SOFTWARE LICENSE AGREEMENT
WHERAS, REAL AGENT GUARD, LLC develops and licenses various software, including the Licensed Software (as defined below).
WHEREAS, the Parties desire that REAL AGENT GUARD, LLC license to Licensee a nonexclusive right to use the Licensed Software for Licensee’s and its AuthorizedAffiliates’ internal use at the Authorized Facilities (as defined below) under the terms and conditions of this Agreement.
In consideration of the mutual benefits to be derived, the Parties agree as follows:
1.1 “Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Licensee.
1.2 “Authorized Affiliates” means Licensee’s Affiliates listed in Exhibit B and hereby authorized to use the Licensed Software in accordance with this Agreement.
1.3 “Authorized Contractors” means contractors of the Licensee and/or its Authorized Affiliates, including those performing data input functions, excluding, however, anycontractor that is a direct competitor of REAL AGENT GUARD, LLC without the written consent of REAL AGENT GUARD, LLC.
1.4 “Authorized Facilities” means the facilities of Licensee or its Authorized Affiliates for which license fees are fully paid by Licensee and/or its Authorized Affiliates.Subject to REAL AGENT GUARD, LLC’s approval, Licensee may add other Authorized Facilities (and Authorized Affiliates) from time to time by purchasing additionallicenses as provided in this Agreement. Authorized Facilities shall also encompass those individual agents of Licensee or an individual agent, if such shall be theLicensee.
1.5 “Client Modules” means the components of the Licensed Software that are installed on REAL AGENT GUARD, LLC server(s) (for hosting services from REAL AGENT GUARD, LLC) in accordance with this Agreement and the Work Order (if any).
1.6 “Agent Group” means a Party and that Party’s Affiliates, and its and their respective officers, directors, employees, agents, contractors and representatives.
1.7 “Licensed Software” means the Real Agent Guard mobile application, Real Agent Guard Monitor mobile application, and web-based dashboard on www.realagentguard.com/dashboard, that the Licensee is licensed to use under this Agreement, in object-code form only, as specified in the Confidential Products and Price List and related documentation, together with any additional computer programs, manuals, or documentation that REAL AGENT GUARD, LLC may license in the future or otherwise provide as a New Release, Updates or other modifications to the Licensed Software. Licensed Software consists of ServerModule(s) and/or Client Modules as may be elected by Licensee.
1.8 “Legend” means any product identification marking or any patent, copyright, trademark, or other proprietary or legal notice.
1.9 “New Release” means a new commercially released version of the Licensed Software delivered in accordance with this Agreement that incorporates major newfeatures, functionality, enhancements, or improvements and that may be designated by a change in the version number to the left of the decimal.
1.10 “Outsourcer” means a third party that operates and maintains Licensee’s data- processing systems to provide services solely to Licensee and/or its Authorized Affiliatesand not to any third party.
1.11 “Proprietary Rights” means rights (whether existing now or in the future and whether worldwide or provided by international treaties or conventions or by individual countries or regions) under patent law, copyright law, neighboring- rights law, industrial-design-rights law, semiconductor-chip-and-mask-work- protection law, moral-rights law, database-protection law, trade-secret law, trademark law, unfair-competition law, publicity-rights law, privacy-rights law and any and all similar proprietary rights; rights under contract or other legal duty relating to the protection of confidential or proprietary information; rights in, to and under registrations and governmental grants (such as patents and utility models)and applications for these rights, including continuations, divisionals, continuations-in-part, provisionals, reissuances, reexaminations, renewals, extensions,restorations, and substitutes; and rights to sue for or recover and retain damages and costs and attorneys’ fees for actual or threatened past, present, and future infringement, dilution, conversion, misappropriation, or violation of any of these rights, and to pursue and obtain any other remedies relating to the foregoing rights.
1.12 “Server Modules” means the components of the Licensed Software that are installed on the Licensee’s or an Authorized Affiliate’s server(s) (or that of anOutsourcer engaged by Licensee in accordance with Section 5) in accordance with this Agreement and the Work Order (if any).
1.13 “Updates” means a new commercially released version of the Licensed Software delivered in accordance with this Agreement which incorporates bug fixes, minormodifications, patch releases or any other change and which may be designated by a change in the version number to the right of the decimal.
1.14 “Work Order” means a detailed, written scope of work for services, executed by both Parties, under the Technical Support Agreement.
2. License Grant. As of the Effective Date and during the term of this Agreement, REAL AGENT GUARD, LLC hereby grants to the Licensee and its Authorized Affiliates(including its and their respective employees and Authorized Contractors (collectively, the “Licensee Personnel”)), and Licensee hereby accepts, a limited, personal, nontransferable, nonassignable (except as otherwise permitted under Section 25), nonexclusive license to use the Licensed Software (the “License”), which may not be sub-licensed and which is restricted further as described below.
Except as provided in this Agreement, no company or individual, and no Affiliate of Licensee, will use or is authorized to use, execute, view or access the Licensed Software or other Proprietary Rights of REAL AGENT GUARD, LLC, or is authorized under the License in any manner.
A. Local Installation. Where the Licensed Software is installed at the Authorized Facilities, at the facilities of Licensee for use at the Authorized Facilities, or at thefacilities of an Outsourcer engaged by Licensee in accordance with Section 5, Licensee and its Authorized Affiliates may do the following:
(1) install the Licensed Software on servers and workstations at Authorized Facilities, at the facilities of Licensee for use at the Authorized Facilities, or at the facilities of an Outsourcer engaged by the Licensee in accordance with Section 5;
(2) use the properly installed Licensed Software for its intended use as specified in the accompanying documentation for Licensee’s and/or its Authorized Affiliates’internal business operations at the Authorized Facilities, or at the facilities of an Outsourcer engaged by the Licensee in accordance with Section 5; and
(3) use the Licensed Software only to the extent of specific licensed modules at specific Authorized Facilities, or at the facilities of an Outsourcer engaged by theLicensee in accordance with Section 5, for which license fees under this Agreement have been fully paid.
