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This agreement between RDGME LLC , a limited liability company organized and existing under the laws of Ohio (hereinafter "RDGME LLC"), and the prospective client (hereinafter "subscriber"). For the consideration as described below, and for the period of the Agreement as stated herein, RDGME LLC shall provide the Subscriber with the services as described (hereinafter "Services"). MarketEase is name of software provided by RDGME LLC.
1. Access Agreement
Upon enrollment to the MarketEase software you will be subject to the terms of this agreement which will commence upon acceptance of agreement and signed application by RDGME LLC and will continue for for as long as all dues are paid. Continuance of agreement will remain in effect unless terminated by either party. Both parties will be obligated to give a minimum of one-month notice for termination of agreement. RDGME LLC holds the right to terminate this agreement at any time due to breach of agreement. There is a No Refund policy once payments are made. Once a termination date is confirmed basic client profile information (client name/contact info) held within their MarketEase database can be printed and forwarded to the subscriber by submitting a written request to RDGME LLC for the data along with a $25 fee. A paper copy of the information will be forwarded to subscriber by regular U.S. postage and all data will then be purged from the system. Should agency require an electronic copy of the basic client profile data, a $75 fee will be charged and paid prior to receiving such data. Exporting of further database information is subject to fees depending on depth of data requested. Contact RDGME LLC for current fee schedule.
2. Payment Terms
In consideration for the services rendered by RDGME LLC, the subscriber agrees to pay RDGME LLC in accordance with the payment plan set forth in the attached Schedule A. No part of the payment made by the subscriber to RDGME LLC under this agreement shall be deemed to acquire for the subscriber any ownership or equity in the software described herein. The Internet software program supplied by RDGME LLC is for the use of the individual subscriber noted in this agreement only, you are granted a limited, non-exclusive, revocable, non-Transferable, non-sublicensable, worldwide limited right to access and use the service. For the purposes of this agreement, you are the “Account Owner” and any other users you authorize will be deemed “Authorized Users.” To the extent applicable, Authorized Users that you appoint as your administrators shall have the authority to act on your behalf to perform administrative duties, enter into binding agreements and accept Fees (as defined below). You will be responsible for all activity occurring under your account(s), including each Authorized User’s compliance with this Agreement. Payments will be made by credit card on a monthly or yearly basis and user will be on automatic renew until the subscriber Cancels their.
3. Default Of Payment
In the event, the subscriber defaults on any part of the payment due to RDGME LLC, RDGME LLC reserves the right to deactivate the Internet service provided to the subscriber by this agreement. The deactivation of MarketEase software services after the subscriber has defaulted, shall not waive any payment due to RDGME LLC while services were being provided by RDGME LLC. RDGME LLC will notify the subscriber of the default in payment and offer a one-week notice prior to deactivating such subscriber. The subscriber agrees that they will at that time make arrangements regarding payment due to RDGME LLC, or will be permanently deactivated from RDGME LLC Internet database.
4. Software Product License
The RDGME LLC software product is licensed, not sold. You may not rent or lease the RDGME LLC software product to any party. You may utilize a network to share data stored by RDGME LLC software product; however, you must acquire a dedicated and distinct license for each user using the RDGME LLC software product. Any given license for the RDGME LLC software product may not be shared or used concurrently with different users in a given organization. RDGME LLC reserves all rights not expressly granted to subscriber in this agreement. The subscriber’s rights to use the RDGME LLC software product shall not be assigned, licensed, or transferred to a successor, affiliate or any other person, firm, corporation or organization, voluntarily, by operation of law, or an other manner without the prior written consent of RDGME LLC.
5. Copyright and Trademarks
Copyright laws and international copyright protect the RDGME LLC software product (MarketEase) treaties, as well as by other intellectual property laws and treaties. All rights, title, and copyright in and to the RDGME LLC software product along with any copies of the software product are owned by RDGME LLC Limitations on reverse engineering, decompilation, and disassembly: You may not reverse engineer, decompile or disassemble the RDGME LLC software product, except and only to the extent that such activity is expressly permitted by the applicable law notwithstanding this limitation. The subscriber further understands that any operation manuals; training aids and other written materials supplied by RDGME LLC are subject to the State and Federal Copyright Laws. RDGME LLC retains title to all programs, documentation, information or data furnished by RDGME LLC in machine-readable form and training materials. Subscriber understands that the use and disclosure of such material must be carefully and continuously controlled. Subscriber agrees to take all necessary steps to ensure all confidential, proprietary, and copyright material are handled, stored, and otherwise protected from loss or misuse.
