1. Acceptance of the Terms of Use 

These terms of use are entered into by and between you, as a user of our software products (“you” and “your”), and Tangram Flex, Inc.  (“Tangram”, “we”, “our” or “us”).  The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of, including any content and functionality on or through, our Tangram Products.

Please read these Terms of Use carefully before you start to use the Product.  By using the Product or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use.  If you do not want to agree to these Terms of Use, you must not access or use the Product.  

‍This Product is offered and available only to users who are eighteen (18) years of age or older.  Additionally, some of our software products require that you are a lawful permanent resident of the United States,  as defined by 8 U.S.C. 1101(a)(20), or who is a protected individual, as defined by 8 U.S.C. 1324b(a)(3).  By using the Product, you represent and warrant that you meet all of the foregoing eligibility requirements, if applicable. If you do not meet all of these requirements, you must not access or use the Products.


2. Definitions.  Capitalized terms used herein shall have the meanings set forth in this Section 2. 

A. “Agreement” means the Software License Agreement and any other agreement or contract entered into between Tangram and Customer that is governed by or otherwise incorporates this Policy.  

B. “Customer” means any individual purchasing or accessing Tangram Products under the terms of an Agreement. This includes all Customer employees accessing the Tangram Products, or (b) employees of Customer’s consultant(s) or subcontractor(s) who access Tangram Products on behalf of the Customer.

C. “Documentation” means Licensor’s user manuals, handbooks, and installation guides relating to the Tangram Products that Licensor provides or makes available to Customer in any form or medium which describe the functionality, components, features, or requirements of Tangram Products, including any aspect of the installation, configuration, integration, operation, or use of Tangram Products.

D. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

E. “Tangram Products” means any product, software, and/or service provided by Tangram to Customer under or in connection with any Agreement.


3. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion, and in such event we will make reasonable efforts to notify you of such changes, which may include a pop-up or banner within Tangram Products, by sending an email to any address you may have used to register for an account, via posts at tangramflex.com , or through other similar mechanisms.  All such changes are effective upon publication.  You will be responsible for reviewing and becoming familiar with any such modifications.Your continued use of Tangram Products following the posting of revised Terms of Use means that you accept and agree to the changes.  You are expected to review the Terms of Use from time to time so you are aware of any changes, as they are binding on you.  

4. License Terms

Being provided access to Tangram Products does not convey ownership to you of any component of the Tangram Products, does not provide licenses to future versions of Tangram Products, and does not grant any rights other than the ability to access and utilize the Tangram Products for the purposes of these Terms of Use. You are NOT authorized to re-sell, offer for sale, prepare derivatives, copy, distribute, publish, or otherwise provide access to Tangram Products to any other entities.  

3.1  If you are accessing Tangram Product as part of a free trial, the following applies: (i) The Term for a Trial is fourteen (14) days, which may be extended upon Tangram’s written consent; (ii) the Term for a Trial shall commence on the date that Tangram provides you with access to the Product that is the subject of the Trial; (iii) the features and functions you are entitled to use and the quantity of Resources you are allowed to consume during the Trial are determined at Tangram’s sole discretion and may be changed at any time; (iv) the Product may be used during the Trial for non-production, evaluation purposes only; (v) the Trial is provided "AS IS" without warranty of any kind, and Tangram disclaims all warranties, indemnities, and all other liabilities for Trials; (vi) you are not entitled to support services during the Trial, but may be provided with support at Tangram’s discretion; (vii) you will be provided access to Tangram’s User Documentation and must only utilize those resources for the purposes described in these Terms of Use.  

5. Accessing the Product and Account Security

You shall not access the Product from outside the United States.  We provide the Product for use only by lawful permanent residents of the United States of America or those considered protected individuals, (as defined by 8 U.S.C. 1324b(a)(3)), who are located in the United States. We make no claims that Tangram Products, or any of their content, is accessible or appropriate outside of the United States.  Access to Tangram Products may not be legal by certain persons or in certain countries.  

The Tangram Products may contain technological measures designed to prevent unauthorized or illegal use.  You acknowledge and agree that we may use these and other lawful measures to verify your compliance with the terms of this Agreement and enforce our rights, including all intellectual property rights, in and to Tangram Products.  We will not be liable if for any reason all or any part of Tangram Products are unavailable at any time or for any period.  From time to time, we may restrict users, including registered users, access to portions or all of the Tangram Products.  

