1. Services and Support 1.1. Subject to these Terms of Use, Responsive Environments Inc. ("Company") will use commercially reasonable efforts to provide media, analytics, and curation services ("Services") as outlined in any applicable Service Level Agreement.
1.2 As part of the registration process, you ("Customer") will receive an administrative username and password for your account. The Company reserves the right to refuse registration or cancel accounts with inappropriate usernames or passwords. Customer is solely responsible for maintaining the confidentiality of Customer's and User's user identification, passwords, and account information.
1.3. The Company will provide reasonable technical support services to the Customer as described in the applicable Service Level Agreement.
2. Restrictions and Responsibilities 2.1. The Customer agrees not to:
Reverse engineer, decompile, or attempt to discover the source code of the Company's software.
Modify, translate, or create derivative works of the Company's Services.
Use the Services for timesharing or service bureau purposes.
Remove any proprietary notices or labels from the Company's software.
The Company grants the Customer a non-exclusive, non-transferable license to use the software solely for the duration of the agreed term and in connection with the Services.
2.2. The Customer agrees not to export or re-export the Services or software in violation of applicable laws and regulations, including U.S. export laws.
2.3. The Customer warrants that they will use the Services in compliance with all applicable laws and the Company's published policies. The Customer agrees to indemnify the Company against any damages, losses, or liabilities arising from misuse of the Services.
2.4. The Customer is responsible for maintaining their own equipment, accounts, passwords, and ensuring their security.
3. Confidentiality and Proprietary Rights 3.1. Each party agrees to protect the confidential information of the other party and use it only for the purpose of performing under this agreement. Confidentiality obligations do not apply to information that is publicly available, independently developed, or disclosed by law.
3.2. The Customer retains ownership of all data provided to the Company ("Customer Data"). The Company retains ownership of its Services, software, and any enhancements or modifications.
3.3. The Customer hereby grants Company the necessary rights or licenses throughout the term of this Agreement to use, reproduce, promote, distribute, modify, publicly display, and perform, cache, and transmit Customer Data through the Services solely to the extent necessary for the purposes of this.
3.4 The Company shall have the right to (a) create Aggregated Data and (b) create analytics. Company shall have the exclusive ownership and right to use and distribute such Aggregated Data and analytics for any purpose, including but not limited to advertising and marketing to other customers and potential customers of the Services; provided, however, that Company shall not distribute the Aggregated Data and analytics in a manner that is identifiable as Customer Data.
3.5 If Customer provides Company with feedback on the functionality and performance of the Services (including identifying potential errors and improvements), Customer hereby assigns to Company all rights, titles, and interest in and to the feedback and intellectual property. Company shall be free to use the feedback without payment or restriction.
4. Fees, Payment, and Taxes 4.1. The Customer agrees to pay all applicable fees for the Services. Additional fees may apply for usage beyond the agreed Service Capacity.
4.2. Payments are due within 30 days of invoice issuance. Late payments are subject to interest charges and may result in suspension of Services.
4.3. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). The Customer is responsible for the payment of all such Taxes associated with the use of the Services. If the Company is required to collect or remit Taxes, the Customer will pay those amounts unless the Customer provides a valid tax exemption certificate.
4.4. The Customer agrees to indemnify and hold the Company harmless from any liability or expense incurred due to the Customer's failure to pay any applicable Taxes.
5. Term and Termination 5.1. These Terms remain in effect for the duration specified in the Order Form and automatically renew unless terminated with 30 days' notice.
5.2. Either party may terminate for breach with 30 days' notice. Upon termination, all fees for Services provided up to the termination date are due.
6. Warranties and Disclaimers The Company will make reasonable efforts to provide uninterrupted Services but does not guarantee error-free or uninterrupted performance. Services are provided "as is," without warranties of any kind, except as expressly stated.
7. Limitation of Liability The Company is not liable for indirect, incidental, or consequential damages. Total liability is limited to the fees paid in the 12 months preceding the claim.
8. Miscellaneous These Terms are governed by the laws of the State of New York. They constitute the entire agreement between the parties. Any notices will be deemed given when delivered to the appropriate party.
