

The Service will be provisioned in accordance with the Service Level Agreement. If Tactic fails to meet the service levels set forth in the Service Level Agreement (each such failure, a “Service Failure”), then as Customer’s sole and exclusive remedy for any such Service Failure, Tactic will provide, at Customer’s written request to [email protected], Service Credits in accordance with the Service Level Agreement. Written request must be received within seventy-two (72) hours of Service Failure resolution.

3.2 Use of Service Data by Tactic

Customer agrees and acknowledges that in the ordinary operation of the Service, the Service collects and transmits Customer Data. Customer grants to Tactic a limited right to use, reproduce, modify, and otherwise exploit the Customer Data during the Term in connection with providing the Service, including troubleshooting and performance enhancement. Customer acknowledges and agrees that Tactic may retain portions of the Customer-specific Aggregations solely for internal research and development, audit and anti-fraud purposes.

The Agreement does not transfer or convey to Tactic or any third party title or to the Customer Data, or any associated Intellectual Property Rights, but only a limited right of use revocable in accordance with the terms of the Agreement, unless otherwise agreed to by Customer. Subject to Section 5.3, Tactic may not assign, transfer, sell, license, sublicense, or grant any rights to Customer Data to any other person or entity without Customer’s written consent.

Customer acknowledges and consents that the Service stores all Customer Data in the United States of America, which may be different from the country where the Customer Data originated. Tactic shall endeavor to maintain and handle all Customer Data in accordance with industry standard privacy and security practices and measures adequate to preserve its confidentiality and security as required by applicable privacy laws and regulations.

3.3 Customer Data

Customer agrees that itself and its Authorized Users are solely responsible for the accuracy and completeness of Customer Data and Customer-specific Aggregations.

3.4 Data Processing Addendum (“DPA”)

To the extent Tactic processes Personal Data (as defined in the DPA) on behalf of Customer, the parties agree to comply with the terms of the DPA, which is incorporated by this reference into these Customer Terms.

4. Fees & Payment

4.1 Fees

During the Term, Customer will pay the fees set forth in the Order Form, along with any additional fees set forth in any additional Order Form(s), if applicable (collectively, the “Fees”). All undisputed Fees will be payable from the Service Date. In the event that Customer disputes all or some of the invoiced Fees (“Fee Dispute”), Customer will provide a written notice to Tactic that reasonably describes the nature of the Fee Dispute within thirty (30) days of receiving the applicable invoice. The Parties will use good faith efforts to resolve the Fee Dispute, however if the Parties are unable to resolve the Fee Dispute within sixty (60) days of Customer’s receipt of the disputed invoice, the Parties are free to exercise any legal or contractual remedies available to them. Except as explicitly set forth Sections 7.2(b) all Fees are non-cancellable and non-refundable.

4.2 Fee Modification

Tactic reserves the right to modify the Fees in its reasonable discretion, at any time after the Initial Term, upon at least two (2) months prior notice to Customer, provided that any such modification will not take effect until the start of the Renewal Term immediately following the Term in which Tactic provided Customer with notice of the modification. Notwithstanding Section 10.1, if Tactic announces a price modification two (2) months or less before the start of a Renewal Term, Customer may provide Tactic with a notice of non-renewal at any time prior to the start of such Renewal Term if Customer does not agree to the price modification.

4.3 Payment Terms

Unless otherwise specified in the Order Form, Tactic will invoice Customer annually in advance for the Service on the Service Date as set forth in the Order Form. Each such invoice will be due and payable upon receipt by Customer. Tactic will be entitled to withhold performance and discontinue Customer’s access to the Service until all amounts due are paid in full and turn Customer over for collection to a third-party agency, if after notifying Customer of non-payment, Customer fails to pay all amounts due within thirty (30) days’ of receiving such notice. In the event Customer acquires or is acquired by another existing Tactic customer (“Customer Acquirer”) during the Term, the Fees applicable to Customer and the Customer Acquirer will remain unchanged for the remainder of each of their Initial Terms or then-current Renewal Terms respectively.

4.4 Taxes

The Fees do not include, and may not be reduced to account for, any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying all Taxes imposed on the Services provided under the Agreement. If Tactic is found to have a legal obligation to pay or collect Taxes for which Customer is responsible for under the Agreement, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Tactic with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Confidentiality 

5.1 Definition

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. Tactic Confidential Information includes the Service, Tactic Technology and Operational Metrics. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Form(s) (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

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5.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 5.2.

