LICENSE; ACCOUNT; PAYMENT
Subject to all of the terms and conditions in these Terms and your payment of any fees in the amounts and at the times as specified during the registration process, RLM grants you a nonexclusive, nontransferable right and license to use the Services. To take advantage of the Services available through the Site, your allowed users must each register and create an account (each an “Authorized Account”). During the registration process, you will be required to provide information and establish a user name and password. You warrant and represent that the information you provide is accurate, current, and complete, and that You have the right, authority, and capacity to enter into the Agreement and will abide by all of the Terms. If you are accepting these Terms on behalf of any entity, you represent and warrant that such entity will be responsible for your or any of your user’s violation of these Terms. You agree to update such information as applicable. We reserve the right to suspend or terminate any Account if any information provided during the registration process or thereafter is inaccurate, not current or incomplete or for any violations of these Terms. You agree to take sole responsibility for any activities or actions taken under your user name whether or not you have authorized such activities or actions. It shall be your responsibility to immediately notify RLM of any unauthorized access or use of your Account.
TERM; TERMINATION; AND PAYMENTS
This Agreement shall commence upon the Effective Date and continue from month to month unless and until terminated upon 30 days written notice to RLM. When you subscribe to the Service, you authorize RLM to charge you using your selected payment method for all applicable fees as set forth in your registration. You are responsible for providing complete and accurate billing and contact information to RLM and updating such information as needed. If any fee is not paid within 30 days of the day such payment is due (including if RLM is unable to process your transaction using the credit card information provided) RLM may suspend or terminate your account until such time as the applicable payment is made and RLM shall charge interest on any such late payment at the rate of 1.5% per month, compounded monthly. At our discretion, RLM may also delete some or all of Your Content (as defined below) or suspend or terminate your Account in the event of non-payment. At all times you should keep back up copies of any content you upload to RLM. RLM provides no warranty as to the uninterrupted and continuous availability of any content you upload to RLM. RLM may at any time, in RLM’s sole discretion, temporarily or permanently, terminate any Authorized Account, refuse to renew any Authorized Account, deny you access to the Site, and/or cancel any transaction via the Site for any reason, including, but not limited to, if we determine or suspect, in our sole discretion, that: (i) you have violated these Terms, any laws, rules or regulations, or the rights of our other users or other third parties; or (ii) you have commenced a proceeding under bankruptcy, become insolvent, had a receiver appointed, or made an assignment for the benefit of creditors.
PROPRIETARY INFORMATION; DATA COLLECTION; YOUR CONTENT
You acknowledge the technology created by RLM to provide the Site is proprietary and highly confidential, and you will respect its confidentiality. You may not, directly or indirectly, (a) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying organization, structures, ideas or algorithms of the Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) or (b) copy, adapt, combine, integrate, bundle, create derivative works of, translate, localize, port or otherwise modify any Services. By using the Services, you may gain certain knowledge about the Site and Services that is not generally known to the public, including, but not limited to, business reporting, business strategies, and business information, software, or other proprietary and information confidential information (collectively, “Confidential Information”). To the extent you learn any Confidential Information during your use of the Site, you agree that you will not use it except for purposes of using the Site and will not use that information to compete with RLM or develop your own lead management tool. You understand that inherent in your use of the Services, RLM will gain insight and knowledge that may not be publically known or available about your business, data, customers, potential customers, cost information, and other potentially proprietary information and systems. RLM and its affiliates agree that it will not use that information to compete with your business and to use reasonable efforts to maintain the confidentiality of such information. Notwithstanding the foregoing, RLM may collect information relating to your use of the Services, including, but not limited to, (a) analytics information relating to your operating system, device type (e.g. iPhone, PC, etc.), IP address, page views, number of visits, and page views per visit; and (b) analytics information related to our specific services of lead management, including, but not limited to (1) the number of leads, (2) follow ups per lead, (3) time from lead assignment to first action; (4) finalized leads (dead or closed), (5) sources of leads, (6) status of leads, (7) time to quote a lead, (8) time between follow ups, and (9) other information naturally generated in the course of lead management (collectively, “Usage History”). RLM may use this Usage History in any number of ways and may make such information available to you as part of the Service. You acknowledge that RLM has the right to collect and use this Usage History. In connection with your Account, you may be able to upload documents to RLM. If you do, you agree that you will not post any documents or other materials (collectively, “Content”) that: (i) you do not have the authority to upload; (ii) are in breach of any legal duty owed to a third party such as a contractual duty or a duty of confidence; (iii) contain any material that is obscene (including sexually explicit material), offensive, abusive or hateful; (iii) infringe any copyright, trademark or other intellectual property right of any person or organization; or (iv) contain any material that contains viruses or any other computer code, programs or files designed to destroy, interrupt or limit the functionality of any computer, computer software or hardware or telecommunications equipment. Content may only be uploaded in file formats supported by RLM. You agree: (a) to cooperate with RLM in correcting any problems associated with documents you upload or that are uploaded on your behalf; and (b) to retain back-up copies of the Content. At all times the Content and information that you provide in connection with the Services remains the property of the user, provided, however, that if information or data is anonymized, RLM has the right to use any information or data contained on the Site for its own purposes and in its sole and absolute discretion.