6. Termination of Agreement
Without prejudice to any other rights, RDGME LLC may terminate this agreement if subscriber fails to comply with the terms and conditions of this agreement. Any attempt to undermine or cause harm to the RDGME LLC system, or any action which in the sole and final judgment of RDGME LLC is made with malicious intent or result, may result in immediate account termination, assessment of service charges and/or legal action. In such event, RDGME LLC has the authority to deactivate the subscriber. RDGME LLC shall be entitled, without notice, to monitor Internet accessible activities for the purpose of verifying RDGME LLC software product performance and subscribers compliance with the terms of this agreement. Modifications or termination of this agreement shall not be valid unless in writing and signed by both parties.
7. Services
RDGME LLC provides the subscriber permission to use the supplied Internet software program for the term of this agreement. During the term of this agreement, RDGME LLC will supply the subscriber with any software updates or modifications made to the software, which are not charged as optional packages. RDGME LLC will provide telephone and e-mail support for the complete RDGME LLC software program during normal business hours. Training will be offered to subscribers at an additional cost (contact RDGME LLC for pricing). This agreement is between the subscriber and RDGME LLC and does not include any other third-party software.
RDGME LLC reserves the right to charge the subscriber for any customization/modifications requested by the subscriber to be added to their individual MarketEase database. An additional agreement may need to be signed regarding the details and cost of the customization/modifications. Again, any additions that are added to MarketEase are the sole property of RDGME LLC.
RDGME LLC will not be responsible for any hardware of any kind, including but not limited to Computer equipment, Network equipment, Phone equipment, Printer, Fax Machines, Electrical equipment, Internet providers, Internal computer software, etc.
All reports, designs, specifications, and other materials and all rights in all media made and/or developed under this agreement directed to enhancement of MarketEase, whether prepared by RDGME LLC or the subscriber as the result of the subscriber’s use under this agreement, shall be the sole and exclusive property of RDGME LLC.
All use of email marketing features within RDGME LLC software requires subscriber's agreement to abide by the CAN-SPAM laws. No email lists will be brought into the MarketEase database software that were bought, rented, or received in any way other than permissions-based, or recipient opt-in, email addresses (such as trade show signups, regular client contact, website registration, etc.). Subscribers must also provide proper means for clients to unsubscribe/opt-out and immediately remove requester from any/all email marketing lists. Misuse of the email marketing features, such as spamming, are grounds for immediate termination of RDGME LLC services for said abuser without refund. By signing this agreement, you are accepting these General Rule of USE:
In the event that we determine, in our sole discretion, that you are not complying with this Section and/or our Acceptable Use Policy, we may terminate your access to or use of the Services, disable your account or access to the Services, and/or remove all or a portion of your content, in each case, without notice or liability and without refund.
8. Additional Products or Services
Subscriber may request in writing services on products ("additional items") that they may include in their RDGME LLC software product. Such requests need to be in writing and submitted to RDGME LLC by mail or e-mail. Such items will be reviewed, at which time RDGME LLC will decide if such product should be added to MarketEase as an upgrade (no charge to subscribers) or if such item will be customized for this individual subscriber, at which time a price quote will be sent to the subscriber. Any additions that are added to MarketEase are the sole property of RDGME LLC.
9. Confidentiality
The parties recognize that they will have access to confidential proprietary information and/or trade secrets of the other party. The subscriber specifically acknowledges that the Services and Products constitute valuable trade secrets of MarketEase. Accordingly, the parties agree that the provisions of this agreement, any information whatsoever with respect to the Services and Products, the course of dealing between RDGME LLC and subscriber hereunder and all other non-public information relating to the foregoing, including but not limited to user information submitted through subscriber’s web forms, and the number of such web forms submitted (collectively, the "Confidential Information") shall be treated by the parties on a confidential basis and shall not be reproduced, reduced to writing, or disclosed to any employees of the parties (except on a need to know basis and then only if the employee is subject to an obligation of confidentiality) or any other person or entity without the prior written consent of the disclosing party. Disclosure of information pursuant to applicable statutes or regulations (collectively "Laws") shall be excepted from this provision: provided, however, that prior to any disclosure pursuant to any Laws, the recipient will assert the confidential nature of the Confidential Information and will cooperate fully with the disclosing party’s expense, in protecting against any such disclosure including, but not limited to, obtaining a protective order or similar order narrowing the scope of such disclosure of the Confidential Information. In the event such protection is not obtained, the recipient shall disclose the Confidential Information only to the extent to comply with the law. Notwithstanding any other provisions of this Agreement, the confidentiality provision of this section 9 shall not apply to any information which is; generally known to the public or readily ascertainable from public sources (other than as a result of a breach of confidentiality by either party or any person or entity associated with either party); independently developed without reference to or reliance on any Confidential Information of the other party, as demonstrated by written records (which shall be provided upon request); or obtained by one party from an independent third party who has created or acquired such information without reference or reliance on Confidential Information of the other party, as demonstrated by written records (which shall be provided upon request).