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5.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

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6. Informal Dispute Resolution

In the case of any disputes under Agreement, the Parties will first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.

7. Warranties and Disclaimers

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7.1 Mutual Warranties

Each Party warrants that it has the authority to enter into the Agreement and, in connection with its performance of the Agreement, will comply with all Laws including, but not limited to, Laws related to data privacy, international communications and the transmission of technical or personal data.

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7.2 Limited Warranty

Tactic warrants to Customer that the Service will materially conform to the Documentation under normal use and circumstances. If customer notifies Tactic of a breach of the foregoing warranty, Tactic will, at its option, either:

1. correct the nonconformity in the Service; or
2. issue Customer a credit or refund of a portion of the Fees paid by Customer for the nonconforming Service that fairly reflects (at Tactic’s reasonable determination) the diminished value of the nonconforming Service. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of this limited warranty.

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7.3 Additional Tactic Warranties

Tactic warrants that during the Term: (i) the functionality of the Service will not be materially degraded; and (ii) to the best of its knowledge, the Service does not contain, and Tactic will not knowingly introduce, any Malicious Code. Notwithstanding the foregoing, Tactic shall not be prohibited from sun-setting, retiring, or replacing any Service or feature thereof upon providing prior written notice to Customer. Tactic warrants that it has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data that are no less rigorous than accepted industry standard practices, and will ensure that all such safeguards comply with applicable data protection and privacy laws.

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7.4 Disclaimers

ALL SERVICES PROVIDED HEREUNDER AND THE TACTIC TECHNOLOGY ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TACTIC (FOR ITSELF AND ITS SUPPLIERS) MAKES NO WARRANTY (I) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUGFREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES, OR (III) THAT ANY ERRORS IN THE SERVICES CAN OR WILL BE CORRECTED. TACTIC HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, NONINTERFERENCE, QUALITY, VALUE, OPERABILITY, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CUSTOMER ACKNOWLEDGES THAT TACTIC OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CUSTOMER ONLY. 

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7.5 Limitations

Tactic will not be liable for any failures in any Service provided hereunder or any other problems which are related to: 

1. the Customer Data;
2. any satellite, telecommunications, network, or other equipment or service outside of Tactic’s facilities or control.

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Tactic makes no guarantees that Authorized Users or potential Authorized Users in or invited to Customer’s account will register or use the Service, or that the Service is legally appropriate for use in a particular jurisdiction.

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8. Limitation Of Liability

IN NO EVENT SHALL TACTIC BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TACTIC BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR OWED TO TACTIC HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

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9. Indemnification 

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9.1 Indemnity by Tactic

Tactic agrees to indemnify and hold harmless Customer against any third party claims (“Claim Against Customer”) and all resulting losses, liabilities, costs and expenses attributable to or arising from:

(a) any claim that the Service or any other materials provided hereunder by Tactic infringes the rights of any third party (including intellectual property rights or any rights of privacy or publicity);

(b) and any breach by Tactic of its obligations hereunder related to Customer Data.

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9.2 Indemnity by Customer

Customer agrees to indemnify and hold harmless Tactic and its Affiliates, licensors, suppliers, officers, directors, employees and agents from and against any and all damage, cost, liability, and expense incurred as the result of third party claims attributable to or arising from: 

1. Customer’s unauthorized use of the Service or the Tactic Technology; 
2. any actual or alleged violation by Customer of the rights of any third party (including intellectual property rights or any rights of privacy or publicity); 
3. any breach by Customer of its obligations hereunder related to Customer Data;
4. any modification of the Service by any person other than Tactic or its authorized agents, including in the use of any application programming interface (“API”);
5. Customer’s failure to pay any Taxes imposed by taxing authorities as required in Section 4.4.

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9.3 Proceedings

The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement.

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9.4 Exclusive Remedy

This section contains each party’s exclusive remedies and the indemnifying party’s sole liability for infringement claims.

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10. Term & Termination

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10.1 Term

The Agreement will enter into effect on the Effective Date and continue until the expiration of the Initial Term specified in the Order Form. Unless a Party provides written notice of its intent not to renew the Agreement at least 30 days prior to the expiration of the Initial Term or then-current Renewal Term, the Agreement will automatically renew for successive Renewal Terms thereafter. The mutual execution of any additional Order Form(s) pursuant to the Agreement will act to extend the then-current Agreement Term to end concurrently with the newly executed Order Form Term.

