Last Updated: June 8, 2021
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
1. RIGHT TO ACCESS AND USE THE PLATFORM
Subject to the terms and conditions of this Agreement, Rendered.ai grants you during the term of this Agreement a non-transferable, non-exclusive right, without the right to sublicense, to access and use the Platform for your internal business purposes.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Website or the Platform; (iii) modify, adapt, or translate the Website, the Platform, or any portion or component thereof; (iv) make any copies of the Website, the Platform, or any portion or component thereof; (v) resell, distribute, or sublicense the Website, the Platform, or any portion or component thereof; (vi) remove or modify any proprietary markings or restrictive legends placed on the Website, or the Platform; (vii) use the Website, the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to the Website, or the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code; (ix) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of Rendered.ai in each instance; (x) use the Website, or the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Website, or the Platform for the benefit of a third party; or (xi) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
If you violate this section, Rendered.ai reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. Rendered.ai reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.
You may view all content on the Platform (the “Content”) for your own internal business use and not for any other use, including any commercial use, without the prior written consent of Rendered.ai. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Website and the Platform automatically terminates and you must immediately destroy any copies you have made of the Website and the Platform.
The trademarks, service marks, and logos of Rendered.ai (the “Rendered.ai Trademarks”) used and displayed on the Website and the Platform are registered and unregistered trademarks or service marks of Rendered.ai. Other company, product, and service names located on the Website and the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Rendered.ai Trademarks, the “Trademarks”). Nothing on the Website and the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Rendered.ai Trademarks inures to our benefit.
Elements of the Website and the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
3. CUSTOMER DATA, OUTPUT, AND AGGREGATE DATA
For purposes of this Agreement, “Customer Data” means any data and information that you submit to the Platform, including, without limitation, the personal information such as name, email address, and other identifying information; and “Output” means reports, models, analyses, and related output that may be generated by your use of the Platform and made available to you through the Platform.
Subject to the terms and conditions of this Agreement, Rendered.ai hereby grants you a non-exclusive, worldwide, full paid-up, royalty-free right and license to use the Output for your internal business purposes. You shall not sell, license, or otherwise make available the Output to any third-party on a stand-alone basis; provided, however, you have the right to combine the Output with any additional information, materials or documents (collectively, the “Bundled Output”) and sell, license, or otherwise make available the Bundled Output to any third-party.
Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, the Customer Data, as well as any Other Information that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform and the services. Aggregate Data does not identify you. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
By accessing the Website and/or using accessing and/or using the Platform, you hereby agree to comply with the following guidelines:
You will not use the Website and the Platform for any unlawful purpose;
You will not access or use the Website and the Platform to collect any market research for a competing businesses;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website and the Platform;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website and the Platform;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website and the Platform;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Website and the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Website and the Platform, or any portion thereof, without notice.
5. END USER ACCOUNT
If you are an End User who has received an invitation to access and use the Platform, you will have to register to create an account. During the registration process, we will ask you to provide your name and e-mail address and create a username and password for your account (“End User Account”). You represent and warrant that all information you provide to us is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for the confidentiality of your End User Account. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.
The Platform is available only for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. We are under no obligation to accept any individual as an account holder, and may accept or reject any registration in our sole and absolute discretion.
We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or any portion thereof, without notice and without reason.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Website, the Platform and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
THE WEBSITE, THE PLATFORM AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER RENDERED.AI NOR RENDERED.AI’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RENDERED.AI HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT RENDERED.AI AND RENDERED.AI’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE PLATFORM OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE PLATFORM OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100) EXCEPT AS PROVIDED IN THE SAAS AGREEMENT.
9. EXTERNAL SITES
The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You will indemnify, defend, and hold Rendered.ai, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Rendered.ai Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Rendered.ai Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) any misuse of the Website, the Platform, and/or the Content; or (iii) your gross negligence or willful misconduct; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
11. COMPLIANCE WITH APPLICABLE LAWS
The Website and the Platform are based in the United States. We make no claims concerning whether the Website and the Platform may be viewed or be appropriate for use outside of the United States. If you access the Website and the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website and the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website and the Platform at any time without prior notice or liability.
13. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Website, or the Platform (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 12 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
14. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Washington for purposes of any such action by us.
16. CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of Washington for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement
If the Agreement is terminated in accordance with the termination provision in Section 12 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Ownership,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
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