RSI PORTAL END USER LICENSE AGREEMENT
For purposes of this EULA, “Confidential Information” means all non-public, proprietary information provided to you by RSI whether through the Portal or otherwise. Confidential Information includes the Portal and all information and materials contained therein, your account and login information, and any other non-public financial, technical, or business information of RSI. RSI will at all times retain sole ownership of all Confidential Information. You will hold all Confidential Information in strict confidence. You will not transfer, display, convey or otherwise disclose or make available any Confidential Information to any third party. You may disclose certain Confidential Information to your directors, officers, or employees only to the extent such persons have a need to know such Confidential Information and who are bound by written confidentiality obligations as least as protective as those set forth herein. You are fully responsible for any misuse or disclosure of Confidential Information by such personnel. Upon any termination or expiration of this EULA, you will promptly return or destroy all Confidential Information in your possession and certify the same to RSI.
The obligations of confidentiality hereunder will not apply to any particular Confidential Information to the extent You can demonstrate to RSI’s reasonable satisfaction that such Confidential Information: (i) is in or enters the public domain through no fault of your own and without any breach of confidentiality or other restriction on disclosure; or (ii) was lawfully in your possession without any breach of confidentiality or other restriction on disclosure prior to receiving it from RSI. You may disclose Confidential Information to the extent required by law, provided that you provide reasonable prior notice to RSI of any such disclosure and cooperate with reasonable efforts to limit, eliminate, or otherwise secure protective treatment for such disclosure.
You agree and acknowledge that any actual or threatened breach of confidentiality may cause irreparable harm for which monetary damages would be an inadequate remedy and that RSI will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach.
RSI shall own all right, title and interest in and to the Portal and all data and other information (other than User Information) included therein, including but not limited to all patents, trademarks, copyrights, trade secrets and other proprietary rights therein.
This EULA is effective until terminated by you or RSI in accordance herewith. Your rights under this EULA will terminate automatically without notice from RSI if you fail to comply with any term of this EULA. Upon termination of this EULA, you shall cease all use of the Portal, and destroy all copies, full or partial, of the Portal.
SERVICES; THIRD PARTY MATERIALS
The Portal may enable access to RSI’s and third party services and web sites (collectively and individually, “Services”). Use of the Services may require Internet access and that you accept additional terms of service. The information provided by the Portal is provided to you for informational and reference purposes only. While every effort has been made to ensure the quality and accuracy of information displayed through the Portal, RSI shall not be held responsible for incomplete, inaccurate, invalid or incorrect information displayed through the Portal.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that RSI is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. RSI does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third party Services or Third Party Materials. Third Party Materials and links to other web sites are provided solely as a convenience to you. Neither RSI, nor any of its content providers, guarantees the availability, accuracy, completeness, or reliability of any Services. You should exercise judgment in your use of any Services.
You agree that Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that RSI is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.
RSI makes no representation that Services are appropriate or available for use in any particular location. To the extent you choose to access such Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. RSI and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will RSI be liable for the removal of or disabling of access to any such Services. RSI may also impose limits on the use of or access to certain Services without notice or liability.
USE OF THE PORTAL AND SERVICES IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT. THE PORTAL, THE SERVICES AND ITS MATERIALS MAY BE INCOMPLETE, CONDENSED, OR INTERPOLATED. THE PORTAL AND SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PORTAL, THE SERVICES AND ANY INFORMATION THEREIN IS PROVIDED FOR INFORMATIONAL, NON-COMMERCIAL PURPOSES ONLY, AND IS NOT INTENDED AS A RECOMMENDATION FOR ANY PARTICULAR ACTION OR INACTION OR AS AN ENDORSEMENT OF ANY THIRD PARTIES. THE PARTIES AGREE THAT USE OF THE PORTAL DOES NOT GUARANTEE ANY PARTICULAR RESULTS, INCLUDING WITHOUT LIMITATION SALES, PROFITS, REVENUE, OR ACHIEVEMENT OF ANY OTHER BUSINESS GOALS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL AND ANY SERVICES PERFORMED OR PROVIDED THROUGH THE PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND RSI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PORTAL AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. RSI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PORTAL, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED RELATED TO, THE PORTAL WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PORTAL OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PORTAL OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RSI OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PORTAL OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL RSI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PORTAL, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF RSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL RSI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, hold harmless and defend RSI, its officers, agents and employees from and against any damages, liabilities, claims, demands, or causes of action whatsoever (including attorneys’ fees), arising out of, or resulting from, your use of the Portal hereunder, except to the extent it is finally adjudicated, in the underlying proceeding in which such liability is incurred, that such liability resulted primarily from the fraud, gross negligence or willful misconduct of RSI or its officers, agents or employees. Without limiting the foregoing, in the event that RSI or its officers, agents or employees are required to testify or otherwise respond to any legal action in connection with the services provided hereunder, you agree to reimburse RSI for its out-of-pocket costs incurred, including fees for services (including attorneys’ fees) at applicable hourly rates.
You may not use or otherwise export or re-export the Portal or any data, information or software therein except as authorized by United States law and the laws of the jurisdiction in which the same was obtained. In particular, but without limitation, the Portal or any data, information or software therein may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Portal, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Portal for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
The Portal and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
The laws of Texas, excluding its conflicts of law rules, govern this EULA and your use of the Portal.
If you have any questions regarding this EULA, you may contact us by sending an email to firstname.lastname@example.org.