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10.2 Termination

Either Party may at any time terminate the Agreement, upon written notice to the other Party, if: (a) the other Party has materially breached any provision of the Agreement, and such breach remains uncured one (1) month after receipt of notice from the non-breaching Party specifying such breach in reasonable detail; or (b) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, Tactic may temporarily suspend or terminate delivery of the Service to Customer upon notice, if Customer breaches Section 2.3(c) above and fails to cure such breach within 24 hours of receiving such notice or such other timeframe as Tactic may reasonably request.

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10.3 Effect of Termination

Upon expiration or termination of the Agreement: 

(a) the Customer Parties’ right to use and access the Service will be terminated; 

(b) all Credentials associated with the Customer Parties’ Authorized Users will be deactivated; 

(c) all Customer Parties will immediately discontinue use of the Service; 

(d) Customer will immediately pay all outstanding Fees due to Tactic through the date of termination or expiration; and 

(e) each Party will promptly return to the other Party (or, if the other Party requests it, destroy) all Confidential Information of such Party.

11. General Provisions

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11.1 Entire Agreement

This Agreement (as well as those terms and documents incorporated by reference) constitute the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. No oral statements or prior written material not specifically incorporated herein will be of any force and effect, and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment as provided herein and signed by duly authorized representatives of both parties. In the event of a conflict between any Order Form and the Agreement, the Order Form will control, but only to the extent there is a conflict. 

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The application of Customer’s general terms and conditions in any general vendor acknowledgement or Customer’s other general purchasing conditions (including pre-printed boilerplate terms) are hereby expressly excluded, rejected, and objected to by Tactic. This Agreement shall apply and supersede the pre-printed terms and conditions of any form submitted by either party, unless such form is expressly included herein.

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11.2 Severability

If any provision of Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Agreement will continue in full force and effect. Customer agrees that Section 8 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 7 (Warranties and Disclaimers).

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11.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. Except that Tactic may seek equitable or similar relief from any court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement by Customer, exclusive jurisdiction and venue for actions related to this Agreement or Customer’s use of the Service will be the state and federal courts located in the State of Arizona having jurisdiction over Tactic’s offices, and both parties consent to the jurisdiction of such courts with respect to any such actions. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

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11.4 Notices

Except as otherwise set forth herein, all notices under the Agreement will be by email. Customer is responsible for updating its information, including providing Tactic with an up-to-date email address for the provision of notices under the Agreement. In the event that the latest e-mail address provided to Tactic by Customer is not valid, or for any reason is not capable of delivering any notice required by the Agreement, Customer acknowledges and agrees that Tactic’s dispatch of an email to such address will nonetheless constitute effective notice. Any notice provided to Tactic pursuant to the Agreement should be sent to the Tactic contact listed in the Order Form, with a copy to [email protected].

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11.5 Force Majeure

If the performance required of the Agreement is delayed by an act of God, civil commotion, governmental or sovereign conduct (including but not limited to delays in the issuance of permits or approvals), strikes, war, terrorism, lockouts, labor trouble, restrictive laws or regulations, the conduct of any person not a party hereto, or any other cause without fault to and beyond the control of the party (“Force Majeure Event”), then such party shall be excused from such performance for the period of time that is reasonably necessary to remedy the effects of the occurrence causing the delay (except payment obligations); provided, however, the Agreement may be terminated by either party if the Force Majeure Event continues for a period in excess of sixty (60) days. Any party whose performance is delayed or prevented by any cause or condition within the purview of this Section shall promptly notify the other party thereof, the anticipated duration of the delay or prevention, and the action being taken to overcome and mitigate the delay or failure to perform.

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11.6 Commercial Communications

Customer agrees that Tactic may send email communications to Customers’ employee representatives in order to convey information about Tactic products and services, including promotional information about new or updated Tactic products and services, and Tactic events. Customer’s employee representatives may opt-out of such communications on an individual basis by managing their communication preferences.

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11.7 Purchasing Decisions

Due to a desire to incorporate customer feedback in product planning, we may share information about our future product roadmap. Our statements about those product plans are an expression of intent but should not be relied upon when making a purchase decision. If Customer decides to purchase the Tactic Service, that decision should be based on the functionality or features available on the day of purchase and not on the delivery of any possible future functionality or features, unless otherwise agreed upon in writing in a mutually-executed Order Form.