We reserve the right to alter, modify or change these Terms, our products, services or any other content of the Site, at any time and in our sole discretion. Any alteration, modification or change will be effective immediately upon posting on the Site, and you waive any right you may have to receive specific notice of such alteration, modification or change. Frequently review these Terms and all applicable policies to understand the terms and conditions that apply to your use of the Site. If you do not agree with these Terms, or to any alteration, modification or change, you must stop using the Site and RLM’s services. Your continued use of the Site or any Services following the posting of any alterations, modifications or changes constitutes your acceptance.
GOVERNING LAW; VENUE
This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to any conflicts of laws principles. Any claims or disputes regarding this Agreement shall be exclusively heard in the state courts of the State of Ohio, Franklin County or in the U.S. District Court, Southern District of Ohio, and the parties hereto consent to the exclusive personal jurisdiction of venue in such court. The parties waive any defense based upon forum non conveniens, lack of jurisdiction and they hereby waive trial by jury.
DISCLAIMERS; RELEASE; LIMITATION OF LIABILITY; INDEMNIFICATION
RLM does not guarantee continuous or secure access to the Site or Services. Though RLM strives for 24/7 access to the Services, there may be times during scheduled maintenance and downtime that the Services may not be available. RLM will use its best efforts to notify you in advance of any such maintenance or downtime. You acknowledge that the Internet is an open system and that RLM cannot guarantee that unauthorized third parties will not access RLM and the documents on it, although certain reasonable steps have been taken to prevent such unauthorized access.
YOUR USE OF RLM IS AT YOUR SOLE RISK. THE WEBSITE AND ALL STATEMENTS CONTAINED IN IT ARE PRESENTED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
YOU HEREBY RELEASE RLM, AND ITS AND DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM ANY LIABILITY, INCLUDING NEGLIGENCE, IN CONNECTION WITH THE SITE AND ANY RELATED SERVICES, AND FROM ANY LOSS OR EXPENSE SUFFERED BY YOU RESULTING DIRECTLY OR INDIRECTLY THEREFROM. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES), WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY. EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL RLM BE LIABLE FOR ANY DAMAGES IN THE AGGREGATE IN EXCESS OF THE GREATER OF (I) THE AMOUNT PAID TO RLM FOR THE SERVICES OVER THE 12 MONTHS PRECEDING THE DATE ANY CLAIM ARISES AND (II) $100.
ANY ACTION AGAINST RLM PERMITTED UNDER THIS AGREEMENT AND NOT BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE LATER OF (I) THE ACCRUAL OF; OR (II) RLM OR YOUR KNOWLEDGE OF (OR WHEN SUCH PARTY SHOULD HAVE REASONABLY BECOME AWARE OF) THE CAUSE OF ACTION SHALL BE DEEMED BARRED.
You agree to defend, indemnify and hold harmless RLM and its affiliates, and each of their respective directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys’ fees and costs) arising from or relating to: (i) your access to or use of the Site; (ii) your negligence or misconduct or that of your employees, agents, or independent contractors; and (iii) the breach of any of your obligations hereunder.