B. Hosted. Where the Licensed Software is hosted by REAL AGENT GUARD, LLC, the Licensee and its Authorized Affiliates, may only do the following:
(1) use the Licensed Software for its intended use as specified in the accompanying documentation for Licensee’s and its Authorized Affiliates’ internal business operations at the Authorized Facilities, or at the facilities of an Outsourcer engaged by the Licensee in accordance with Section 5.
3. Express Restrictions on License. Nothing in this Section 3 impairs or limits the general restrictions on the License that are set forth in or implied by Section 2 or limits any other restriction or prohibition with respect to the Licensed Software. The following are expressly excluded from the scope of the License and are conditions for any obligation of REAL AGENT GUARD, LLC relating to the License, and Licensee may not, and warrants that it will not, do or permit any other person to do any of the following:
A. use the Licensed Software for any personal, family, or household purposes; for any other consumer uses; or in any way that would cause Licensee to fit the definition of or be considered a “consumer” under any applicable law or other governmental regulation or rule;
B. use the Licensed Software to acquire, generate, or process data or information other than for Licensee’s and its Authorized Affiliates’ use as permitted under theLicense;
C. use the Licensed Software in any time-sharing, service-bureau, or other information-processing or management activity or business, or use the Licensed Software in any way for the benefit of a person other than Licensee and its Authorized Affiliates;
D. use the Licensed Software other than in full compliance with the terms and conditions of this Agreement and all applicable laws and governmental regulations and rules, including the laws governing patents, copyrights, trademarks, trade secrets, confidential or proprietary information, privacy and export control, as well as laws prohibiting the use of telecommunications facilities or computer networks in a manner that is illegal, obscene, harmful to minors, threatening, or harassing;
E. separate components of the Licensed Software for independent use or for use with other software or computer code or with data or information other than permitted uses under the License;
F. permit any person, other than Licensee Personnel who have a bona fide need to use the Licensed Software under the License, and any Outsourcer engaged in accordance with Section 5, to access the Licensed Software, or permit any of the Licensee Personnel, or any Outsourcer, to use the Licensed Software other than in compliance with the terms of the License;
G. rent, lend, lease, or transfer (except as otherwise permitted under Section 25) the Licensed Software to any other person or offer or attempt to do so, or attempt to or purport to sell or sublicense the Licensed Software;
H. make, use, alter, modify, adapt, translate, make derivative works of, copy, reproduce, publish, republish, upload, post, repost, transmit, mirror, distribute, redistribute,display, or perform any Licensed Software in any way without REAL AGENT GUARD, LLC’s prior written consent or except as expressly provided under the License;
I. reverse-engineer, reverse-compile, decompile, reverse-assemble, disassemble, or otherwise attempt to access, reconstruct, inspect, or discover the source code or underlying ideas, methods, processes, or algorithms of the Licensed Software or any data or information contained in the Licensed Software;
J. remove or permit the removal of any Legend(s) on or in the Licensed Software;
K. grant any security interest in or lien on the Licensed Software, or otherwise impose or permit any other obligations with respect to the Licensed Software; and
L. access or attempt to access any features or functionalities of the Licensed Software except as expressly provided in the associated manuals and documentation and in accordance with the standard installation of the Licensed Software.
All rights not expressly granted to Licensee in this Agreement are expressly reserved by REAL AGENT GUARD, LLC.
4. Affiliate Rights. This Agreement will apply to any Authorized Facility owned by an Authorized Affiliate. Authorized use of Licensed Software by an Authorized Affiliate atan Authorized Facility in accordance with this Agreement will be considered as licensed use by Licensee. No authorized use by an Authorized Affiliate will be deemed to increasethe scope of use authorized for Licensee. Licensee at all times remains fully responsible for all obligations of its Authorized Affiliates with respect to this Agreement and for anybreach of this Agreement or violation of any of REAL AGENT GUARD, LLC’s Proprietary Rights by any Affiliate of Licensee. Licensee is additionally responsible for the actsor omissions of any Licensee Personnel which are in breach of the terms and conditions of this Agreement. Licensee will defend, indemnify and hold REAL AGENT GUARD, LLC harmless from and against all damages, and reasonable costs and attorney’s fees, arising from breach of this Agreement by any member of Licensee’s AgentGroup.
5. Outsourcing Rights. Licensee may enter into an arrangement with an Outsourcer for the operation of the Licensed Software during the term of this Agreement in accordance with its terms and conditions. Licensee must provide prior written notice to REAL AGENT GUARD, LLC, and the Outsourcer must agree in writing to the following:
A. to be bound by the use and confidentiality restrictions provided in this Agreement, and
B. to use the Licensed Software to provide services under this Agreement to Licensee and its Authorized Affiliates only and not to any other person or entity, or for any other purpose.
Licensee at all times remains fully responsible for all obligations of any Outsourcer and for any breach of this Agreement by any Outsourcer or any violation of any ofREAL AGENT GUARD, LLC’s Proprietary Rights in connection with this Agreement by an Outsourcer.
6. Audit Rights. No more than annually, REAL AGENT GUARD, LLC may, upon at least 15 days’ advance notice and at its expense, direct an accounting firm reasonablyacceptable to Licensee to audit during business hours Licensee’s and its Affiliates’ actual use of the Licensed Software. Licensee may require the auditors to agree toreasonable standard terms for the protection of the confidentiality of Licensee’s information and for compliance with Licensee’s reasonable security regulations. REAL AGENT GUARD, LLC shall arrange such audit so that, to the extent possible, Licensee’s and its Affiliates’ regular business activities are minimally disrupted. If Licensee’s and itsAffiliates’ use of the Licensed Software is finally determined to exceed its License hereunder, (a) Licensee will promptly pay any additional license fees, at REAL AGENT GUARD, LLC’s then-current price list or such other prices as the Parties may mutually agree in writing, for Licensee’s or its Affiliates’ excess use, and (b), if, as a result of suchexcess use, Licensee underpaid license fees hereunder by more than fifteen percent (15%) of the total fees paid for the Licensed Software, Licensee will
promptly reimburse REAL AGENT GUARD, LLC for its actual and reasonable expenses incurred to conduct the audit, not to exceed $5,000. This Section does not limit REAL AGENT GUARD, LLC’s rights under this Agreement, at law or in equity.