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11.8 Amendment

Tactic may amend the Agreement at any time, provided that it gives notice to Customer not less than ten (10) days prior to the effective date of any such amendment. Customer’s continued use of the Service after the effective date of the amendment may be relied upon by Tactic as Customer’s consent to the amendment. Each amendment will supersede any previous versions of the Agreement and will govern any Services rendered to Customer by Tactic on or after the effective date of the amendment.

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11.9 Assignment

This Agreement shall be binding upon and for the benefit of Tactic, Customer and their permitted successors and assignees. Either party may assign this Agreement to its Affiliates and as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without first providing written notice and obtaining the written consent of the other party, and any attempted assignment or delegation without such consent will be void.

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11.10 Independent Contractors

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

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END OF TERMS

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TACTIC DATA PROCESSING ADDENDUM

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This Data Processing Addendum (“DPA”) is incorporated into, and is subject to the terms and conditions of, the Customer Terms of Service or other written or electronic agreement (“Agreement”) between Tactic, Inc. (“Tactic”) and the entity identified as “Customer” in the Agreement (“Customer”). This DPA shall apply where Tactic Processes Customer Personal Data (as defined below) on behalf of Customer in connection with providing the Services (as defined in the Agreement) to Customer where such Processing is subject to the Data Protection Laws (as defined below). This DPA shall be effective for the term of the Agreement.

2. Definitions
   
   1. For the purposes of this DPA:
      
      1. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including as applicable a “Business” as defined under the CCPA;
      2. “Customer Personal Data” means the Personal Data described under Schedule 1 to this DPA, in respect of which Customer is the Controller;
      3. “CCPA” means the California Consumer Privacy Act and its implementing regulations;
      4. “Data Protection Laws” means all applicable laws relating to data protection and privacy including without limitation, the CCPA, the GDPR and member state laws implementing the GDPR, the United Kingdom’s Data Protection Act 2018 and applicable privacy and data protection laws of any other jurisdiction, each as amended, repealed, consolidated or replaced from time to time;

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5. “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
6. “Personal Data”, “Data Subject”, “Personal Data Breach” and “Processing” will each have the meaning given to them in the Data Protection Laws. The term “Personal Data” includes “personal information,” “personally identifiable information,” and equivalent terms as such terms may be defined by the Data Protection Laws. The term “Personal Data Breach” includes equivalent terms as defined by the Data Protection Laws;
7. “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined under the CCPA; and
8. “Standard Contractual Clauses” or “EU SCCs” means the Standard Contractual Clauses approved by the European Commission in decision 2021/914/EU, as may be amended, superseded or replaced.
9. “UK SCCs” means International Data Transfer Addendum issued by the Information Commissioner’s Office under s.119(A) of the UK Data Protection Act 2018, found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as may be amended, superseded or replaced.

2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
   

3. Processing of Customer Personal Data

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1. The parties acknowledge and agree that Customer is the Controller of Customer Personal Data and Tactic is the Processor of that data. Tactic will only Process Customer Personal Data as a Processor on behalf of and in accordance with Customer’s prior written instructions, including any instructions provided through Customer’s use of the Services. Tactic is hereby instructed to Process Customer Personal Data to the extent necessary to provide the Services as set forth in the Agreement. A description of Processing is set forth in Schedule 1. If applicable laws preclude Tactic from complying with Customer’s instructions, Tactic will inform Customer of its inability to comply with the instructions, to the extent permitted by law.
2. To the extent Tactic’s Processing of Customer Personal Data is subject to the CCPA, Tactic shall not (1) retain, use, or disclose Customer Personal Data other than as provided for in the Agreement, as needed to provide the Services, or as otherwise permitted by the CCPA; (2) sell or share Customer Personal Data; or (3) combine Customer Personal Data that it receives from, or on behalf of, Customer with Personal Data that it receives from, or on behalf of, another person or persons, or collects from its own interaction with Data Subjects.

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3. Each of Customer and Tactic will comply with their respective obligations under the Data Protection Laws.

