RTC360 Terms & Conditions
1.1 YOU MUST READ THIS RTC360 WEBSITE TERMS AND CONDITIONS AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING OR REGISTERING ON THE RTC360 WEBSITE (“WEBSITE”). RTC360 DEVELOPMENT LLC (“RTC360″ OR “WE”) PROVIDES THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU USE THE WEBSITE (COLLECTIVELY “YOU”), SUBJECT TO THIS AGREEMENT. THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN RTC360 AND YOU, AND YOU ACCEPT IT BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THIS AGREEMENT, DO NOT USE THIS WEBSITE FOR ANY REASON.
1.2 This Website includes without limitation: (a) iReport360, iBid360, iBC360, iTraining360, and any other on-line services accessible via the Website (collectively the “Services”); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information (“Information”); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, and all other materials (“Content”). RTC360 controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. RTC360 products and services may not be available in Your location, and deliverables may vary among locations.
1.3 In addition to the Agreement and unless otherwise noted, the standard RTC360 terms and conditions of sale in Your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or license agreement with RTC360 for that product or service, in which case that separate agreement governs, and in cases of conflict with the Agreement, prevails.
1.4 YOU ARE NOT PERMITTED TO USE THIS WEBSITE IF YOU ARE UNDER THE AGE OF 13.
1.5 Effective Date: This Agreement was last updated on, and is effective as of February 28, 2012.
2. YOUR REGISTRATION
2.1 You must provide (a) all equipment necessary for Your own Internet connection, including computer and modem, (b) pay any fees related to such connection, and (c) Your own access to the Internet.
2.2 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the “Registration Data”); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to RTC360, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. If You believe someone has accessed the Website using Your registration account and password without Your authorization, e-mail us immediately at info@RTC360.com.
2.3 You acknowledge, consent and agree that we may preserve and disclose Your Registration Account information and the contents of Your online communications if required to do so by law, or in good faith believe that preservation and/or disclosure is reasonably necessary for the following purposes: (a) to comply with legal process, such as a court order, search warrant, or subpoena; (b) to enforce the terms of this Agreement; (c) to render service You request; (d) to protect the rights or property of RTC360 and its third-party suppliers and licensors; or (e) in circumstances that we deem, in our sole discretion, to pose a threat to the safety of You or others.
3. YOUR OBLIGATIONS AND CONDUCT
3.1 You agree to accept all responsibility and liability for all Content that You upload, post or otherwise transmit via the Website. You also accept responsibility for all activities that occur under Your registration account, whether authorized or unauthorized. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept this Agreement on Your employer’s behalf, and that Your employer agrees to indemnify You and RTC360 for violations of this Agreement.
3.2 By placing or downloading material on the Website, including documents, text, images, audio files or other audio-visual content to the Website (“User Content”), You represent and warrant: (a) You own or otherwise have all necessary rights to the User Content You provide and the rights to provide it under this Agreement; and (b) the User Content will not cause injury to any person or entity. Using a name other than Your own legal name in association with the submission of User Content is prohibited (except in those specific areas of the Website, if any, that specifically ask for unique, fictitious names).
3.3 Without limitation, You may not submit or transmit through this Website any material or User Content, or otherwise engage in any conduct, that:
(a) violates or infringes the rights of RTC360 or others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy, proprietary and/or intellectual property rights;
(b) is inaccurate, unlawful, discriminatory, threatening, abusive, harmful, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, pornographic, obscene, offensive, or otherwise objectionable to RTC360 or other uses of the Website;
(c) victimizes, harasses, degrades, intimidates, discriminates against, or retaliates against an individual or group of individuals on the basis of religion, sex, race, national origin, age, physical or mental disability, sexual orientation, or other characteristics protected by applicable state or federal law;
(d) collects, stores, and/or discloses personal data about other others unless specifically authorized by such others;
(e) impersonates any person, business or entity, including RTC360, and our employees and agents;
(f) misrepresents Your affiliation with a person or entity;
(g) contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
(h) attempts to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means;
(i) transmits spam, bulk or unsolicited communications or posts third-party advertisements;
(j) that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations or other government requirements or rules having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm, or that otherwise could constitute a criminal offense or give rise to civil liability;
(k) violates this Agreement, guidelines or any policy we post on the Website; or
(l) disrupts the normal flow of dialogue or negatively affects or interferes with other users’ ability to use the Website.