RDGME LLC agrees that all data entered into, processed by, and reports generated by MarketEase under this agreement, are the sole property of the subscriber. RDGME LLC shall have no rights to reproduce, examine, or remove from the subscriber’s personal MarketEase database any form of such data without the expressed consent of the subscriber. If it should become necessary that such data or portion thereof require removal from MarketEase, RDGME LLC shall render such data unusable.
The parties agree that they will not attempt to copy or in any way, alter, re-engineer or otherwise tamper with any of the Confidential Information.
10. Warranty
RDGME LLC disclaims all warranties with regard to MarketEase and the RDGME LLC software products licensed hereunder including all implied warranties of merchantability and fitness and all obligations or liabilities on the part of RDGME LLC for damages including but not limited to consequential damages arising out of or in connection with the use or performance of the system. In the event that RDGME LLC is required to repair any damage done by the client or any third party then RDGME LLC reserves the right to charge the subscriber for time and expense to repair such damage. RDGME LLC does not guarantee to be able to repair any damages whatsoever.
Subscriber recognizes that RDGME LLC does not guarantee the software to be free from errors and that RDGME LLC does not guarantee to fix, repair or replace any software errors.
During the term of this agreement RDGME LLC will do everything possible to correct any errors found by subscriber, but again cannot guarantee the outcome of the writing of that portion of MarketEase.
RDGME LLC is not responsible for subscriber problems resulting from accident, abuse, misapplication, problems with subscribers ISP (Internet Service Provider), and lack of correct use of computer applications needed for operation of MarketEase. No other express or implied warranties exist. The entire risk, including consequential, incidental and other damages, if any, arising out of the performance of (without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss), the subscribers use or inability to use MarketEase remains with the subscriber.
11. Liability
The parties acknowledge that the limitations hereinafter set forth in this agreement are integral to the amount of fees levied in connection with this agreement. RDGME LLC does not monitor or exercise control over the content of the information transmitted through its software program. Use of the services and products or any information that may be obtained therein is at subscriber’s own risk. RDGME LLC shall have no responsibility or liability for the accuracy or quality of information obtained through its services and products. RDGME LLC shall not be deemed to be in default of any provision of this agreement or be liable for any delay, failure of performance or interruption of the provision of services and products to subscriber resulting or indirectly, from any weather conditions, natural disasters or other acts of God, action any governmental or military authority, failure caused by telecommunication or other internet provider, or other force or occurrence beyond its control. The sole and exclusive remedy against RDGME LLC for any damages whatsoever to subscriber arising out of or related to this agreement shall be the refund of the fees that have been prepaid by the subscriber for any future months paid to RDGME LLC with respect to the then current term of this agreement. RDGME LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF RDGME LLC SERVICES AND PRODUCTS BY SUBSCRIBER OR ANY THIRD PARTIES, OR INTERRUPTION OF BUSINESS EVEN IF RDGME LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. RDGME LLC PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. RDGME LLC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBSCRIBER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND RDGME LLC SHALL HAVE NO LIABILITY THEREFORE. The limitations of liability provided in this section of the agreement shall inure to the benefit of RDGME LLC and to all of the respective officers, directors, attorneys, employees and agents of RDGME LLC and such other entities ("Limited Liability Parties"). The limitations of liability afforded RDGME LLC in this agreement shall apply whether the action in which recovery is sought is based in contract, tort (including, but not limited to, negligent or strict liability), statute or otherwise or a Limited Liability Party is alleged to be liable jointly with one or more parties or otherwise.
Schedule A
Click here to read Schedule A regarding payment.
Summation:
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