4. Cross-Border Transfers of Personal Data
   
   1. With respect to Customer Personal Data originating from the European Economic Area (“EEA”) or Switzerland that is transferred from Customer to Tactic, the parties agree to comply with the EU SCCs and, where Customer is a Controller of Customer Personal Data, with “Module Two” (Controller to Processor) and where Customer is a Processor of Customer Personal Data with “Module Three” (Processor to Processor) of the EU SCCs, which are incorporated herein by reference.
   2. For purposes of the EU SCCs the parties agree that:
      
      1. Customer shall act and comply with the obligations, and shall have the rights, of the “data exporter” under the EU SCCs, and Tactic shall act and comply with the obligations of the “data importer” under the EU SCCs;
      2. In Clause 7, the optional docking clause will not apply;
      3. In Clause 9, Option 2 will apply and the time period for prior notice of Sub-Processor changes will be as set forth in Section 5.1 of this DPA;
      4. In Clause 11, the optional language will not apply;
      5. For the purpose of Clause 17, the EU SCCs shall be governed by the laws of Ireland;
      6. For the purpose of Clause 18(b), the parties agree to submit to the jurisdiction of the courts of Ireland;
      7. For the purposes of Annex I, Section A (List of Parties), (i) the data exporter’s and the data importer’s identity and contact details and, where applicable, information about their respective data protection officer and/or representative in the EEA are those set forth in the Agreement or as otherwise communicated by each party to the other party;

(ii) Customer is a Controller or Processor, and Tactic is a Processor; (iii) the activities relevant to the data transferred under the EU SCCs relate to the provision of the

Services pursuant to the Agreement; and (iv) entering into this DPA shall be treated as each party’s signature of Annex I, Section A, as of the effective date of this DPA;

8. For the purposes of Annex I, Section B (Description of Transfer): (i) Schedule 1 to this DPA describes Tactic’s Processing of Customer Personal Data; (ii) the frequency of the transfer is continuous (for as long as Customer uses the Services); (iii) Customer Personal Data will be retained in accordance with Clause 8.5 of the EU SCCs, Clause 12 of the UK SCCs, and this DPA; (iv) Tactic uses Sub-Processors to support the provision of the Services. A list of Sub-Processors and the nature of the Processing activities can be found in Schedule 3.
9. For the purposes of Annex I, Section C (Competent Supervisory Authority), the competent supervisory authority identified in accordance with Clause 13 of the EU SCCs is the competent supervisory authority communicated by Customer to Tactic. If Customer does not communicate a competent supervisory authority to Tactic, the competent supervisory authority shall be the Irish Data Protection Commission.
10. For the purposes of Annex II, data importer has implemented and will maintain appropriate technical and organizational measures to protect the security, confidentiality and integrity of Customer Personal Data as described in Schedule 2.

3. If the transfer of Customer Personal Data is subject to the Swiss Federal Act on Data Protection, the following provisions apply: (i) the Federal Data Protection and Information Commissioner (FDPIC) will be the competent supervisory authority under Clause 13 of the EU SCCs; (ii) the parties agree to abide by the GDPR standard in relation to all Processing of Customer Personal Data that is governed by the Swiss Federal Act on Data Protection; (iii) the term “Member State” in the EU SCCs will not be interpreted in such a way as to exclude Data Subjects who habitually reside in Switzerland from initiating legal proceedings in Switzerland in accordance with Clause 18(c) of the EU SCCs; and (iv) references to the “GDPR” in the EU SCCs will be understood as references to the Swiss Federal Act on Data Protection insofar as the transfer of Customer Personal Data is subject to the Swiss Federal Act on Data Protection.
4. With respect to transfers from Customer to Tactic of Customer Personal Data originating from the United Kingdom, the parties agree to comply with the UK SCCs, which are incorporated herein by reference. The parties agree that, for the purposes of the UK SCCs:
   
   1. Schedule 1 of this DPA shall serve as Table 1 of the UK SCCs;
   2.  the selection at Table 2 of the UK SCCs shall be as follows:

1. “the Approved EU SCC, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCC brought into effect for the purposes of this Addendum”

The remainder of the table shall be completed as follows:

2. The module selection shall be completed as per the parties’ roles as set forth in clause 3.2 above;
3. Clause 7 (Docking Clause) shall not apply;
4. Clause 11 (Option) shall not apply;
5. Clause 9a (Prior Authorisation or General Authorisation) shall be “General Authorisation”; and shall be as set out at Section 5.1 of this DPA.