7. License Fees for Initial Licenses. The License fees for the initial licenses acquired by Licensee, and the related payment terms applicable thereto, are provided in Exhibit A.With REAL AGENT GUARD, LLC’s approval, Licensee may acquire additional licenses at the then-current prices or at such other prices as the Parties may mutually agree in writing. The prices are exclusive of sales or use taxes and any levy imposed on the transportation or use of the Licensed Software. Licensee will pay all these taxes as leviedby taxing authorities and invoiced by REAL AGENT GUARD, LLC, excluding REAL AGENT GUARD, LLC’s franchise taxes and any taxes that may be imposed on REAL AGENT GUARD, LLC’s income.
8. Acquisition of Additional Licenses. If Licensee acquires license rights for additional Licensed Software or new Client Modules for Server Modules for Authorized Facilities, the additional licenses will be governed by the terms and conditions of this Agreement. Except as expressly provided in Exhibit A, pricing for additional licenses will be in accordance with REAL AGENT GUARD, LLC’s then-current price list, which may be updated by REAL AGENT GUARD, LLC from time to time, or at such other prices as the Parties may mutually agree in writing.
9. Related Agreements.
Parties will enter into separate agreements for the following services if and to the extent applicable:
9.1 Technical Support – To receive any technical support of the Licensed Software, Licensee must enter into a Technical Support Agreement, the form of which is provided in Exhibit C.
9.2 Hosting Services – To receive any hosting services from REAL AGENT GUARD, LLC, Licensee must enter into a Hosting Services Agreement, the form of which isprovided in Exhibit D.
9.3 Training Services – To receive any training from REAL AGENT GUARD, LLC or its Affiliates, Licensee must enter into a Training Services Agreement, the formof which is provided in Exhibit E.
9.4 Software Development – To receive any software-development services from REAL AGENT GUARD, LLC or its Affiliates, Licensee must enter into a SoftwareDevelopment Agreement, the form of which is provided in Exhibit F.
9.5 Consultancy Services – To receive any consultancy services from REAL AGENT GUARD, LLC or its Affiliates, Licensee must enter into a Master ConsultancyAgreement, the form of which is provided in Exhibit G.
9.6 If any conflict exists or arises between this Agreement and any agreement in Exhibits C through G, this Agreement will govern.
10. Anti-Virus Check. Immediately before it is released, REAL AGENT GUARD, LLC warrants that it will test the Licensed Software utilizing the most recent software version anddefinition tables of a commercially available and industry standard anti-virus software program. REAL AGENT GUARD, LLC will provide or deliver only Licensed Softwarethat is determined to be virus-free by that anti-virus software program. This is REAL AGENT GUARD, LLC’s only and exclusive obligation concerning bugs, viruses ordestructive software elements for the Licensed Software. Once the tests are performed, REAL AGENT GUARD, LLC disclaims all other warranties or representations of anykind, and Licensee and its Authorized Affiliates waive all claims for damages of any kind against REAL AGENT GUARD, LLC, concerning bugs, viruses or destructiveelements of the Licensed Software which were caused by the acts or omissions of REAL AGENT GUARD, LLC, whether in testing the Licensed Software or otherwise, savethat REAL AGENT GUARD, LLC will be liable if by negligence or intentional misconduct REAL AGENT GUARD, LLC or any of its Agent Group places a bug, virus ordestructive element (malicious software that damages Licensee’s or its Authorized Affiliates’ computing environment, software or operating system) in the Licensed Software.
11. Express Limited Warranty.
11.1 REAL AGENT GUARD, LLC provides the express limited warranty set forth in this Section 11 (the “Limited Warranty”), subject to Article 10, which applies only tothe following (the “Warranted Software”):
A. LOCAL INSTALL
(1) the Licensed Software initially installed by REAL AGENT GUARD, LLC under this Agreement, along with any customizations that may be provided byRAG,
LLC during the initial installation under this Agreement, and
(2) Updates initially released by REAL AGENT GUARD, LLC under the Technical Support Agreement.
(1) Access to the Licensed Software initially granted to the Licensee by REAL AGENT GUARD, LLC under this Agreement, along with any customizationsthat may be provided by REAL AGENT GUARD, LLC at that time under this Agreement, and
(2) Updates initially released by RAG, LLC under the Technical Support Agreement.
11.2 The Limited Warranty excludes the following:
A. LOCAL INSTALL
(1) customizations that may be provided to the Licensed Software by REAL AGENT GUARD, LLC after the initial installation, and
(2) installed New Releases.
(1) customizations provided after access to the Licensed Software granted to the Licensee by REAL AGENT GUARD, LLC, and
(2) installed New Releases.
Licensee may request technical support for installation of customizations and New Releases under a Work Order as part of the Technical Support Agreement.
11.3 EXPRESS LIMITED WARRANTY: Commencing upon Licensee’s acceptance of the Licensed Software and continuing for a period of 90 days after Licensee’s acceptance(the “Warranty Period”), and subject to Article 10, REAL AGENT GUARD, LLC warrants only that the Warranted Software will do the following:
1. conform with all operational features and performance characteristics expressly provided in the documentation supplied by REAL AGENT GUARD, LLC and in theWork Order(s) for initial customizations to the Licensed Software, and
2. be free of errors and defects that materially affect the performance of these features.
11.4 The following requirements must be met for the Limited Warranty to apply:
1. the Warranted Software is installed, implemented, and operated in accordance with all written instructions supplied by REAL AGENT GUARD, LLC and with the terms and conditions of this Agreement;
2. Licensee notifies REAL AGENT GUARD, LLC in writing of any nonconformity, error, or defect within the Warranty Period;
3. For local installations Licensee has promptly and properly installed all Updates provided to Licensee as part of technical support services under a TechnicalSupport Agreement.
11.5 If Licensee timely notifies REAL AGENT GUARD, LLC in writing of any nonconformity, error, or defect in the Warranted Software, REAL AGENT GUARD, LLC will at its sole and exclusive option repair or replace the Warranted Software at REAL AGENT GUARD, LLC’s sole cost and expense so that the Warranted Software complies with the Limited Warranty. During the Warranty Period, REAL AGENT GUARD, LLC will provide reasonable telephone consultation on the use and operation of the Licensed Software. THE REMEDIES SET OUT IN THIS SECTION 11 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE LIMITED WARRANTY. Notwithstanding any other provision of this Agreement to the contrary, the Limited Warranty will not apply to nonconformities, errors, or defects caused by the following:
A. misuse of the Licensed Software by Licensee and/or Licensee’s Agent Group;
B. failure by Licensee to utilize compatible computer and networking hardware and software;
C. interaction with software or firmware not provided by REAL AGENT GUARD, LLC;
D. any change by Licensee or Licensee’s Agent Group in applicable operating-system software; or
E. the failure of Licensee to install Updates provided by REAL AGENT GUARD, LLC.
11.6 The Limited Warranty is limited strictly to the express, specific provisions of Section 11.3, subject to Sections 11.1, 11.2, 11.4 and 11.5. REAL AGENT GUARD, LLC DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE LICENSED SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT LICENSEE MAY SELECT FOR USE, THAT THE OPERATIONS OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL LICENSED SOFTWARE ERRORS WILL BE CORRECTED.
12. Warranty Disclaimers, Engineering Knowledge, and Expertise Requirements. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SPECIFIED IN SECTION 11 AND THEPROPRIETARY RIGHTS WARRANTY SPECIFIED IN SECTION 13.1, TO THE EXTENT ALLOWED BY LAW, REAL AGENT GUARD, LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES RESPECTING MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IFREAL AGENT GUARD, LLC HAS BEEN INFORMED OF THE PURPOSE). SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE LIMITATION IN THIS SECTION12 MAY NOT APPLY. THE LICENSED SOFTWARE IS NOT AN EXPERT SYSTEM AND RESULTS ARE NOT GUARANTEED. LICENSEE’S
USERS ARE REQUIRED TO POSSESS AND APPLY SUFFICIENT ENGINEERING KNOWLEDGE AND EXPERTISE TO OBTAIN ACCEPTABLE RESULTS. REAL AGENT GUARD, LLC DOES NOTHAVE ANY OBLIGATION
OR LIABILITY FOR DAMAGES OF ANY TYPE CAUSED BY ANY PARTY’S USE OR INABILITY TO USE THE LICENSED SOFTWARE EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY OTHERWRITTEN AGREEMENT BETWEEN REAL AGENT GUARD, LLC AND LICENSEE. LICENSEE ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THISAGREEMENT HAVE BEEN MADE RESPECTING THE LICENSED SOFTWARE OR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, AND THAT LICENSEE HAS NOT RELIED ON ANYREPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT.
13. Proprietary Rights Warranty and Indemnification.
13.1 Warranty. REAL AGENT GUARD, LLC represents and warrants that REAL AGENT GUARD, LLC has all right, title and authority to grant the License as provided in this Agreement.
13.2 REAL AGENT GUARD, LLC will defend and indemnify Licensee and its Affiliates from and against any and all claims that REAL AGENT GUARD, LLC lacks theright or authority to license the Licensed Software and/or that the Licensed Software infringes of any Proprietary Rights, but not to the extent of modifications oradditions not made by REAL AGENT GUARD, LLC’s Agent Group or use not authorized by this Agreement. This indemnity obligation is conditioned on Licenseepromptly notifying REAL AGENT GUARD, LLC in writing of any suit or claim (if REAL AGENT GUARD, LLC is materially prejudiced by Licensee’s failure topromptly notify REAL AGENT GUARD, LLC) and on Licensee’s permitting REAL AGENT GUARD, LLC to defend, compromise, or settle the suit or claim (providedthat REAL AGENT GUARD, LLC may not settle any suit or claim in a manner that admits liability on behalf of Licensee or its Affiliates, without the written consentof Licensee or its Affiliates). Licensee will, as reasonably requested by REAL AGENT GUARD, LLC, provide all relevant information in its or its Affiliates’possession and reasonable or necessary assistance, at REAL AGENT GUARD, LLC’s expense, to enable REAL AGENT GUARD, LLC to defend the claim. ThisSection 13 states the exclusive remedy and entire liability of REAL AGENT GUARD, LLC with respect to infringements or misappropriation of any ProprietaryRights by the Licensed Software or Licensee’s authorized use of any Licensed Software.
14. Disclaimer of Incidental and Consequential Damages; Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT ANDTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANYLOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF COVER), EVEN IF THE PARTY CAUSING THE DAMAGES HAS BEEN ADVISED OF THE POSSIBILITYOF THE DAMAGES. REAL AGENT GUARD, LLC’s maximum liability for damages of any kind arising out of or relating to this Agreement, including without limitation directdamages, will be limited to One Hundred Thousand Dollars ($100,000). Notwithstanding the foregoing or anything to the contrary, the provisions of this Section shall not apply to (a) either party’s indemnification obligations under Article 13.2 or with respect to claims of third parties under this Agreement, (b) breach of the confidentiality provisions herein, or (c) the gross negligence or willful misconduct of either party, its Affiliates or its or their respective employees, agents or contractors.
15. Title and Ownership. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. TheLicensed Software is not sold but instead is licensed under the terms and conditions of this Agreement. As between REAL AGENT GUARD, LLC and Licensee, ownership ofand title to the Proprietary Rights related to or embodied in the Licensed Software will remain in REAL AGENT GUARD, LLC, subject only to the license granted in Section2 of this Agreement. Regardless of any other term or condition of this Agreement, any right or privilege of Licensee to copy or reproduce the Licensed Software is subject to thefollowing conditions:
A. REAL AGENT GUARD, LLC retains or obtains all right, title, and interest in and to any copies or reproductions of the Licensed Software; or,
B. to the extent that REAL AGENT GUARD, LLC cannot or does not retain or obtain all right, title, and interest in and to any copies or reproductions of the LicensedSoftware, Licensee and its Affiliates expressly, unconditionally, and irrevocably waive and release every right, power, privilege, and immunity they may have under applicable law (including 17 U.S.C. §§ 109 and 117 and successors to them), whether express or implied, to distribute copies or reproductions to another person or entity or to copy or modify any Licensed Software present on the copies or reproductions.
Licensee will not alter or remove any proprietary notices, confidentiality notices, or other Legends placed on or contained within the Licensed Software. Licensee will includenotices and Legends in all copies of any part of the Licensed Software under this Agreement. Notwithstanding anything to the contrary in this Agreement, REAL AGENT GUARD, LLC does not grant any rights or licenses, whether by implication, estoppel, or otherwise (including without limitation any arising under any doctrine of patent or otherintellectual-property exhaustion, first sale, or fair use), other than those expressly granted in this Agreement, and REAL AGENT GUARD, LLC reserves all rights not expresslygranted in this Agreement.
16. Confidentiality. Each Party acknowledges that it will have access to certain confidential information of the other Party and/or its Affiliates concerning the other Party’s and/or itsAffiliates’ business, plans, licensees, technology, and products, and other information held in confidence by the other Party (“Confidential Information”). ConfidentialInformation will include all information in tangible or intangible form whether or not marked or designated as confidential. Confidential Information will also include, but notbe limited to, the Licensed Software, REAL AGENT GUARD, LLC’s Technology, and Licensee Proprietary Data (as such terms are defined in the Hosting ServicesAgreement) as well as trade secrets; private or secret processes as they exist from time to time; and information
concerning inventions, trade secrets, development procedures or plans, manufacturing techniques, test methodologies, research results, “know-how,” specifications, models,technical data, internal documentation, mailing lists, customer or client lists, the names of suppliers, the arrangements made from time to time with suppliers and customers, customerpreferences, customer procedures or processes, computer processes, programs and codes, financial and employee data and information, marketing strategies, pending projects andproposals, proprietary production processes, manufacturing techniques, new- product plans, equipment, designs, software, software documentation agreements and informationreceived from parties that is in the care, custody or control of a Party; land, lease and royalty information, information about a Party’s facilities, employees, contractors and in-dependent contractors; engineering drawings, sketches, renderings, manufacturing and test data, progress reports, materials, costs, specifications, promotion and pricingtechniques, credit and financial data concerning customers, information relating to the management of the Parties, drilling leases, royalties and related information, and anyother information one would reasonably expect to be kept confidential, whether or not the Confidential Information is marked or designated as confidential and regardless ofthe medium by which the Confidential Information is communicated.
Except in the course of performing services or obligations under this Agreement (or another agreement that incorporates the terms and conditions of this Agreement), inresponse to court order, or as otherwise required by law, no Confidential Information, including the provisions of this Agreement (or such other agreement), may be disclosed bythe recipient without the prior written consent of the disclosing Party. Except as necessary to deliver services to Licensee and its Authorized Affiliates, REAL AGENT GUARD, LLC shall not use the Confidential Information of Licensee. If either Party is required to disclose any Confidential Information, the Party so required must notify theother Party immediately in writing, unless prohibited by law from doing so, and cooperate in seeking a reasonable protective order
Licensee acknowledges REAL AGENT GUARD, LLC’s claim that the Licensed Software and information and processes provided to Licensee by REAL AGENT GUARD, LLC’sAgent Group with respect to the Licensed Software embodies valuable trade secrets consisting of algorithms, logic, design, and coding methodology proprietary to REAL AGENT GUARD, LLC. The recipient of Confidential Information hereunder will safeguard the confidentiality of the Confidential Information, using the same standard of care that it usesfor its similar confidential materials but not less than reasonable care. Confidential Information will not be disclosed by the recipient to a third party outside of its Agent Group(and Licensee and its Authorized Affiliates will not disclose the Licensed Software to any of their contractors other than Authorized Contractors), without the written consent of thedisclosing Party. However, Confidential Information can be disclosed that: (i) is known to the recipient or its Affiliates prior to
receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known(independently of disclosure by the disclosing Party) to the recipient or its Affiliates directly or indirectly from a source other than one having an obligation of confidentialityto the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except by violation of law or contract by the recipient’s Agent Group, orthrough a breach of this Agreement (or another agreement that incorporates the terms and conditions of this Agreement) by the recipient or its Affiliates; or (iv) is independentlydeveloped by the recipient or its Affiliates without reference to the Confidential Information. Additionally, the recipient or its Affiliates may disclose the ConfidentialInformation pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing Party prompt and reasonable prior written noticesufficient to permit the disclosing Party to contest such disclosure. For purposes of this paragraph, disclosure of specific information or features in the Licensed Software or byREAL AGENT GUARD, LLC Agent Group will not be deemed to be within the above exceptions to the obligation of confidentiality merely because they are embraced bymore general information within the exceptions. Further, any combination of features or information in the Licensed Software or disclosed by REAL AGENT GUARD, LLC’sAgent Group will not be deemed to be within the exceptions merely because individual features may be within them.
In the event that any of the exceptions above apply, the recipient further agrees not to divulge to any third party outside of the recipient’s Agent Group that the recipient has received information within the exceptions from the disclosing Party or that the disclosing Party is applying such information in its designs or for any work subject of thisAgreement (or another agreement that incorporates the terms and conditions of this Agreement).
17. Injunctive Relief. Regardless of any contrary provision of this Agreement, any breach of any provision of this Agreement regarding confidentiality, limitations on use of theLicensed Software, or protection of Proprietary Rights would constitute irreparable harm that is not fully compensable by money damages. The aggrieved party will be entitled tospecific performance or injunctive relief or both, in addition to other remedies at law or in equity, and the aggrieved party may bring an action for specific performance orinjunctive relief or both, in its sole discretion. The aggrieved party will also be entitled to seek to obtain the injunctive relief, restraining orders, specific performance, or otherequitable relief as may be necessary or appropriate to prevent or curtail any breach, threatened or actual, without posting any bond or security. The remedies in this Section
17 are in addition to, and without prejudice to, any other rights or remedies the nonbreaching party may have at law or in equity.
18. Perpetual Term. The license term and this Agreement will commence on the Effective Date and will continue in perpetuity, unless terminated as provided in this Agreement.
19. Termination by Licensee.
19.1 Licensee may terminate this Agreement and all licenses granted under this Agreement at any time by providing 30 days’ prior written notice to REAL AGENT GUARD, LLC.
19.2 Licensee may terminate this Agreement, the Technical Support Agreement and/or the Hosting Services Agreement without further obligation or liability for payment by delivering written “Notice of Termination” to REAL AGENT GUARD, LLC if REAL AGENT GUARD, LLC is in default regarding any material term of thisAgreement, the Technical Support Agreement and/or the Hosting Services Agreement, and the default is not cured within 15 days of delivery of a written notice reasonably describing the default, with both such notices sent by overnight courier or registered or certified mail with return receipt in accordance with Section 24.Within 30 days after termination in accordance with this Section 19.2, REAL AGENT GUARD, LLC shall refund to Licensee the unused portion of the technical-support fee (if the Technical Support Agreement is terminated) and/or hosting-services fee (if the Hosting Services Agreement is terminated), as applicable,appropriately pro-rated based on the number of days remaining in the applicable term as of the effective date of termination.
20. Termination by REAL AGENT GUARD, LLC.
20.1 REAL AGENT GUARD, LLC may terminate this Agreement and all licenses granted under this Agreement without further obligation or liability for payment bydelivering written “Notice of Termination” to Licensee if Licensee is in default regarding any material term of this Agreement, including without limitation thepayment of any license fee, technical-support fee (if applicable), hosting-services fee (if applicable), or reimbursement due and payable to REAL AGENT GUARD, LLC under this Agreement, and the default is not cured within 15 days of delivery of a written notice reasonably describing the default, with both such notices sent byovernight courier or registered or certified mail with return receipt in accordance with Section 24.
20.2 REAL AGENT GUARD, LLC may with written notice terminate this Agreement and all licenses granted under this Agreement without further obligation or liabilityif Licensee terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes any assignment for the benefit ofcreditors, or becomes subject to direct control of a trustee, receiver, or similar authority. Termination may be effective immediately or may become effective on thedate set forth in the written notice.
20.4 Regardless of any other term of this Agreement, this Agreement and all licenses granted under it terminate automatically, without further obligation or liability of
REAL AGENT GUARD, LLC, if Licensee fails to comply with this Agreement after Licensee becomes a debtor pursuant to the United States Bankruptcy Code or its equivalent in another country. REAL AGENT GUARD, LLC may elect to suspend the termination pending Licensee’s cure of the failure or status as a debtor on termsand conditions imposed by REAL AGENT GUARD, LLC in its sole discretion.
20.5 REAL AGENT GUARD, LLC’s termination of this Agreement is not an exclusive remedy, and REAL AGENT GUARD, LLC has all other remedies available to it whether termination occurs or does not occur.
22. Return of Materials. If this Agreement terminates or the licenses granted under this Agreement cease to be in effect, the following will apply:
A. Hosting: REAL AGENT GUARD, LLC will terminate Licensee’s access to the application server and provide the Licensee with an electronic copy of Licensee’s and its Affiliates’ data, in format reasonably requested by Licensee, within 15 days after termination if reasonably possible, but not later than 30 days without the written permission of Licensee.
B. Local Install: Licensee will remove all Licensed Software from any servers or workstations in its possession or control. Within 10 days after this Agreement terminates or the licenses granted under this Agreement cease to be in effect, Licensee will return to REAL AGENT GUARD, LLC or destroy, to the extent practicable, the Licensed Software and all copies of all other materials supplied by REAL AGENT GUARD, LLC with respect to the Licensed Software, including any copies made by Licensee.
23. Attorney Fees. If a Party files any suit or action to enforce this Agreement or with respect to this Agreement, the prevailing Party will be reimbursed by the other Party forall costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney’s fees at the trial level and on appeal. If both Partiesprevail to some extent, then the costs and expenses will be apportioned pro-rata between the Parties. If the Parties settle the dispute, each Party will bear its own costs and expenses, and the Parties will share equally the legal costs and expenses.
24. Notices. Any notice or communication required or permitted to be given under this Agreement will be in writing and may be delivered by hand, deposited with an overnightcourier, sent by e-mail or facsimile (if delivery is confirmed), or postal service (registered or certified only), return-receipt requested, in each case to the address set forth on theinitial page of this Agreement or to any other address designated in writing by either Party for itself to the other Party in accordance with this Section. The notice will be
deemed to be given when received (or the first attempt date of delivery if sent by registered or certified mail but refused or unclaimed), as evidenced by delivery records.
25. Assignment. Licensee agrees that this Agreement and the Licenses granted to Licensee and its Authorized Affiliates under this Agreement have a primary purpose of conferringprivileges and immunities to Licensee and its Authorized Affiliates under a nonexclusive License to the Licensed Software and associated intellectual property. Licenseeacknowledges that U.S. patent and copyright laws excuse REAL AGENT GUARD, LLC from accepting performance from or rendering performance to any person or entityother than Licensee. If Licensee become a debtor under a voluntary or involuntary petition under 11 U.S.C. § 365(c) (or its successor statute) REAL AGENT GUARD, LLC doesnot consent to an assumption or assignment, under 11 U.S.C. § 365(a) (or its successor statute), of this Agreement or the licenses granted to Licensee under this Agreement orany associated rights, privileges, or immunities by a trustee in bankruptcy or Licensee (as a debtor in possession). Neither this Agreement nor any of Licensee’s rights,interests, works, or obligations under this Agreement may be assigned to, transferred to, assumed by, delegated to, allocated to, or vested in any other person or entity, whethervoluntarily or by operation of law (including any change occurring by way of sale of assets, change of control, or consolidation, or other form of reorganization), withoutREAL AGENT GUARD, LLC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Licensee may assign thisAgreement without REAL AGENT GUARD, LLC’s consent (but with notice to REAL AGENT GUARD, LLC) to an Affiliate (provided that the Affiliate is not a competitorof REAL AGENT GUARD, LLC or REAL AGENT GUARD, LLC’s Affiliates) or as part of a merger or the sale of all or substantially all of Licensee’s business or assets. Inany permitted assignment, transfer, assumption, delegation, allocation, or vesting, the succeeding person or entity must agree in writing delivered to REAL AGENT GUARD, LLC to be bound by and to fully assume all the assigning party’s rights and obligations under this Agreement. Any attempted assignment, transfer, assumption, delegation,allocation, or vesting in contravention of this Section 25 will be void and ineffective.
RAG, LLC may assign this Agreement between affiliated entities in an acquisition, merger, reorganization, or consolidation.
26. Continuing Obligations. The following obligations survive termination of this Agreement:
A. any warranty disclaimer, liability disclaimer, limitation of liability, and indemnity granted by either Party in this Agreement, unless otherwise limited herein;
B. any agreement or obligation in this Agreement for the purpose of determining ownership of, or protecting, any Proprietary Rights, including without limitation, the confidential information of either Party;
C. any remedy for breach of this Agreement;
D. audit rights for a period of one year;
E. Sections 22 (Return of Materials), 29 (Export Laws), 33 (Choice of Laws; Actions), 36 (Government Contracts), and 38 (Miscellaneous), and any other section that byit nature should survive termination; and
F. the obligation to pay taxes, duties, or any money due under this Agreement.
27. Independent Contractors. The relationship of the Parties is that of independent contractor, and nothing in this Agreement will be construed to create a partnership, jointventure, franchise, employment, or agency relationship between the Parties. Neither Party will have any authority to enter into agreements of any kind on behalf of the otherParty, nor will either Party have the power or authority to bind or obligate the other Party in any manner.
28. Force Majeure. Neither REAL AGENT GUARD, LLC nor Licensee will be liable for damages for any delay or failure of delivery arising out of causes beyond the unreasonable control and without their fault or negligence including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, or communications failures (“Force Majeure”). In the event of Force Majeure, the Party delayed or prevented from performing its obligations hereunder shall give the otherParty prompt written notice, including reasonably full particulars, of the Force Majeure and shall remedy the cause of such Force Majeure with all reasonable dispatch. ForceMajeure forbearance does not apply to any failure to pay money.
29. Export Laws. For all or any portion of the Licensed Software exported, re-exported, transported, or transmitted outside the United States by any means, including withoutlimitation, by physical delivery, e-mail, electronic transmission, or download from a web site, Licensee will comply fully with all relevant export laws and regulations of theUnited States to assure that neither the Licensed Software, nor any direct product of this Agreement, is exported directly or indirectly whether in accordance with a permittedtransfer, or otherwise under the terms of this Agreement, in violation of United States law.
30. Language. The governing language of this Agreement is English. All materials and information provided under this Agreement must be in English.
31. Conformity with Local Laws. The rights and obligations of the Parties under this Agreement are subject to all applicable laws, orders, and regulations of the variousgovernmental authorities having jurisdiction over the Parties.
32. Currency. All payments due under this Agreement will be in U. S. currency payable through or drawn on a U. S. bank.
33. Choice of Law; Actions. This Agreement will be construed under the laws of the State of Arkansas, USA, and laws of the United States of America, without regard to anyprinciples of conflicts of law. The parties expressly disclaim and waive any applicability of the United Nations Convention on the International Sale of Goods. Any legal actionor proceeding relating to this Agreement must be initiated in a state or federal court in Washington County, Arkansas, and REAL AGENT GUARD, LLC and Licenseemust submit to the jurisdiction of, and accept venue as proper in, these courts in any action or proceeding.
34. Headings for Convenience. Sections of this Agreement have been labeled for the convenience of the Parties, and the headings are not to be used in construing the meaning of anyprovision of this Agreement.
35. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of REAL AGENT GUARD, LLC and Licensee and its Affiliates. No non-Affiliate thirdparty has the right to make any claim or assert any right under it, and no such third party will be deemed a beneficiary of this Agreement.
36. Government Contracts. Notwithstanding anything to the contrary herein, in any provision of the Licensed Software to any government agency or under any governmentcontract or subcontract or in connection with any government funds, the Licensed Software will be deemed to be on a ‘restricted-rights’ basis only, and REAL AGENT GUARD, LLC will not be subject to any flow-down provisions unless REAL AGENT GUARD, LLC expressly agrees to them in writing. Accordingly, Licensee must maintain a legend,in addition to applicable Legends, in the form provided under the applicable governmental regulations. Licensee represents and warrants that it is not a government agency andit is not acquiring any rights and licenses under this Agreement in accordance with a government contract or subcontract or in connection with government funds and furthercovenants that it will not use any rights or licenses granted under this Agreement on behalf of any government agency or under any government contract or subcontract orin connection with any government funds without REAL AGENT GUARD, LLC’s prior written consent.
37. Costs and Taxes Relating to Use of the Licensed Software.
37.1 Operating Platform (Local Install). Licensee is responsible for providing and maintaining all computers, telecommunications, and other hardware and all other software required or useful for the operation of the Licensed Software.
37.2 Related Fees and Costs. Licensee is responsible for and will pay when due any fees and other costs incurred by Licensee and associated with or relating to its use of theLicensed Software or possession of embodiments of the Licensed Software, including Licensee’s equipment costs, network-access fees, transmission charges, telephone charges, and other fees and costs of infrastructure and telecommunications facilities required for its use or possession of the Licensed Software and/or the hosting services hereunder, as applicable.
37.3 Taxes. Except for REAL AGENT GUARD, LLC’s franchise taxes and any taxes that may be imposed on REAL AGENT GUARD, LLC’s income, Licensee isresponsible for and will pay when due all sales, use, value-added, income, personal property, franchise, and excise taxes and all duties, charges, and other fees leviedupon or measured by Licensee’s use of the Licensed Software, in whole or in part, or any acquisition or possession by Licensee of a copy of the Licensed Software.
38. Miscellaneous. This Agreement and its attached Exhibits A, B, C, D, E, F, and G constitute the entire understanding of the Parties with respect to the subject matter of thisAgreement and merge all prior communications, understandings, and agreements regarding such subject matter. For the avoidance of doubt, there are separate agreementsconcerning consulting services provided by REAL AGENT GUARD, LLC and its Affiliates. This Agreement may be modified only by a written agreement signed by theParties, and no additional or different terms, provisions, or conditions in any purchase order, acknowledgement, or other business form that Licensee may use in connection withthis Agreement will have any effect on the rights, duties, or obligations of the Parties under this Agreement or will otherwise modify this Agreement, regardless of anyfailure of REAL AGENT GUARD, LLC to object to the terms, provisions, or conditions, and regardless of when Licensee issued the purchase order, acknowledgement, orother business form. The failure of either Party to enforce at any time any provision of this Agreement will not be a waiver of the provision, or any other provision, or of the rightof the Party to enforce any provision of this Agreement. All remedies available to either Party for breach of this Agreement are cumulative and may be exercisedconcurrently or separately, and the exercise of any one remedy will not be deemed an election of that remedy to the exclusion of any other remedies. If any provision of thisAgreement is declared invalid or unenforceable, that provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of this Agreement, and this Agreement will continue in effect, and be construed and enforced,as if that provision had not been included, or had been modified as provided in this Section 38, as the case may be.
DISCLAIMERS OF LIABILITY
Except as specifically set forth herein, no warranty of any kind is being provided by Real Agent Guard, LLC or its affiliates (the “Company”), including, without limitation, any warranty that the Real Agent Guard Application or Real Agent Guard Monitoring Application (collectively, the “Application”) shall be free from defects in design, material or workmanship. THE USER ASSUMES TOTAL RESPONSIBILITY FOR THE USE OF THE APPLICATION, AND THEY ARE PROVIDED ON AN “AS-IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE APPLICATION IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND WHETHER ARISING UNDER LAW OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE (COLLECTIVELY, “DISCLAIMED WARRANTIES”), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED BY COMPANY AND FOREVER WAIVED BY USER. NO ADVICE OR INFORMATION GIVEN BY COMPANY, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY OR OBLIGATION OF COMPANY. In the event that any of the Disclaimed Warranties cannot be disclaimed or waived under applicable law, User’s sole and exclusive remedy for breach of such Disclaimed Warranty will be, at Company’s sole discretion, either (a) the replacement of the Application, at no additional cost to User, or (b) the refund of any fees actually paid by User.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE TO USER, AND USER COVENANTS THAT IT WILL NOT ASSERT A CLAIM AGAINST COMPANY, UNDER ANY LEGAL THEORY, WHETHER IN AN ACTION BASED ON A CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE PROVIDED BY STATUTE OR LAW, (a) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES, OR ANY DAMAGES RESULTING FROM LOST PROFITS, INTERRUPTION OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) FOR DAMAGES RELATED TO OR ARISING OUT OF USE OF THE APPLICATION IN AN AMOUNT THAT EXCEEDS THE FEES ACTUALLY PAID BY USER UNDER. USER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
Company does not warrant the accuracy or completeness of the materials or the reliability of any advices, opinions, statements or other information as displayed or distributed through the Application. You acknowledge that any reliance on any such opinion, advice, statement, memorandum, or information shall be at your own/sole risk and consequences attached there to.
Company as being a developer to the Application reserves its right, in its sole discretion, to correct/rectify any errors or omissions in any portion of the materials. Company may make any other changes/improvements in the Application and the products, programs, services or prices (if any) described/published at any time without any prior notice. All data and information provided on is for the purpose of information only.
Whilst every effort would be made to ensure accurate functioning of functional modules, extensions, code base or integrations as possible; their accuracy can only be as good as the information provided by the suppliers of the services, extension, code base or suppliers (in case of integrations). The Application is dependent on many factors to function as depicted or illustrated or described and thus Company cannot and does not ensure any comprehensive cover for the functioning. Specifically, with regard to the Application, Company disclaims any liability for the end user’s equipment malfunction or the end user’s failure to follow the proper protocol as set forth by Company, such as having geo location enabled, an active network connection, photo access enabled, push notifications enabled, and audio enabled.
Company makes no representations as to accuracy, completeness, suitability, or validity of any information in the Application and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use of the same. All services and information are provided on an as-is basis.
The content comes from sources believed to be accurate, but may contain inaccuracies or typographical errors. Company makes no representations about the results to be obtained from using the Application or the contents there of. The use of the Application and the contents is at your own risk. You further agree that Company shall not be held responsible for any uncontrollable security attack leading to failures of accuracy and integrity of information on the Application and in such cases you agree that Company shall not be held responsible for any type of losses that may occur.