You are responsible for making all arrangements necessary for you to have access to Tangram Products, which may include providing certain registration details or other information.  It is a condition of your use of Tangram Products that the information you provide is correct, current and complete.   You agree that all information you provide to install, register with, access, or use Tangram Products is governed by our Privacy Policy.

To access Tangram Products, you will be required to create a user account.  Your user name, password, private key, access credentials, or any other piece of information must be treated as confidential, and you must not sell, transfer, sublicense, or disclose it to any other person or entity.  We are not responsible for unauthorized access to your account, except to the extent caused by our breach of these Terms of Use.  You agree to notify us and your account administrator immediately of any unauthorized access or any other breach of security.

We have the right to disable any user, password, security key, access credentials, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

If you discover any security vulnerability within Tangram Products you agree to take reasonable steps to notify us (at support@tangramflex.com), and you agree to not disclose the security vulnerability publicly.  Public disclosure of a security vulnerability puts all users at risk.  

6. Intellectual Property Rights

‍Tangram Products and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, other file formats, and the design, selection and arrangement thereof), are owned by Tangram, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to Tangram Products, or any content within, is transferred to you by your use of the Product, and all rights not expressly granted are reserved by Tangram.  

You acknowledge and agree that: (a) you do not have under or in connection with this Agreement any ownership interest in Tangram Products or Documentation, or in any related Intellectual Property Rights; (b) Tangram is the sole and exclusive owners of all right, title and interest in and to Tangram Products and Documentation, including all Intellectual Property Rights relating thereto, subject only to the rights of Third-Parties in Open Source Components and the limited license granted to you under this Agreement; (c) you own all rights, title, and interest in and to your content as well as outputs from your efforts using the Product, and (d) you hereby unconditionally and irrevocably assign to Tangram, your entire right, title and interest in and to any Intellectual Property Rights that you may now or hereafter have in or relating to Tangram Products or Documentation, whether held or acquired by operation of law, contract, assignment or otherwise.

You agree to promptly notify Tangram in writing if you become aware of: (a) any actual or suspected infringement, misappropriation or other violation of Tangram’s Intellectual Property Rights in or relating to any Tangram Products or Documentation; or (b) any claim that Tangram Products or Documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any person.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Products, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may download, print, or utilize Tangram Product Documentation for your own use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile, or other applications for download, you may print or download a single copy solely for your own use, provided you agree to be bound by our agreement for such applications.
• If you use screenshots of the Products for presentations or display, you must include text, logos, or other indication that identifies the software being used as a Tangram Flex Product.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Tangram Products in breach of the Terms of Use, your right to use Tangram Products will cease immediately and you must, at our discretion, return or destroy any copies of the materials you have made.

7. Trademarks

‍The Tangram name, the terms “Tangram”, “Flex Code”, “Tangram Flex”, “Tangram Flex®”, “Tangram Pro”, “Tangram Toolkits”, “Tangram Pro™”, and all related names, logos, products and service names, designs and slogans are trademarks of Tangram or its affiliates or licensors.  You must not use such marks without the prior written permission of Tangram.  

8. Prohibited Uses

‍You may use Tangram Products only for lawful purposes and in accordance with these Terms of Use.  You agree not to use, or encourage, promote facilitate, or instruct others to use Tangram Products:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.  
• To impersonate or attempt to impersonate Tangram, a Tangram employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use of Tangram Products, or which, as determined by us in our sole discretion, may harm Tangram or other users, or expose them to liability.
• To engage in any deceptive practices.
• In any manner that could disable, overburden, damage, or impair Tangram Products or interfere with any other party’s use of Tangram Products, including their ability to engage in real time activities through Tangram Products.
• Introduce any viruses, logic bombs or other material which is malicious or technologically harmful.
• To violate the security or integrity of any network, computer, communication system, software application, or network or computing device.
• Attempt to gain access to, interfere with, damage or disrupt any parts of Tangram Products, the server on which Tangram Products are stored, or any server, computer or database connected to Tangram Products.
• Attack Tangram Products via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of Tangram Products.