The information at Table 3 of the UK SCCs shall be as follows:

6. Schedule 1 of this DPA shall serve as Annex IA of the UK SCCs;
7. Schedule 1 of this DPA shall serve as Annex IB of the UK SCCs;
8. Schedule 2 of this DPA shall serve as Annex II of the UK SCCs; and
9. Schedule 3 of this DPA shall serve as Annex III of the UK SCCs.

The selection at Table 4 of the UK Standard Contractual Clauses shall be “Exporter” and “Importer”.

5. Confidentiality and Security
   
   
   1. Tactic will require Tactic’s personnel who access the Customer Personal Data to commit to protect the confidentiality of the data.
   2. Tactic will implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
   3. Tactic will provide Customer with reasonable assistance as necessary for the fulfilment of Customer’s obligation to implement security measures to protect Customer Personal Data under Article 32 of the GDPR.
6. Sub-Processing
   
   1. Customer agrees that Tactic may engage Sub-Processors to process Customer Personal Data on Customer's behalf. The Sub-Processors currently engaged by Tactic and authorized by Customer are available in Schedule 3. For the avoidance of doubt, the above authorization constitutes Customer’s prior written consent to the sub-Processing by the Tactic for purposes of Clause 11 of the Standard Contractual Clauses. Tactic will inform Customer of any intended changes concerning the addition or replacement of any Sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within fifteen (15) days after being notified. If the parties are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party.
   2. Tactic will impose on the Sub-Processors substantially the same obligations that apply to Tactic under this DPA. Where any of its Sub-Processors fails to fulfil its data protection obligations, Tactic will be liable to Customer for the performance of its Sub-Processors’ obligations.
   3. The parties agree that the copies of the Sub-Processor agreements that must be provided by Tactic to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses, if applicable, may have commercial information or clauses unrelated to the Standard Contractual Clauses, removed by Tactic beforehand; and, that such copies will be provided by Tactic, in a manner to be determined in its discretion, only upon Customer’s written request.
7. Data Subject Rights

Tactic will provide Customer with assistance necessary for the fulfilment of Customer’s obligation to respond to requests for the exercise of Data Subjects’ rights. Tactic shall not respond to such requests without Customer’s prior written consent and written instructions. Customer shall be solely responsible for responding to such requests.

8. Personal Data Breaches

Tactic will notify Customer without undue delay after it becomes aware of any Personal Data Breach affecting any Customer Personal Data. At Customer’s request, Tactic will promptly provide the Customer with all reasonable assistance necessary to enable Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under applicable Data Protection Laws. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach.

9. Data Protection Impact Assessment; Prior Consultation

Tactic will provide Customer with reasonable assistance to facilitate conducting data protection impact assessments and consultation with data protection authorities, if Customer is required to engage in such activities under the GDPR, and solely to the extent that such assistance is necessary and relates to the Processing by the Tactic of the Customer Personal Data, taking into account the nature of the Processing and the information available to the Tactic.

10. Return or Deletion of Customer Personal Data

Unless Tactic receives a written request from Customer prior to the end of Customer’s use of the Services seeking the return of Customer Personal Data, Tactic will delete Customer Personal Data within 90 days of the end of Customer’s use of the Services, unless applicable law requires storage of the data. The parties agree that certification of deletion of Customer Personal Data as described in Clause 12(1) of the Standard Contractual Clauses, if applicable, shall be provided only upon Customer’s request.

11. Information

Tactic will provide Customer with all information necessary to enable Customer to demonstrate compliance with its obligations under applicable Data Protection Laws, and allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer, to the extent that such information is within Tactic’s control and Tactic is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses, if applicable, shall be performed in accordance with this Section 10. Tactic will immediately inform Customer if, in its opinion, an instruction from Customer infringes the Data Protection Laws.

12. Liability
    
    1. Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the Agreement.
    2. Customer acknowledges that Tactic is reliant on Customer for direction as to the extent to which Tactic is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently the Tactic will not be liable under the Agreement for any claim brought by a Data Subject arising from (a) any action or omission by Tactic in compliance with Customer’s instructions or (b) from Customer’s failure to comply with its obligations under the Data Protection Laws.
13. General Provisions

With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail.