3.4 You acknowledge that we have the right (but not the obligation), in our sole discretion, to view, move, remove, block, edit, or refuse any Content, including User Content, for any reason, including, without limitation, that such User Content violates this Agreement or is otherwise objectionable.
3.5 WARNING: A VIOLATION OF THESE RULES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.
4. CONFIDENTIALITY OF RTC360 INFORMATION
4.1 You may obtain direct access via the Website to certain confidential information of RTC360 and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You explicitly agree to and must hold Confidential Information in strict confidence. Title to Confidential Information remains with RTC360 and its suppliers.
4.2 Your obligations regarding Confidential Information survive this Agreement, but expire five years after the date of disclosure. Upon termination of the Agreement or RTC360′s written request, You must cease use of Confidential Information and return or destroy it.
4.3 The Agreement imposes no obligation upon You with respect to Confidential Information if You can establish by legally sufficient evidence: (a) You possessed the Confidential Information prior to Your receipt from RTC360, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Agreement; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement and as disclosed after prior, written notice to RTC360 adequate to afford RTC360 the opportunity to object to the disclosure.
5. USER CONTENT LICENSE
5.1 Subject to Your privacy settings, You specifically grant us a transferable, royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and fully sub-licensable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such User Content, in any form, format, or medium, of any kind now known or later developed. All rights in this paragraph are granted without the need for additional compensation of any sort to You.
5.2 You represent and warrant that You have all proper rights in and authorization for the worldwide transfer and processing among RTC360, its affiliates, and third-party providers of all User Content or any other material that You may submit, post, or provide on the Website.
5.3 RTC360 DOES NOT CLAIM OWNERSHIP OF ANY USER CONTENT OR ANY OTHER MATERIAL YOU SUBMIT TO OR POST ON THE WEBSITE AND SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY USER CONTENT OR MATERIAL SUBMITTED BY YOU.
You agree to indemnify and hold RTC360 and our parents, predecessors, subsidiaries, assigns, agents, attorneys, trustees, trusts, trust beneficiaries, directors, partners, joint venturers, stockholders, affiliates, officers and employees, harmless from each and any claim or demand, including but not limited to reasonable attorneys’ fees and costs, made by any third party due to or arising out of Your User Content, Your use of or connection to the Website (including any use by You on behalf of Your employer or unauthorized access by any third-party of Your registration account), Your violation of this Agreement, or Your violation of any rights of another, including, but not limited to, any intellectual property right.
7. DELIVERY OF E-MAIL
RTC360 will attempt to deliver all of the e-mail that is addressed to Your e-mail address through our web services. However, the nature of e-mail is such that RTC360 cannot and does not warrant or guarantee delivery of such e-mail.
8. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF AGREEMENT
8.1 RTC360 may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. RTC360 may amend this Agreement at any time by posting the amended Agreement on this Website. Your continued use of the Website after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
8.2 You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
8.3 RTC360 reserves the right at any time to modify, suspend or terminate the Services or Website (or any part thereof), and/or Your use of or access to them, with or without notice. Without limitation, RTC360 specifically reserves the right at any time to terminate your access to any account for failure to pay all fees or costs outstanding. RTC360 may also delete, or bar access to or use of, all related Information and files. RTC360 WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY MODIFICATION, SUSPENSION, OR TERMINATION OF THE SERVICES, OR LOSS OF RELATED INFORMATION.
8.4 RTC360 reserves the right at any time to increase its pricing or rates for the Website, Services, and/or Content, in accordance with the terms of your specific pricing plan, if any. RTC360 further reserves the right to limit excessive data consumption by You, in its sole discretion, in accordance with the terms of your specific pricing plan, if any.
8.5 Your right to use the Website, Services, and Content automatically terminates if You violate this Agreement or any rules or guidelines posted in connection with the Website. We also reserve the right, in our sole discretion, to terminate Your access to all or part of any of the Website, for any reason, with or without notice.
8.6 The subscription period for iReport360 and its associated products is twelve (12) months from purchase date. In order to cancel our service, we require that you provide written notice sent from the original user’s email account to firstname.lastname@example.org stating “Cancellation Notice” in the subject line. You must also include your business telephone number in the email for us to verify the cancellation. Cancellation notice must be sent at least thirty (30) days prior to the end of the service period otherwise your account will automatically be renewed for an additional twelve (12) month subscription.
