1. Use of the Licensed Materials. All ownership rights in the Licensed Materials, including any and all intellectual property rights, included but not limited to the copyright and title, data and database rights and know-how to the Licensed Materials, and any trademarks relating thereto, belong to and remain with RBAC, Inc. and/or its suppliers/licensors. Subject in all instances to the requirement that Licensee reference the source (RBAC, Inc.) and retain and display appropriate copyright and trademark notices (e.g., “© RBAC, Inc. All Rights Reserved.” “GPCM® is a registered trademark of RT7K, LLC”, “G2M2® is a registered trademark of RT7K, LLC”), Licensee may review the Licensed Materials and download data from the Licensed Material into csv format for inclusion in Licensee’s own work, reports, evaluations and analyses, such as in spread-sheets, presentations, or the like, for the Licensee’s own internal business purposes, such as for internal review or comparison to other forecast (e.g., “gut checking”), and for commercial use by Licensee as part of its normal business activities, including Licensee’s products and services to third parties, PROVIDED HOWEVER that the Licensed Materials must be modified from its original presentation and format and cannot be disclosed, displayed, disseminated, published or released, whether individually, in part or in the aggregate, in any way in its original presentation and format outside the internal business organization of Licensee, nor can any Licensed Materials be sold, licensed or disseminated in any repackaged version.
2. RBAC, Inc. Efforts. RBAC, Inc. shall utilize its commercially reasonable efforts to provide access to the Licensed Materials on a 24/7 basis, provided that Licensee’s payment for the subscription and access to the Licensed Materials is current. Subject to the foregoing, RBAC, Inc. shall not be liable for losses or damages Licensee may incur due to any errors or omissions in any content or any inaccurate interpretations of data, or due to Licensee’s inability to access data due to any disruption of Licensed Materials.
3. Licensee Obligations. In using the Licensed Materials, Licensee agrees to: (1) not violate or attempt to violate the security of Licensed Materials; (2) not reverse engineer or disassemble any portion of the Licensed Materials; (3) not interfere with the Licensed Materials by overloading, flooding, or using browsers, spiders, robots, avatars or the like to navigate or search any portion of the Licensed Materials; (4) not rent, lease, loan, sublicense, redistribute, sell, distribute, grant a security interest in, or otherwise pledge or encumber any rights to the Licensed Materials or any part of element thereof; (5) not use the Licensed Materials or any part or element thereof for any Application Service Provider hosting purposes; (6) not remove any proprietary notice on any Licensed Materials; and (7) maintain the confidentiality of username(s) and password(s) providing access to Licensed Materials, and Licensee is fully responsible for all activities that occur under Licensee’s password(s) and username(s). Licensee may not transfer or assign its subscription or any of its rights to access the Licensed Materials, in whole or in part, to any third party, whether pursuant to a stock purchase, asset purchase, merger or reorganization transaction or by operation of law, without the prior written consent of RBAC, Inc.
4. Limited Warranty. RBAC, Inc. warrants that it has sufficient legal right and authority to grant the rights granted to Licensee under these Terms & Conditions.
5. Disclaimers and Limitations. Subject to clause 4 above, the Licensed Materials and information provided on it are provided “as is” without warranties of any kind, either express or implied. The Licensed Materials may be added to, modified, adapted, or partly deleted and/or migrated to other formats at RBAC, Inc.’s sole discretion. RBAC, Inc. expressly disclaims any and all legal liability or responsibility for the accuracy, completeness or fitness for a particular purpose, or for the usefulness of any information used or disclosed in the Licensed Materials. RBAC, Inc. shall, to the fullest extent permitted by law, under no circumstance, be liable for any or indirect, special, incidental, punitive or consequential loss or damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the Licensee’s use of, or inability to use the Licensed Materials. If this limitation of liability or the exclusion of warranty set forth above is held inapplicable or unenforceable for any reason, RBAC, Inc.’s maximum liability for any type of damages shall be limited to the amount equal to subscription fee paid by Licensee for the then current term of the subscription.
6. Term and Termination. The subscription term and grant of rights hereunder shall begin on the date when the subscription fee is paid in full and will continue for the period selected by the Subscriber (annually or quarterly) until the expiration of such term (subject to renewal of the term by Licensee) or unless earlier terminated by RBAC, Inc. if RBAC, Inc. believes that Licensee has materially breached any obligation under these Terms & Conditions. If RBAC, Inc. believes that Licensee materially has breached any obligation under these Terms & Conditions, including but not limited to any failure of Licensee at any time to pay the subscription fee to RBAC, Inc., RBAC, Inc. shall have the right in its sole discretion to terminate the subscription and Licensee’s ability to access the Licensed Materials by giving notice to Licensee of such breach. Licensee will have 72 hours after such notice to cure the specified breach, but if it remains uncured at the end of this time, RBAC, Inc. may then terminate Licensee’s subscription and access to the Licensed Materials. RBAC, Inc. reserves the right to block Licensee’s access to the Licensed Materials during such cure period. Following expiration or termination of the subscription for any reason, Licensee shall delete any and all Licensed Materials from any storage medium of Licensee as soon as possible and no later than 72 hours after termination. Upon deletion, Licensee shall submit a confirmation to RBAC, Inc. that all of the Licensed Materials have been deleted from all of Licensee’s storage medium(s).
7. Governing Law and Legal Venue; Remedies. This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Texas, United States of America. The courts of Harris County, Texas shall constitute the sole and exclusive legal venue for the resolution of any disputes under these Terms & Conditions. If any provision of these Terms & Conditions is held to be illegal, invalid or unenforceable, such provision shall be reformed to the extent necessary to make it legal, valid and enforceable or, if such reformation is not reasonably possible, such provision shall be deemed deleted from these Terms & Conditions. In addition to and cumulative with any rights and remedies at law RBAC, Inc. has or may have for a breach by Licensee of its obligations under these Terms & Conditions, RBAC, Inc. shall have the right to pursue equitable remedies with respect to any such breach, including but not limited to pursuing and obtaining injunctive relief, as a remedy of monetary damages for any such breach may be insufficient to protect the valid business interests of RBAC, Inc. in maintaining the confidentiality of and RBAC, Inc.’s proprietary rights in the Licensed Materials.