Tuesday, May 23, 2017

RTO Insider Subscription Agreement

    1. Term & Termination
      • The Term of this Agreement shall commence on the first day that a subscription is purchased (the “Effective Date”) and expire at the end of twelve (12) months. Trial subscriptions shall be subject to the same terms but last for a total of fourteen (14) days.
      • Subscriber may terminate this Agreement or any Order under this Agreement for its convenience, without cause, at any time without further charge or expense upon at least forty-five (45) calendar days prior written notice to Vendor. Subscriber will be responsible for paying RTO Insider all remaining fees due under the Agreement.
      • In addition to any other remedies available to either Party, upon the occurrence of a Termination Event (as defined below) with respect to either Party, the other Party may immediately terminate this Agreement or the Order that is subject of the Termination Event by providing written notice of termination. A “Termination Event” shall have occurred if: (a) a Party materially breaches its obligations under this Agreement or an Order under this Agreement, and the breach is not cured within thirty (30) calendar days after written notice of the breach and intent to terminate is provided by the other Party; or (b) a Party becomes generally unable to pay its debts as they become due or the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or makes a general assignment for the benefit of its creditors.
      • The rights and obligations of the Parties which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes shall survive in perpetuity any termination of this Agreement.
    2. Licensed Materials
      • Licensed Materials (including, but not limited to, text, photographs, graphics, video and audio content) are protected by the copyright laws of the United States.
      • Licensee acknowledges and agrees that RTO Insider remains the sole owner of the Licensed Materials, any modifications, adaptations and copies thereof, and any and all intellectual property rights therein.
      • Licensee acquires only a right to use the Licensed Materials as authorized herein. Except as provided herein, Licensee shall not obtain, have or retain any right, title, or interest in or to the Licensed Materials or any part thereof.
      • Licensee acknowledges and agrees that RTO shall retain the right to store and use registration, other individual user data, or system configuration information used to access the Licensed Materials, and any other data, information, intellectual property or database created or obtained in relation thereto (including without limitation traffic statistics and “clickstream” data). This data shall not include information specific to individual employees.
    3. Authorized Uses
      • Licensee may:
        • Access the Licensed Materials via personal computer, tablet or smartphone on up to four devices.
        • Print a hard copy of individual articles or newsletters for Licensee’s own use.
        • Share links to particular stories with colleagues (individual content links are provided along with the newsletter pdf when we publish).
        • Order reprints, which are available for $250 per article.
    1. Prohibitions
      • Licensee may not:
        • Copy, reproduce, modify, distribute, display, use or disclose the Licensed Materials in any manner not expressly authorized herein.
        • Permit or enable access to the Licensed Materials by coworkers or third parties via the Internet, a network or otherwise, beyond the individuals included within the site license.
        • Create abstracts from, scrape or display our content for use on another web site or internal network.
        • Allow coworkers or third parties not included within this agreement to access or view the Licensed Materials.
    1. Disclaimers of Warranties and Limitations on Liability
      • Licensee agrees that your access to, and use of, the Licensed Materials is on an “as-is”, “as available” basis and we specifically disclaim any representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability or fitness for a particular purpose. We do not warrant that the Licensed Materials will be uninterrupted or error-free. There may be delays, omissions, interruptions and inaccuracies in the news, information or other materials available through Licensed Materials. Any claim against us for any reason shall be limited to the amount you paid for use of Licensed Materials. Note that RTO Insider will endeavor to use industry best practices to ensure against the introduction of viruses or other internet-enabled problems in order to protect the licensees infrastructure.
      • RTO Insider represents and warrants that the Services do not and shall not infringe, misappropriate or otherwise violate any intellectual property rights throughout the world, including copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions {whether or not patentable), know how, authors’ rights, rights of attribution, and other proprietary rights and all applications and rights to apply for registration or protection of such rights (“Intellectual Property Rights”) or any other rights of any third party.
    2. Indemnity
      • RTO Insider shall indemnify, defend, and hold harmless subscriber and its Representatives, successors and permitted assigns from and against any and all claims or legal actions of whatever kind or nature that are made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys’ fees and expenses incurred in investigation, defense or settlement (“Damages”), which arise out of, are alleged to arise out of, or relate to the following: (a) any negligent act or omission or willful misconduct by RTO Insider, its Representatives or any Subcontractor engaged by RTO Insider in the performance of RTO Insider’s obligations under this Agreement (including claims of intellectual property infringement); or (b) any breach in a representation, covenant or obligation of RTO Insider contained in this Agreement.
      • RTO Insider shall defend or settle at its expense any threat, claim, suit or proceeding arising from or alleging infringement, misappropriation or other violation of any Intellectual Property Rights or any other rights of any third party in connection with the Services furnished under this Agreement. RTO Insider shall indemnify and hold Subscriber, its Affiliates and each of their Representatives and customers harmless from and against and pay any Damages, including royalties and license fees attributable to such threat, claim, suit or proceeding.
    3. Payment
      • Due within 30 days of Effective Date;
      • If after 30 days, interest of 1.5%/month will be charged (18%/year).
Top