9. TRANSACTIONS AND E-COMMERCE
9.1 During Your visit to our Website You may elect to engage in a transaction involving the purchase of a product or other tangible goods and services. Credit card transactions and order fulfillment are often handled by a third-party processing agent, bank, or distribution institution. While in most cases transactions are completed without difficulty, there is no such thing as perfect security on the Internet or offline. If You are concerned about online credit card safety, in most cases a telephone number will be made available so You can call us and place Your order by phone. RTC360 cannot and does not take responsibility for the success or security of transactions undertaken or processed by third parties.
9.2 On occasion, a product or service may not be available at the time or the price as it appears in an advertisement. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of publication, or error in pricing or product information received from our advertisers or suppliers, You agree that RTC360 is not responsible for such errors or discrepancies.
10. THIRD-PARTY CONTENT, LINKS, ADVERTISEMENTS, AND/OR PROMOTIONS
10.1 You may find links to other Internet sites or resources on the Website. You acknowledge and agree that RTC360 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. RTC360 will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such third-party content, goods, or services available on or through any such site or resource.
10.2 RTC360 runs advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than RTC360 found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. RTC360 is not responsible or liable for actual or alleged damage or loss of any sort incurred as the result of any such dealings or as the result of the presence of such non-RTC360 advertisers on the Website.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Except as expressly authorized by RTC360 or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of our Content or of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software RTC360 discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
11.2 All Content posted to the Website by or at our direction, including names, images, logos and pictures identifying us or any of our Website, site design, text, graphics, interfaces, and the selection and arrangements thereof, is the property of RTC360 and is protected by intellectual property rights. Any use of materials on the Website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of RTC360, is strictly prohibited. You agree that You will not use any robot, spider, or other automatic device, or manual process to monitor or copy our Website or the Content contained therein without prior written permission of an authorized officer of RTC360.
11.3 “RTC360 Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations RTC360 uses in connection with its products and services. You may not remove or alter any RTC360 Trademarks, or co-brand Your own products or material with RTC360 Trademarks, without RTC360′s prior written consent. RTC360 Trademarks are proprietary marks of RTC360 and may not be used in connection with any product or service that is not provided by RTC360, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. You acknowledge RTC360′s rights in RTC360 Trademarks and agree that any use of RTC360 Trademarks by You shall inure to RTC360′s sole benefit. You agree not to incorporate any RTC360 Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services, or technologies.
11.4 Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Limited permission is granted to display, copy, distribute and download Content owned by RTC360 on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., “Used with permission”) is added to such Content for each and every use; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid written permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the provisions in this Section 11.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.
11.5 All other trademarks displayed on the Website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those third parties. In addition, such use of trademarks or links to the websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with us or the Website.
11.6 RTC360 is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our copyright agent as described in Section 12 of this Agreement.
12. NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
12.1 In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, it is our policy, in appropriate circumstances, to terminate the Registration Account of any user who is deemed to infringe third-party intellectual property rights or to remove User Content that is deemed to be infringing. If You believe that Your work has been copied in a way that constitutes copyright infringement and is displayed on the Website, please provide substantially the following information to our Copyright Agent (please consult Your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of Your copyrighted work or other intellectual property that You claim has been infringed;
(c) a description of where the material You claim is infringing is located on the Website (providing us with website URL is the quickest way to help us locate content quickly);
(d) Your address, telephone number, and e-mail address;
(e) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
12.2 Counter-Notification for Intellectual Property Infringement. If You elect to send us a counter-notice in response to a notice of intellectual property infringement, to be effective it must be a written communication provided to our designated Copyright Agent (see above for contact information) that includes substantially the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
(a) an electronic or physical signature of the registered user;
(b) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (providing us with a website URL is the quickest way to help us locate content quickly);
(c) Your address, telephone number, and e-mail address
(d) a statement by You, under penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(e) a statement by You that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located, or if Your address is outside of the United States, for any judicial district in which RTC360 may be found, and that the You will accept service of process from the person who provided notification of intellectual property infringement or an agent of such person.
