Terms & Conditions - EULA - RIS/Mediate Caseload Manager
RIS/MEDIATE CASELOAD MANAGER END-USER LICENSE AGREEMENT
Effective Date: March 1, 2012
Please read the terms and conditions of this license agreement carefully. By utilizing The RIS/Mediate Caseload Manager,” developed and owned by Resourceful Internet Solutions, Inc., you are accepting the terms of this Agreement. The effective date of this Agreement is the date and time on which RIS/Mediate Caseload Manager is first enabled for your or your entity’s use. The RIS/Mediate Caseload Manager product is copyrighted and licensed (not sold) to you by Resourceful Internet Solutions, Inc., a corporation with its principal place of business in Eugene, OR, USA. This Agreement shall apply to all RIS/Mediate Caseload Manager product usage as such product comes to be updated over time. This Agreement may also change from time to time in good faith and at the discretion of Resourceful Internet Solutions, Inc. Notification of substantial changes will be by posting a revised EULA Agreement to the Mediate.com web site.
BY ORDERING CASELOAD MANAGER, OR OTHERWISE AGREEING TO PURCHASE CASELOAD MANAGER, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASELOAD THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access our services if you are our competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.
RIS/MEDIATE CASELOAD MANAGER TERMS AND CONDITIONS
1.1. “Product(s)” and/or “Service(s)” herein is the authorized use of “RIS/Mediate Caseload Manager,” which is case management software for mediation, ADR and human services, case management that has been developed and is owned by Resourceful Internet Solutions, Inc., an Oregon Corporation.
1.2. “You” or “your” means the single end-user customer or organization accepting this Agreement.
2. SCOPE OF RIGHTS
2.1. Grant of License. Resourceful Internet Solutions, Inc., grants you a non-exclusive license to use the Product(s).
2.2. Limitations on Use. You may not use, copy, modify, or distribute RIS/Mediate Caseload Manager or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by Resourceful Internet Solutions, Inc., in a separate written signed agreement. You may not reverse assemble, reverse compile, or otherwise translate RIS/Mediate Caseload Manager. Your license may not be transferred, leased, assigned, or sub-licensed without Resourceful Internet Solutions, Inc.’s prior written consent. In no event may you lend or give access to the Product(s) to any third party who is not part of your organization.
2.3. Breach of these limitations will result in your license being automatically terminated. With any breach, Resourceful Internet Solutions, Inc., reserves the right to suspend or terminate your account at its discretion without prior notification.
3.1. Support. Along with your license to use RIS/Mediate Caseload Manager, Resourceful Internet Solutions, Inc., includes your ongoing phone support 6 a.m. – 5 p.m. US Pacific Time at 541 345 1629, email support at firstname.lastname@example.org and web support at www.caseloadmanager.com
4. LICENSE FEES
4.1. Payment Terms for Use of Software. You will pay for the use of the Product(s) either monthly or annually as set forth in your placed or revised order. Except as may be otherwise agreed in writing, prices may change from time to time with 60 days’ prior notification.
5. REPRESENTATIONS & WARRANTIES
5.1. Neither RIS nor any officer, employee, or agent makes any warranties, express or implied, of any kind with respect to RIS/Mediate Caseload Manager. Except as expressly stated herein, Resourceful Internet Solutions, Inc., DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, ARISING BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NONFRINGEMENT.
5.2. RESOURCEFUL INTERNET SOLUTIONS, INC.,'S LIABILITY UNDER ANY CAUSE OF ACTION ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO AND RECEIVED BY RESOURCEFUL INTERNET SOLUTIONS, INC., UNDER THIS AGREEMENT.
5.3. IN NO EVENT SHALL RESOURCEFUL INTERNET SOLUTIONS, INC., HAVE ANY LIABILITY TO YOU OR TO CUSTOMERS OR ANY OTHER THIRD PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF PRODUCTS OR THE FAILURE OF PRODUCTS TO PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS APPLY NOTWITHSTANDING MANUFACTURER BEING ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY
5.4. Warranty. The Product(s) is provided without warranty “as is”.
5.5. Limitation on Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, RESOURCEFUL INTERNET SOLUTIONS, INC., SHALL HAVE NO LIABILITY FOR THE PRODUCT(S), FOR NEGLIGENCE; RESOURCEFUL INTERNET SOLUTIONS, INC. MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND RESOURCEFUL INTERNET SOLUTIONS, INC. SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5.6. Limitation of Liability; Exclusion of Consequential Damages. The cumulative liability of Resourceful Internet Solutions, Inc., to you for any and all claims relating to the Product(s) and any services rendered under this Agreement shall not exceed the total amount of all License Fees paid to Resourceful Internet Solutions, Inc. for the Product(s) within the prior year. In no event shall Resourceful Internet Solutions, Inc be liable to you for any consequential, indirect, special, or incidental damages, even if Resourceful Internet Solutions, Inc. has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
Resourceful Internet Solutions, Inc has and retains sole right, title, and interest in and to RIS/Mediate Caseload Manager and to all documentation, trademark(s), service mark(s) and all other intellectual property associated with RIS/Mediate Caseload Manager. This Agreement does not provide you with title or ownership of the Product(s), only a right of limited use under this license.