SCHEDULE 1

Details of Processing

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12. Categories of Data Subjects. This DPA applies to the Processing of Customer Personal Data relating to Customer’s employees, contractors, agents, and other authorized users (“Authorized Users”).
13. Types of Personal Data. The extent of the Customer Personal Data Processed by Tactic is determined and controlled by the Customer and its Authorized Users and may include names, email addresses, job titles, birthdates, office usage statistics, and contact tracing/health questionnaire information.
14. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer Personal Data by Tactic is the provision of the Services to the Customer. Customer Personal Data will be subject to those Processing activities which Tactic needs to perform in order to provide the Services pursuant to the Agreement.
15. Purpose of the Processing. Customer Personal Data will be Processed by Tactic for purposes of providing the Services as set out in the Agreement.
16. Duration of the Processing. Customer Personal Data will be Processed for the duration of the Agreement, subject to Section 8 of the DPA.
    

SCHEDULE 2

Security Measures

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Data Center Security

Tactic outsources the hosting of all product infrastructure to Amazon Web Services (AWS). All data is stored and all primary servers are located within the United States of America. We do not host any production system on the premises.

Network Protection

All requests in the Tactic network are proxied through the Cloudflare network. Cloudflare is a web infrastructure and security company. At Tactic, we leverage Cloudflare’s enterprise tier web application firewall, bot protection, caching, DDoS mitigation, SSL/TLS, and DNS cryptographic signature services.

External traffic is proxied to our various clients, all of which are hosted on AWS either directly or indirectly via third-party continuous deployment providers, like Vercel.

Alerting & Monitoring

Investing heavily in automated monitoring and alerting allows our team to address issues extremely rapidly. When an anomaly occurs, our engineering team is notified immediately. We provide a public monitoring system for system availability and uptime at https://status.gettactic.com/

Encryption

All customer data is encrypted at rest (AES-256) and while in transit. We require a minimum of TLS 1.2 or greater and do not allow any access without HTTPS.

Outbound Connection Allow List

If you need to enable or add outbound connections to an allow list, you can verify against

*.gettactic.com which is signed via DNSSEC. This enables an allow list to leverage DNS instead of relying upon IP ranges.

You can confirm this with Verisign’s DNSSEC Debug tool:

https://dnssec-analyzer.verisignlabs.com/gettactic.com/

Authentication

All passwords are stored with Auth0. Auth0 is an authentication and authorization platform. It was acquired by Okta in 2021. Auth0 is ISO 27001 & 27018, SOC 2 Type II, HIPPA, Gold CSA STAR, and PCI DSS certified.

In addition to username/password access, we also enable organizations to utilize Single Sign-On via SAML 2.0, Azure AD, Open ID Connect, ADFS, Ping Federate, and Google Workspace. Users signing in for the first time on an SSO-enabled organization are created just in time (JIT). Automated account creation and deactivation via directory syncing is provided for Workday, BambooHR, Google Workspace, Azure AD, Okta, SCIM 1.1, SCIM 2.0, Gusto, and Rippling.

Infrastructure Access

At Tactic, we leverage an internal role-based access control (RBAC) system that enables strict control of what assets are available to specific employee groups. All employees are granted access to services, tools, and infrastructure based on their role within the organization.

Direct access to infrastructure is not possible. All infrastructure is located within a virtual private cloud where no inbound traffic is allowed. Connections to internal infrastructure are facilitated via Cloudflare Access to a bastion server. Access to internal resources can then only be accessed via this bastion.

All employees use Yubikey hardware keys, leveraging Universal 2nd Factor (U2F) where possible and time-based one-time password or hash-based one-time password second factor auth when it’s not

available. Yubikey is one of three US Department of Defense CIO government approved alternate authenticators that meet the DoD’s cybersecurity requirements.

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SCHEDULE 3

Authorized Sub-ProcessorsSub-Processor

Sub-Processor

Address

Location

Nature of Processing

Amazon Web Services

1200 12th Ave Ste 1200

Seattle, WA 98144

USA

Cloud computing services.

On-demand hosting and platform infrastructure

Cloudflare, Inc.

101 Townsend Street

San Francisco, California 94107

USA

Network services, Edge proxy & firewall

Vercel, Inc.

340 S Lemon Ave #4133.

Walnut, CA 91789

USA

Cloud computing services

Google

1600 Amphitheatre Pkwy Mountain View, CA 94043

USA

Email and file sharing, anonymized analytics

Hubspot

25 First Street, 2^nd Floor

Cambridge, MA 02141

USA

Marketing, sales, and onboarding

experiences

Twilio (Sendgrid)

375 Beale St #300 San Francisco, CA 94105

USA

Transactional email

LogRocket

87 Summer St.

Boston, MA 02110

USA

Bug reporting and monitoring

Datadog, Inc.