Further, You agree not to:

• Use any automatic device, means, process, program, algorithm, or methodology (including, without limitation, any “robot”, “page-scrape”, “spider”, or artificial intelligence) to access, acquire, copy, or monitor any portion of Tangram Products for any purpose.
• Use any manual process to monitor or copy any of the material in Tangram Products or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of Tangram Products, whether intentionally or accidentally done.
• Modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements, whether or not patentable, of Tangram Products.
• Reverse engineer, disassemble, decompile, decode, or adapt Tangram Products, or otherwise attempt to derive or gain access to the source code of Tangram Products ,or any part thereof.
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Tangram Products, or any features or functionality of Tangram Products, to any third-party for any reason, including by making Tangram Products available on a network that is not licensed or authorized.
• Remove, bypass, breach, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Tangram Products.
• Remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the associate documentation, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of Tangram Products.
• Use Tangram Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
• Use Tangram Products for purposes of benchmarking or conducting  competitive analysis of Tangram Products; developing, using or providing a competing software product or service; or any other purpose that is to Tangram’s detriment or commercial disadvantage, including building a product or service using similar ideas, features, functions, or graphics.
• Use Tangram Products in any manner or for any purpose not expressly permitted by these Terms of Use.
• Use any Open Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open Source License.
• Disclose the personal license password and/or license file to any third-party or allow the same to be used for any purpose other than to install, access, and/or use of Tangram Products in accordance with these Terms of Use.

8.1 Content Standards.  User contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, user contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and Our Privacy Policy.
• Attempt to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

9. Monitoring and Enforcement.We have the right, but not the obligation, to: (1) Take appropriate legal action, including without limitation, referral to law enforcement or government authorities, for any illegal or unauthorized use of Tangram Products; and (2) Terminate or suspend your access to all or part of Tangram Products for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement or government authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Tangram Products.  YOU WAIVE AND HOLD HARMLESS TANGRAM AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TANGRAM OR LAW ENFORCEMENT OR GOVERNMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party.  We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

10. Information in Tangram Products

‍The information presented on or through Tangram Products is made available solely for general information purposes.  We do not warrant the accuracy, completeness or usefulness of this information or the research behind the information and statements contained in Tangram Products.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you to Tangram Products, or by anyone who may be informed of any of its contents.Tangram Products may include content provided by third-parties, including materials provided by other users, and/or third-party licensors.  Any or all information contained in these materials, and associated data and other content, other than the content provided by Tangram, are solely the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of Tangram.  we are not responsible, or liable to you or any third-party, for the content or accuracy of any materials provided by any third-parties.If Tangram Products contain links to other sites and resources provided by third-parties, these links are provided for your convenience only.  If you decide to access any of the third-party sites linked to Tangram Products, such as third-party sites which are for Support Services, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

11. Changes to the Product

‍From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Tangram Products (“Maintenance”).  We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

12. Disclaimer of Warranties; Limitation on Liability

‍Other than as expressly set out in this Agreement, neither Tangram nor its agents make any specific promises or warranties about the Tangram Products. For example, we don’t make any commitments about the content within the sites, the specific function of the sites, or their reliability, availability, or ability to meet your needs. We provide the Tangram Products “as is”.   Except where prohibited, Tangram shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from your use of the Tangram Products or any third-party’s use of the Tangram Products. These exclusions include, without limitation, damages for lost profits, lost data, computer failure, or the violation of your rights by any third-party, even if we have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.

13. Indemnification

‍You agree to indemnify, defend, and hold harmless Tangram, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each, a “Tangram Indemnitee”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from any third-party claim based on your: (a) negligence or willful misconduct; (b) use of Tangram Products in a manner not authorized by these Terms of Use; (c) use of Tangram Products in combination with data, software, hardware, equipment or technology not provided by us or authorized by us in writing; (d) modifications to Tangram Products not made or authorized by us; or (e) use of any version other than the most current version of the Tangram Products delivered to you.  

14. Export Regulation  

‍Tangram Products may be subject to US export control laws, including the US Export Administration Act, the U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR), the U.S. Foreign Trade Regulations (FTR), and their associated regulations.  You shall not, directly or indirectly, export, re-export, or release these Tangram Products to, or make these Tangram Products accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any Tangram Products available outside the US. You acknowledge that remote access to Tangram Products may, in certain circumstances, be considered a re-export of such Product, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.

15. Waiver and Severability

‍No waiver by Tangram of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Tangram to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use 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 the Terms of Use will continue in full force and effect.  

16. Your Feedback

‍All other feedback, comments, requests for technical support and other communications relating to the Product should be directed to: support@tangramflex.com.  You acknowledge that feedback on Tangram Products and your experiences are fundamental to our ability to deliver top-quality software products.  Accordingly, you hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the feedback, for any purpose whatsoever, although we are not required to use any feedback.