Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Takt platform, including associated applications, APIs, integrations, and related services (collectively, the “Services”), provided by Takt, Inc. (“Takt,” “we,” “our,” or “us”).

By accessing or using the Services, you (“Customer”) agree to be bound by these Terms. If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If Customer has entered into a separate written agreement with Takt, such as a Master Subscription Agreement or Order Form (a “Customer Agreement”), that agreement will control in the event of any conflict with these Terms.

1. Access and Use of the Services

Subject to these Terms and any applicable Customer Agreement, Takt grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term solely for Customer’s internal business purposes.

Access to the Services is provided on a software-as-a-service (SaaS) basis. Customer may not download, copy, or obtain any portion of the Services except as expressly permitted by Takt.

Customer is responsible for all activities conducted under its accounts and for ensuring that its employees, contractors, and other authorized users (“Authorized Users”) comply with these Terms.

2. Accounts and Administration

Customer is responsible for maintaining the confidentiality of account credentials and for managing access to the Services. Customer will designate one or more administrators who may provision, manage, and deactivate Authorized User accounts.

Takt is not responsible for unauthorized access resulting from compromised credentials. Customer agrees to notify Takt promptly of any suspected unauthorized use of accounts or security incidents.

3. Fees and Payment

Customer agrees to pay all fees specified in the applicable Order Form or Customer Agreement. Unless otherwise specified, fees are billed on a monthly basis and are non-refundable.

Takt may suspend access to the Services if payment is past due and remains unpaid following notice to Customer. Customer is responsible for all applicable taxes, excluding taxes based on Takt’s net income.

4. Restrictions on Use

Customer and its Authorized Users will not, and will not permit any third party to:

• Copy, modify, or create derivative works of the Services;

• Reverse engineer, decompile, or attempt to extract source code;

• Sell, resell, sublicense, or distribute the Services;

• Use the Services to develop a competing product or for benchmarking without permission;

• Circumvent or interfere with security or authentication mechanisms;

• Use the Services in violation of applicable law;

• Use the Services in connection with high-risk or safety-critical systems where failure could result in injury or damage.

Takt may suspend access to the Services if it reasonably believes a violation has occurred or if necessary to protect the security or integrity of the Services.

5. Customer Data

Customer retains all right, title, and interest in data submitted to or processed through the Services (“Customer Data”). Takt does not acquire ownership of Customer Data.

Takt may process Customer Data solely to provide, maintain, and improve the Services, provide support, comply with legal obligations, and enforce these Terms. Takt will not use Customer Data for advertising or unrelated commercial purposes.

Takt may use Customer Data to improve product functionality and performance, including through internal analytics and system optimization. Takt does not train artificial intelligence or machine learning models on Customer Data.

During an active subscription, Customer may access and export Customer Data using available functionality. Upon termination, Customer’s access to the Services and Customer Data will cease immediately.

6. Data Protection

Takt processes personal data in accordance with its Privacy Policy and applicable Data Processing Addendum (“DPA”). Where applicable, the DPA governs the processing of personal data on behalf of Customer.

7. Security and Availability

Takt maintains administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Data.

Takt targets a 99.99% uptime for the Services, excluding scheduled maintenance and circumstances beyond Takt’s reasonable control. The Services are not guaranteed to be uninterrupted or error-free.

8. Confidentiality

Each party may receive non-public information of the other party (“Confidential Information”). The receiving party agrees to use Confidential Information solely to perform its obligations under these Terms and to protect it using reasonable care.

Confidential Information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.

9. Intellectual Property

The Services, including all software, content, and related intellectual property, are owned exclusively by Takt and its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted to Customer. If Customer provides feedback or suggestions, Takt may use such feedback without restriction or obligation.

10. Beta Services

Takt may offer certain features or functionality on a beta or experimental basis (“Beta Services”). Beta Services are provided “as is” without warranties of any kind and may be modified or discontinued at any time.

Takt makes no commitments regarding the availability, performance, or support of Beta Services.

11. Indemnification

Takt will defend Customer against third-party claims alleging that the Services infringe intellectual property rights and will indemnify Customer against damages awarded in such claims, provided Customer promptly notifies Takt and cooperates in the defense.

Customer will defend and indemnify Takt against claims arising from Customer Data, Customer’s use of the Services in violation of these Terms, or Customer’s violation of applicable law.

12. Disclaimer of Warranties

Except as expressly provided in a Customer Agreement, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Takt disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.

Takt’s total liability arising out of or relating to the Services will not exceed the amounts paid by Customer to Takt in the twelve (12) months preceding the claim.

14. Suspension and Termination

Takt may suspend or terminate access to the Services if required by law, for non-payment, for security reasons, or if Customer materially breaches these Terms.

Upon termination, Customer’s right to access the Services ceases immediately.

15. Export Compliance

Customer agrees to comply with all applicable export control and sanctions laws. Customer may not use the Services in violation of U.S. export laws or regulations.

16. Changes to These Terms

Takt may update these Terms from time to time. Updated Terms will be posted with a revised Effective Date. Continued use of the Services constitutes acceptance of the updated Terms.

17. Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in Virginia.

18. Miscellaneous

These Terms, together with any applicable Customer Agreement, constitute the entire agreement between the parties regarding the Services.

Customer may not assign these Terms without Takt’s prior written consent, except in connection with a merger or sale of substantially all assets. Takt may assign these Terms without restriction.

Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the remaining provisions will remain in effect.

Neither party will be liable for delays or failures due to causes beyond reasonable control, including natural disasters, acts of government, or internet outages.

19. Contact Information

Takt, Inc.
1902 Campus Commons Drive, Suite 200
Reston, VA 20191
help@takt.io