620 8^th Ave

New York, NY 10018

USA

Logs and application performance

monitoring

Retool

292 Ivy St.

San Francisco, CA 94102

USA

Customer support tooling

Flatfile

1624 Market St. #202

Denver, CO 80202

USA

Customer onboarding tooling

Mixpanel

1 Front St

San Francisco, CA 94111

USA

Product usage and analytics

Segment

101 Spear St. FL 1

San Francisco, CA 94105

USA

Data & analytics tooling

Okta (Auth0)

10800 NE 8^th St. Suite 700

Bellevue, WA 98004

USA

User accounts & Role based access controls

WorkOS

548 Market St. #86125

San Francisco, CA 94104

USA

Enterprise single sign-on & directory

sync

Sentry

45 Fremont St

San Francisco, CA 94105

USA

Error reporting & application monitoring

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------ END OF DPA ------

Tactic Service Level Agreement

This Service Level Agreement (“SLA”) describes the service levels (the “Service Levels”) applicable to the services provided by Tactic, Inc. (“Tactic”) for the Service provided pursuant to the Customer Terms of Service Agreement (“TOS”) between the parties. 

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1. Definitions 

1.1 “System Availability” means the total number of minutes in a given quarter, minus any Planned Downtime.

1.2 “System Uptime” means the total number of minutes in a given quarter, during which Customer has the ability to access the features and functions of the Service as explained in the Customer Terms of Service Agreement. 

1.3 “Scheduled Downtime” means the total number of minutes during which Customer is not able to access the Service due to planned system maintenance performed by Tactic or its subcontractors.

1.4 “Unscheduled Downtime” means the total number of minutes during which the Customer is not able to access the features and functions of the Service as explained in the Customer Terms of Service Agreement, other than Scheduled Downtime, as defined above.

1.5 “Total Quarterly Time” is deemed to include all minutes in the relevant calendar month, to the extent such minutes are included within the term of the Customer Terms of Service Agreement.

1.6 “Service Credits” means a credit to the Customer account that can be applied to Fees on the next applicable invoice. Customer is not required to request application of Service Credits to specific invoices. They are applied automatically.

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2. Tactic Service Level Commitment

2.1 Uptime Commitment

Tactic provides a 99.5% uptime commitment for customers on our Pro & Starter plans and a 99.9% for our Enterprise plan.

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2.2 Planned Maintenance

Tactic will exercise reasonable efforts to perform scheduled system maintenance between the hours of 8:00 PM and 6:00 AM Mountain Standard Time, and to provide notice to Customer at least twenty-four (24) hours in advance of a planned system maintenance. 

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2.2 System Performance

Tactic monitors System Availability on an ongoing basis. We publish these results publicly on https://status.gettactic.com.

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3. Customer Support Scope

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3.1. Customer Obligations. 

Customer is responsible for maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Tactic, as may be necessary for provision of access to the features and functions of the Service. 

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3.2. Non-Performance by Customer. 

The obligations of Tactic set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its Authorized User’s failure(s) to meet the foregoing obligations.

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3.3 Limitations and Customer Actions

Unscheduled Downtime occurring as a result of (i) Customer’s breach of any provision of the Agreement; (ii) non-compliance by Customer with any provision of this SLA; (iii) incompatibility of Customer’s equipment or software with the Service; (iv) performance of Customer’s Systems; (v) force majeure, as defined in Section 11.6 of the Subscription Services Agreement, or (vi) issues with the internet backbone provider, Third Party Hosting Provider or general network connectivity shall not be considered toward any reduction in System Availability measurements. Tactic will not be liable for any lost revenues during down time

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4. Service Credit Claims

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4.1 Notification

To be eligible to submit a claim, Customer must first have notified Tactic of the System Failure. Support can be contacted by email at [email protected] or via live the Tactic live chat service.

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4.2 Claiming Credits 

Within seventy-two (72) hours of Service Failure resolution, Customer must send an email to [email protected] and provide reasonable details and sufficient evidence to support any Claim, including but not limited to, detailed description of the System Failure, the duration of the System Failure, the URL’s affected, and any steps taken by Customer to resolve the System Failure.

Contact Us

Please send your feedback, comments, requests for technical support:

By email: [email protected].

By visiting this page on our website: https://gettactic.com/contact.