IMPORTANT – READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON OR BY UTILIZING THE InspectorNet SERVICES (“SERVICES”)
YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. This is a legal agreement (“Agreement,” and also referred to as the “Terms of Use”)
between You and Inc., doing business as “Rational Solutions LLC,” for use of the Services which You selected or initiated, which may include
InspectorNet services, intranet applications and web hosting, optional fee based professional services and other services available from time to time (collectively, the “Services”). “You” refers to either (a) the individual or entity that registered and/or provided Rational Solutions LLC his or her credit card or other payment mechanism for the Services, or (b) if the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, the “You” or, alternatively, “Subscribing Organization” refers to such entity. If You do not agree with the terms of this Agreement, click the “CANCEL” button and do not use or join any meeting supported by the Services or make any other use of the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE
The Services include an intranet suite of applications including, but not limited to, a group calendar, announcements, lists, document
manager, and a website builder. Together, these Services are referred to herein as a “Inspector Net Site”.
By registering, the individual or the organization identified as the Subscribing Organization in the Site registration
process will be assigned a unique URL, and its representatives who have completed a member registration form will be “Members.” The Services, all information,
products and services contained or described in the Services or any Linked Sites, and the URL may be accessed and used solely by the Subscribing Organization to
which such URL is assigned and its Members, solely for purposes of establishing and maintaining an intranet for internal use.
Rational Solutions LLC may at any time terminate the
Services or any feature of the Services, or the Subscribing Organization's or it's Members' access to the Services as provided in Sections 4 and 5 hereof.
All changes to the Services will be subject to these Terms.
2. REGISTRATION; BILLING INFORMATION; SITE ADMINISTRATOR
To establish a Rational Solutions LLC hosted intranet Site, the Subscribing Organization must complete the Site registration process.
To become a Member, an individual
must be specifically identified to the Subscribing Organization, obtain its specific permission to access the same, and complete the Member registration form. The
Subscribing Organization and its’ Members must provide accurate and complete information upon Site registration
(the "Registration Information"), as well as accurate and complete billing contact information on the billing form ("Billing Information"), and promptly update
the Registration and Billing Information so that it is always accurate and complete. The person who completes the Site registration is the initial “Site
Administrator” for the Site, and exercises certain options to initially determine the level of privacy and security for the Site. For example, s/he will
determine who can be a Member of the Site and the level of privileges that Members will possess. Each Site Administrator may designate other
Members as additional and/or successor Site Administrators, and is responsible for confirming that such person(s) accept such responsibility.
Upon becoming a site administrator, each person will be deemed to agree to the obligations of a Site Administrator hereunder.
In addition, any person designated as the
Billing Contact in the site billing record will be deemed to assume the rights and obligations of a Site Administrator.
All notices from Rational Solutions LLC to the Subscribing
Organization will be given to the current Site Administrator(s) at the e-mail address(es) appearing on the Site, and/or to the Billing Contact e-mail address, as
appropriate. In addition, all notices and information sent by Rational Solutions LLC to Members will be sent to their individual addresses.
In its sole discretion, Rational Solutions LLC will
determine the timing, nature, and content of all communications with Site Administrators, Billing Contacts and Members.
3. REGISTRATION CODE; PASSWORD; SECURITY
Upon registration, the Subscribing Organization will select a Site Name and Members will set a password, and the Subscribing Organization will be assigned a
registration code. Rational Solutions LLC will use reasonable efforts to
assign to the Subscribing Organization the Site Name that it selects. However, the Subscribing Organization and its Members may not select or use a Site Name, and
Rational Solutions LLC reserves the right to reject or terminate use of a Site Name if it has been previously assigned to another Subscribing Organization or if Rational Solutions LLC, in its
sole discretion, determines (a) the Site Name is offensive or its use violates applicable law, (b) that multiple sites have been registered by a Subscribing Organization
or its Members to avoid purchasing incremental storage space, or simply to reserve site names without the intent to use them, (c) the Subscribing Organization or its
Members has selected or is using a Site Name of another party with the intent to impersonate that party, (d) the Site Name contains, may interfere or be confused
with, violate, exploit, or capitalize on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party, (e)
the Subscribing Organization or Members or others acting on its behalf have reserved more than ten Site Names or Sites or (f) the Subscribing Organization, its
Members or Administrators, have created multiple "free trial" sites for the purpose of avoiding subscription fees. If Rational Solutions LLC rejects or terminates use of a Site
Name because of a violation or threatened violation of this Section 3, it may elect, at its sole discretion and without prior notice: to select an alternate Site
Name, to allow the Subscribing Organization to promptly select another acceptable Site Name, and/or to Terminate as provided in Section 4 hereof.