7.1. Term. The term of your license is from the date that you first use the Product and shall continue thereafter, assuming full and current payment, unless terminated sooner according to the terms of this Agreement.
8.1. Assignment. This Agreement shall not be assignable by you without the prior written consent of Resourceful Internet Solutions, Inc.
8.2. Waiver of Construction against the Drafter. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties to this Agreement.
8.3. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.
8.4. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Oregon as they apply to a contract made and performed in such state. Venue for any dispute under this Agreement shall be Portland, Oregon.
8.5. Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the parties’ reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, either party may defer any delivery dates for a period equal to the time of such delay. Notwithstanding the foregoing, if either party is in default under this Section for more than forty five (45) days, the non-defaulting party may terminate this Agreement.
8.6. Attorneys’ Fees. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.
9. USE AND RESTRICTIONS
9.1. Resourceful Internet Solutions, Inc., shall have sole and exclusive ownership of all right, title, and interest in and to such works (including ownership of all copyrights, patent rights, trade secret rights and other intellectual property rights pertaining thereto), subject only to the License Agreement. Unless otherwise agreed, you are entitled to make and use the Product(s) only as you are authorized to use the Product(s) under the License Agreement.
9.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Services.
10. USE OF RIS/MEDIATE CASELOAD MANAGER
10.1. Our Responsibilities. We shall: (i) provide to you basic support for the purchased services at no additional charge; (ii) use commercially reasonable efforts to make the purchased services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give at least 8 hours notice via the purchased services and which we shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays, and (iii) provide the purchased services only in accordance with applicable laws and government regulations.
10.2. Your Responsibilities. You shall (i) be responsible for your users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of your data and of the means by which you acquired your data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Resourceful Internet Solutions, Inc., promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than authorized users, (b) sell, resell, rent or lease the services, (c) use the services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the services or third-party data contained therein, or (f) attempt to gain unauthorized access to the services or their related systems or networks.
10.3. Overdue Charges. If any charges are not received from You by the due date, then at our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid
10.4. Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts, you have authorized Resourceful Internet Solutions, Inc., to charge to your credit card, We may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.
11. OWNERSHIP OF DATA AND CONFIDENTIALITY
11.1 Ownership of Your Data. As between Resourceful Internet Solutions, Inc., and you, you exclusively own all rights, title and interest in and to all of your data.
11.2. Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
11.3. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
11.4. Protection of Your Data. Without limiting the above, Resourceful Internet Solutions will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.4 (Compelled Disclosure) or as expressly permitted in writing by you, or (c) access your data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.
11.5. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
12. LIMITATION OF LIABILITY
12.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU 11.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13. TERM AND TERMINATION
13.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If you elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
13.2. Term of Purchased User Subscriptions. User subscriptions purchased by you commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), We have given you written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
13.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
13.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Resourceful Internet Solutions, Inc., you shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to Resourceful Internet Solutions, Inc., for the period prior to the effective date of termination.
13.5. Return of Your Data. Upon request by you made within 30 days after the effective date of termination of a Purchased Services subscription, we will make available to you for download a file of your data in comma separated value. After such 30-day period, Resourceful Internet Solutions shall have no obligation to maintain or provide any of your data and shall thereafter, unless legally prohibited, delete all of your data in our systems or otherwise in our possession or under our control.
13.6. Surviving Provisions. All provisions of this Agreement shall survive any termination or expiration of this Agreement.
13.7. Jurisdiction & Disputes. This Agreement shall be governed in accordance with the laws of the State of Oregon, USA. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Oregon including the federal courts therein and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
13.8. Agreement Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
13.9. Assignment. This Agreement and the rights and licenses as granted to Ressourceful Internet Solutions, Inc., hereunder may be transferred and assigned by Resourceful Internet Solutions, Inc., in connection with the sale of all or substantially all of the assets of Resourceful Internet Solutions, Inc. This Agreement shall be binding on the parties hereto and their permitted successors and assigns.
13.10. Waiver. The parties agree that the failure of a party at any time to require performance by the other party of any of the provisions herein shall not operate as a waiver of the right of a party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.