12.3 Our copyright agent can be reached as follows:
RTC360 Development LLC Copyright Agent 112 Stratton Place Mt. Sterling, KY 40353 859-498-0320 (voice) 888-792-3121 (fax) E-mail: email@example.com
(b) Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT RTC360’s COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please use the information listed in the Contact Us section on the Website. Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
13. DISCLAIMER OF WARRANTIES
13.1 WE ARE NOT LIABLE FOR ANY DAMAGES YOU SUFFER FROM USE OF THE WEBSITE, SERVICES, OR CONTENT.
13.2 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED HEREIN. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, RTC360, ITS LICENSORS, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OWNERS, MEMBERS, AND CONTRACTORS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RTC360 MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO, AND SPECIFICALLY DISCLAIMS LIABILITY FOR, THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, RELIABILITY OR COMPLETENESS OF THE WEBSITE, CONTENT, OR SERVICES.
13.3 RTC360 MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED; OR (e) ANY THIRD-PARTY PROCESSING OF PAYMENT OR CREDIT CARDS WILL BE SECURE.
13.4 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING, ACCESSING, OR OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
13.5 RTC360 MAKES NO WARRANTY OR REPRESENTATION THAT ITS HOSTING OF ANY DATA OR INFORMATION COMPLIES WITH LOCAL, STATE OR FEDERAL RECORDS RETENTION REQUIREMENTS AND HAS NO OBLIGATION TO RETAIN ANY DATA OR INFORMATION AFTER THE TERMINATION OF YOUR ACCOUNT OR REGISTRATION. YOU ARE SOLELY RESPONSIBLE FOR THE BACKUP OF ANY AND ALL DATA OR INFORMATION YOU POST OR SUBMIT TO THE WEBSITE AND RTC360 HAS NO LIABILITY OF ANY KIND FOR ANY LOSS OF DATA OR INFORMATION.
13.6 THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT, IS INTENDED FOR USE WITHIN THE UNITED STATES. WE MAKE NO REPRESENTATION THAT THE THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO CHOOSE TO ACCESS THE WEBSITE FROM LOCATIONS OTHER THAN THE UNITED STATES DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS IF AND TO THE EXTENT LOCAL U.S. LAWS ARE APPLICABLE.
13.7 APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OF OR THE ENTIRE EXCLUSION MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY
14.1 TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL RTC360, ITS LICENSORS, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES RESULTING FROM OR ARISING OUT OF THE USE OF THE WEBSITE, SERVICES, OR CONTENT, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), EVEN IF RTC360 HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE OR ACCESS THE WEBSITE, SERVICES, OR CONTENT; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, RELY ON, OR DISTRIBUTE; OR (e) THE LOSS OF ANY DATA, INFORMATION, OR CONTENT SUBMITTED OR POSTED TO THE WEBSITE.
14.2 IN NO EVENT WILL OUR LIABILITY OR THE LIABIILITY OF OUR LICENSORS AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS IN CONNECTION WITH YOUR USE OF THE WEBSITE, SERVICES, OR CONTENT, UNDER ANY THEORY OF RECOVERY, EXCEED THE AGGREGATE AMOUNT PAID TO RTC360 BY YOU UNDER THIS AGREEMENT.
14.3 THIS AGREEMENT DEFINES YOUR SOLE AND EXCLUSIVE REMEDY.
14.4 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
15. GENERAL TERMS
15.1 The Agreement constitutes the entire agreement between You and RTC360 relating to this subject matter, and cancel and supersede any prior versions of this Agreement. No distributor, employee, or other person is authorized to modify this Agreement or to make any warranty or representation which is different than, or in addition to, the warranties and representations of this Agreement. No modification to the Agreement will be binding, unless in writing and signed by an authorized RTC360 representative. You may not assign or otherwise transfer the Agreement or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use RTC360 or third-party products or services.
15.2 You agree that any material breach of Sections 3, 4, 5, 6, and 11 of this Agreement will result in irreparable harm to RTC360 for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, RTC360 will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if RTC360 seeks such an injunction.
15.3 Ohio law and controlling U.S. federal law govern any action related to the Agreement and/or Your use of the Website, Services, or Content. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Agreement. You and RTC360 agree to submit to the personal and exclusive jurisdiction and venue located in the Southern District of Ohio, Western Division, Cincinnati, Ohio, or its counterpart state court.
15.4 Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (b) not use Services, Content, or product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.
15.5 Rights and obligations under this Agreement, which, by their nature, should survive will remain in full effect after termination or expiration of this Agreement.
15.6 Any express waiver or failure to exercise promptly any right under the Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Agreement is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Agreement will remain in full force and effect.
15.8 You agree that this Agreement and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition.