read these Terms and Conditions (“Terms”) of this End User License Agreement carefully
because they create a binding agreement between you or the company, school, or
other organization that you represent and Rambeau, LLC and our affiliates and subsidiaries
(“Rambeau,” “we,” or “us”).
The following Terms apply only to the specific services, features, functionality, data processing resources, and training materials(“Services”) to which the Terms relate. In the event of a conflict between the Terms and the terms and conditions of the Master Subscription Agreement, Software License and Services Agreement, Master Services Agreement, Work Order, or other agreement with us governing our provision of and your use of our software and/or Services (the “Agreement”), the terms and conditions of these Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
may access and use the Websites and their functionality in accordance with
these Terms and provided that you are in good standing under the Agreement, if
only use the Websites to store, retrieve, query, serve, and execute content
that is owned, licensed, or lawfully obtained by you or provided by us. As part
of the Websites’ functionality, you may be allowed to use certain software
(including related documentation and attendant audio/visual content) provided
by us or third party licensors. This software is neither sold nor distributed
to you and you may use it solely as part of the Services. You may not transfer
it outside the Services or use it outside of the context of the Websites
(except as set forth below)without specific authorization to do so.
If you are a company, school, or other organization, you may provide (or allow provision of) the Services and/or access to the Websites, or otherwise make or facilitate making the Services available, to employees, students, or other constituents via your account or in coordination with your Internet access hardware or networking infrastructure. In this event, however, you represent, warrant, acknowledge, and agree that you have obtained all necessary consents or authorizations required or necessitated by applicable law for such employees, students, or other constituents to access the content on the Websites. Rambeau makes no representations with respect to, and assumes no liability, financial or otherwise,for or related to provision of the content to such employees, students, or other constituents.
You must provide information or other materials related to any content that you transmit to the Websites as may be reasonably requested by us to verify your compliance with the Agreement, if applicable, and these Terms. You will reasonably cooperate with us to identify the source of any problem with the Websites or the Services related to the Websites that we reasonably believe may be attributable to your use of the Websites or those Services or any data or other materials that you control.
access the features of the Websites, you may be required to create an account
and to specify a password. If you are accessing features of the Websites on
behalf of an organization, company, or employer, then the organization,
company, or employer may create an account for you. If you are a company,
school, or other organization, you may create an account to provide (or to
allow provision of) the Services and/or access to the Websites to employees,
students, or other constituents via your account or in coordination with your
Internet access hardware or networking infrastructure. To create or to access
an account, you must provide truthful and accurate information about yourself.
If your information changes at any time, please update your account to reflect
those changes, or notify us or your employer in writing so that we may update
our records to reflect any necessary changes. If you are using or logging into
an account assigned to you by an administrator, additional terms may apply to
your use of the Websites. Moreover, your administrator may be able to access or
disable your account without our involvement.
You may not share your account with anyone else, and you are required to keep your password and any other login credentials confidential. If you believe that your account has been compromised at any time, please notify your system administrator(or us, if you have no system administrator) immediately.
We reserve the right to change the available features or to modify our Websites at any time, with or without notice to you. We may add or remove functionality, features, or content, and we may suspend or discontinue support for a particular feature. We also reserve the right to charge a fee for any of our features at any time, subject to the terms and conditions of the Agreement, if applicable. If you do not like a change or a modification, you are free to discontinue using the features or our Websites at any time.
We will implement commercially reasonable and industry-accepted efforts to maintain our security systems in such a way as to minimize the threat of unauthorized access to the Websites and the services and functionality provided there. Notwithstanding our commercially reasonable efforts, however, you acknowledge (on behalf of your self and those employees, students, or other constituents accessing the Service via your account or in coordination with your Internet access hardware or networking infrastructure) that use of a hosted environment for the services you are accessing necessarily involves transmission of data over networks that are not owned, operated, or controlled by us, and that we are not responsible for any data that are lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
acknowledge and agree (on behalf of your self and those employees, students, or
other constituents accessing the Service via your account or in coordination
with your Internet access hardware or networking infrastructure) that content
you upload, post, or otherwise transmit to the Websites during use will not
violate any of the Policies posted here https://www.Rambeau.com/terms-use, or
any applicable data privacy statutes, rules, or regulationsin effect in any
jurisdiction from which the Websites are accessed. You are solely responsible
for complying with all applicable laws and regulations with respect to all data
transmitted to the Websites.
These Terms, the conditions under which you may access the Websites, and our responsibilities with respect to applicable data protection laws, may vary in different jurisdictions.
You agree (on behalf of your self and those employees, students, or other constituents accessing the Service via your account or in coordination with your Internet access hardware or networking infrastructure)that you will not knowingly introduce any viruses, worms, time bombs, time locks, drop dead devices, traps, access codes, trap door devices, or any other code that is designed to disrupt, disable, erase, alter, harm, or otherwise impair the Websites or theServices and functionality provided there.
You acknowledge and agree that you will not (and will not permit others to), and will not attempt to: copy any software provided at the Websites; assign or transfer the license for any software; distribute the software to any third party; reverse assemble, reverse compile, or otherwise translate software included at any Website; create any derivative work of the software (within the meaning of United States copyright laws); or remove any patent, copyright, trademark, ownership, confidentiality, or other notices or legends in the software or any other materials or documentation accessible via the Websites.The obligations of this paragraph are in addition to the obligations stated in the Agreement, if applicable, unless otherwise expressly stated in the Agreement.
We reserve the right to terminate your access to the Websites immediately, i.e., without notice to you, in the event that: (i) you are in material breach of these Terms; (ii) you are in material breach of the Agreement, if applicable; or (iii) providing notice would cause us legal liability or compromise our ability to provide the services and functionality offered on the Websites to our other users or subscribers.
THE FULLEST EXTENT PERMITTED BY LAW, RAMBEAU AND ITS AFFILIATES, LICENSORS, SUPPLIERS,
AND DISTRIBUTORS MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
REGARDING THE WEBSITES OR THE CONTENT ACCESSIBLE DIRECTLY OR INDIRECTLY VIA THE
WEBSITES. THE WEBSITES AND THEIR FUNCTIONALITY ARE PROVIDED "AS IS."
WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS
WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ARISING OUT OF ANY COURSE OF
DEALING OR USAGE OF TRADE, THAT THE WEBSITES OR THIRD-PARTY CONTENT WILL BE
UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND THAT ANY CONTENT
WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO
SO—THIS INCLUDES ANY LIABILITY FOR RAMBEAU’ FRAUD OR FRAUDULENT MISREPRESENTATION
IN PROVIDING THE WEBSITES.
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAMBEAU, ITS AFFILIATES, LICENSORS,
SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU FOR: (i) ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;OR (ii) ANY
LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THESE EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF WHETHER RAMBEAU OR ANY OF ITS AFFILIATES OR LICENSORS, SUPPLIERS, OR DISTRIBUTORS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.RAMBEAU, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. RAMBEAU AND ITS AFFILIATES AND LICENSORS SHALL NOT BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR SUBSCRIBER OF THE WEBSITES.
SHALL HAVE NO LIABILITY WITH RESPECT TO ACCESS TO OR USE OF THE SERVICES OR THE
WEBSITES BY EMPLOYEES, STUDENTS, OR OTHER CONSTITUENTS THAT ACCESS THE SERVICES
OR THE WEBSITE VIA YOUR ACCOUNT, VIA YOUR NETWORK INFRASTRUCTURE, OR IN
ACCORDANCE WITH ANY PROGRAM OR CURRICULUM ADMINISTERED, SPONSORED, OR ORGANIZED
BY YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR OBTAINING SUFFICIENT PERMISSIONS,
CONSENTS, OR OTHER AUTHORIZATIONS FROM SUCH ENTITIES PRIOR TO PROVIDING OR
FACILITATING PROVISION OF ACCESS TO THE SERVICES OR THE WEBSITES.
THE EVENT THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS DO NOT APPLY, IN NO
EVENT SHALL OUR LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED UNITED
STATES DOLLARS ($100.00 USD) OR THE AMOUNT THAT WAS PAID UNDER THE AGREEMENT IN
THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GIVES RISE TO OUR LIABILITY. In the event of conflict between the terms of
this paragraph and the Agreement, if applicable, the terms of the Agreement
We may revise these Terms from time to time to reflect changes in applicable law, new regulatory requirements, or improvements or enhancements related to the Websites or their functionality. If you believe that an update, modification, or revision to these Terms affects your use of the Websites or your legal rights as a user of the Services or features provided there, please contact us, discontinue use of the Websites,or both.
You agree that all matters relating to your access to or use of the Websites and the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Fort Lauderdale, FL, and waive any objection to such jurisdiction or venue. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Except as may be specified in the Agreement, you may not seek or recover damages other than out-of-pocket expenses, provided however, that the prevailing party in any dispute will be entitled to recover costs and reasonable attorneys’ fees from the non-prevailing party. In the event of any controversy or dispute arising out of or in connection with your use of the Websites, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed sixty (60) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law and consistent with the terms of the Agreement.