The Subscribing Organization and its Members are entirely responsible for maintaining the confidentiality of the registration code (if applicable), the
passwords, the Site and the information stored on the Site (collectively,
the "Site Information"), and of all information that they transmit through the Services, for selecting the Members and their privileges, for any and all usage and
activities that occur in connection with the registration code (if applicable), passwords, Site Name, Site Information and Site, and for all Site content. The sharing
of user login names and/or passwords by more than one individual to avoid the payment of member fees constitutes a violation of these Terms of Use.
The Subscribing Organization will notify Rational Solutions LLC immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or
any other breach of security. Rational Solutions LLC will not be liable for any failure by the Subscribing Organization or its Members to comply with this Section 3 or any other
provision of these Terms. In the event that a dispute arises over the rightful control of any Site, Rational Solutions LLC will have no obligation to any party to continue to grant
access to the Site except under an order from a court of competent jurisdiction.
4. TERMINATION
Rational Solutions LLC, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services,
registration code, any password, Site Name, registration, any part or all of the Site, and/or the Subscribing Organization's and/or its Members' access to and use of
any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information, Site Information, the Services and/or the
Site, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, including without limitation
if (a) Rational Solutions LLC believes that the Subscribing Organization or a Member has violated or is threatening to violate these Terms or other policy of Rational Solutions LLC, its
Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent,
abusive, or illegal activity, (b) Rational Solutions LLC believes that the Subscribing Organization or any of its Members has accessed or is to attempting to access any
part of the Services or Content, or the Site, or Registration Site or Personal Information of any other Subscribing Organization or Member, (c) the Subscribing
Organization assigns its rights to the Site or the Site Name, (d) Rational Solutions LLC discontinues the Services or any part thereof for any reason, (e) the subscribing
Organization or a Member makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the
number of members registered and using the Service in the sole discretion of Rational Solutions LLC. Rational Solutions LLC reserves the right to investigate the validity of any
complaint presented to it which alleges that any site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which
violates these Terms. Such investigations may include logging on to the site and/or reviewing any
data or information contained therein. Rational Solutions LLC will not, however, provide any such information to any third party unless required by law or court order.
A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination,
Rational Solutions LLC may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Members' Site Information, Registration
Information and Personal Information and/or all backup copies thereof, without further notice and without any liability of Rational Solutions LLC to the Subscribing
Organization, its Members or any third party. Notwithstanding anything in these Terms to the contrary, if Rational Solutions LLC reasonably believes that the Subscribing
Organization or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening
to conduct any fraudulent, abusive, or illegal activity, Rational Solutions LLC may, without any notice, refer the Subscribing Organization and/or its Members to appropriate
law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as
otherwise provided herein. If a Subscribing Organization or its Members are the subject of a Termination described in this Section 4, they may not re-register
for or continue to use the Services in any manner or for any reason. If the Subscribing Organization wishes to terminate its Site and use of the Services, it
must notify Rational Solutions LLC by sending an email to: support@inspectornet.net.
The provisions of Sections 6, 10, 13, 14, 15 and 16 will survive any Termination under Section 4 or 5 and any discontinuance.
5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS
To use the Services, the Subscribing Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment
necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Members may access the
Services and the Site only by means of the interface provided by Rational Solutions LLC. Although the Services and Site are generally accessible worldwide, access may
not be available to all persons or in all locations. Rational Solutions LLC reserves the right to limit access to the Site or the Services by any Subscribing Organization,
Member, or person, or from any location. The Services contain links to other World Wide Web sites of Rational Solutions LLC's partners, affiliates, and providers of content
or services to Rational Solutions LLC in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other
resources and sites (all such sites collectively, "Linked Sites"). Such links are provided for the convenience of the Subscribing Organization and its Members
only, and are not reviewed, monitored or controlled by Rational Solutions LLC. Rational Solutions LLC does not endorse, is not responsible for and makes no representation or warranty
concerning the reliability or availability of these Linked Sites or Third Party Providers or the accuracy, reliability, completeness or authenticity of their contents,
advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy
policies, terms of service and other conditions applicable to such Sites. Any concerns regarding any Linked Site or its
content, products or services should be directed to the administrator or webmaster of such Linked Site.
6. FEES
All fees are payable in US dollars unless invoiced or charged by Rational Solutions LLC in another currency, in which case the fees must be paid in the currency invoiced.
All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting,
intermediary or recipient bank are the responsibility of the remitting party (Subscribing Organization). Merchant fees charged by Credit Card Companies and by
PayPal assessed to Rational Solutions LLC, will be absorbed by Rational Solutions LLC and are expressly not the responsibility of the remitting party (Subscribing Organization).
During completion of the site subscription, one person is designated as the responsible contact for purposes of billing and payment of fees (the "Billing Contact").
The Billing Contact is not personally liable for the site fees, nor are individual site members. The obligation to pay fees rests with the Subscribing Organization.
The Billing Contact may, however elect to furnish a personal credit card for the purpose of paying site fees in which case the furnishing of such information is
considered his/her authorization for Rational Solutions LLC to use the card for any and payments related to the site. The Billing Contact may be changed by any Site
Administrator directly through the site, and when any change is made all Site Administrators are notified by e-mail. The Services are provided on a subscription
basis. Such subscription charges entitle the Subscribing Organization and its Members to use the Services without any banner advertising or sponsorship
advertising within the product. Third party opt-in email services, HTML email that may have sponsors or ads within it, and free subscription offers are not
considered advertising or sponsorship advertising for purposes of subscription charges. Subscribing Organizations and its Members agree that should subscription
charges not be paid in a timely manner, Rational Solutions LLC may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscribing
Organizations and its Members further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said
third party fails to make payments to Rational Solutions LLC, Rational Solutions LLC may, in its sole discretion, discontinue service until such time as the payments are brought current.
The Monthly Subscription Fees are charged in accordance with Rational Solutions LLC's published prices at the time of initial subscription to the service.
Sites and Members are not charged for the 10 day free trial in which the site is created. Billing will begin after the 10th day upon signup. Pending
Members and Guest access is not counted in determining Membership for billing purposes. It is the responsibility of the Site Administrator(s) to monitor and
update their site membership. Rational Solutions LLC will not be responsible for deleting site member records, nor will it do so if requested. Deletion of member records
must be done by a Site Administrator. Subscription fees are billable to the person designated by the Subscribing Organization as indicated in the Site billing
contact information record, which may be accessed and updated only by a Site Administrator through the "manage site" feature. It is the Subscribing Organization's
responsibility to ensure that the billing contact information is complete and accurate at all times. Only a Site Administrator or the designated billing contact person
may cancel a site subscription. Cancellation may be made at any time by any Site Administrator or Billing Contact person through an e-mail instruction from either
a Site Administrator e-mail account or a Billing Contact person's e-mail account as contained on the Site. Cancellation requests must be addressed to
billing@inspectornet.net. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is
received by Rational Solutions LLC. Upon receipt of a valid cancellation request,
Rational Solutions LLC may deactivate the Site at any time. Unless and until a cancellation request is received by Rational Solutions LLC, the Subscriber agrees that Rational Solutions LLC may
automatically invoice or charge the credit card on file for the full amount of each succeeding month’s subscription, or in the case of an annual subscription, for each succeeding year.
Rational Solutions LLC reserves the right to increase the fees it charges for access by the Subscribing Organization and its Members to the Professional Edition, provided,
however, that Rational Solutions LLC will provide no less than thirty (30) days advance notice to existing Subscribers of its intention to do so.
Fees for other services, including but not limited to extra disk storage, e-mail storage and SSL security are also charged in accordance with the prices in
effect at the time of purchase, or renewal.
7. THIRD PARTY (PARTNER) SITES
Subscribing Organizations may not register for the Rational Solutions LLC Services through a Partner who may be a reseller of the Services on behalf of Rational Solutions LLC.
8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS
Storage space for the Subscribing Organization is currently provided in accordance with the Rational Solutions LLC price list in effect from time to time, and it may be
impossible to store some data or information at the Site due to space constraints. The Subscribing Organization agrees that Rational Solutions LLC is not responsible or
liable for any insufficient storage capacity or the deletion or failure to store data or information. Rational Solutions LLC reserves the right to limit the file download and/or
bandwidth capacity of any or all sites, in its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all sites.
In addition, Rational Solutions LLC reserves the right on a daily basis to limit the number of e-mails transmitted from its servers for any individual site or group of related
sites, in its sole discretion.
9. PRIVACY
Rational Solutions LLC respects the privacy of its Subscribing Organizations and Members.
10. SUBSCRIBING ORGANIZATION'S AND MEMBER'S RESPONSIBILITIES; MATURE AUDIENCE SITE DESIGNATION
All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services
by the Subscribing Organization or its Members, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site
by the Subscribing Organization and its Members are their sole responsibility. Without limitation, the Subscribing Organization and its Site Administrator(s) are
responsible for monitoring the contents, use of and access to the Site and all such Information, and use of and access thereto by Members who are minors.
Without limitation, the Subscribing Organization agrees that it and its Members will use the Services and the Site only in accordance with these Terms, and
will not use them to:
a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other
information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous,
or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret,
copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential
information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer
code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;
b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or
manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or
otherwise misrepresent any affiliation with any person or entity;
c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license,
distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other
services (including software) obtained there from, or permit access to the same by any unauthorized person or entity;
d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the
Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or Member's
use and enjoyment of the Services;
e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal
Information, or other computer systems, servers or networks connected to the Services; or
f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not
limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws
regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the
Subscribing Organizations and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing
Organization's and its Members' transmissions, Site and Site Information.
The Site Administrator may elect to designate a Site as a mature audience site. This designation is purely voluntary on the part of the Subscribing
Organization. This designation indicates that some or the entire site content may not be appropriate for Members under the age of 18. This designation
does not, under any circumstances, give the Subscribing Organization or its Members the right to post content that is unlawful, harmful, threatening,
abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity, as determined in
Rational Solutions LLC's sole discretion. Posting of such material as listed in this Paragraph 10 is a violation of these Terms of Use and will be dealt with in
accordance with Paragraph 4 herein. If the Subscribing Organization designates its site as a mature audience site, Rational Solutions LLC reserves the right to
visit the site either in response to a complaint, or, at its sole discretion, without having received a complaint regarding the site. If Rational Solutions LLC discovers a violation of these Terms of Use, the site may be terminated in accordance with Paragraph 4 herein. Rational Solutions LLC does not monitor information transmitted through the Services, Site Information or use thereof except to the limited extent permitted in these Terms or the Privacy Statement http://www.Rational Solutions LLC/privacy, but Rational Solutions LLC has the right (but not the obligation) to delete, move or edit and to require the Subscribing Organization to delete, move or edit any Registration, Site or Personal Information that violates the same. Rational Solutions LLC reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of these Terms of Use has occurred.
The Subscribing Organization must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained
from the Services, including any reliance on the accuracy, completeness or usefulness thereof.
11. ANTI-SPAM POLICY
Rational Solutions LLC does not condone or allow spam. The Subscribing Organization and its Members may not use the Services, Content, Rational Solutions LLC name or servers,
the Site Information or the Sites to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials,
"junk email," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with
respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited
communication. Without limitation, Subscribing Organizations and Members may not use the "Invite Others to This Site" feature of the Services to send e-mail
communications to a prospective Member unless they have a reasonable basis to believe that the recipient will want to become a Member. We encourage
Subscribing Organization and its Members to help us enforce this policy. To report a violation, contact us at support@inspectornet.net.
Rational Solutions LLC will cooperate with legal authorities in releasing information about Subscribing Organizations and Members
who violate this Anti-Spam Policy.
12. BACKUP
Rational Solutions LLC regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and
5 hereof, upon the Subscribing Organization's request and payment of the then-current fee, we will make reasonable efforts to restore Site Information.
Rational Solutions LLC will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of
Site, Registration or Personal Information, or any loss of such Information, data or transmissions.
13. WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY
WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED “AS IS”
AND “AS AVAILABLE. Rational Solutions LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Rational Solutions LLC MAKES NO WARRANTY OR REPRESENTATION
REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES
WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES
AND THE SITE ARE AT THE SUBSCRIBING ORGANIZATION’S AND/OR MEMBER’S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF
SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either
the Subscribing Organization or the Member. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Rational Solutions LLC,
INC., ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO
CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN
TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF Rational Solutions LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
ANY CASE, Rational Solutions LLC’S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION’S AND ITS MEMBERS’ EXCLUSIVE REMEDY FOR ANY CLAIMS
RISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION
SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
Because some states and jurisdictions do not allow
limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or its Members.
14. INDEMNITY
The Subscribing Organization and its Members agree, to the extent allowed under federal law, to indemnify and hold Rational Solutions LLC, Inc., or its
parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable
attorneys' fees, arising directly or indirectly out of (a) the Subscribing Organization's or its Members' use of or connection to the Services, this Website, the Site, or
the Materials, (b) Site Information or other information transmitted or stored by the Subscribing Organization or its Members through or on the Site or the Services,
(c) activities in connection therewith, or (d) the Subscribing Organization's or its Members' breach of this Agreement or violation of the rights of any other party.
15. PROPRIETARY RIGHTS
The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or
its Members through the Services by Rational Solutions LLC or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole
property of Rational Solutions LLC, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Any comments, suggestions or ideas or other information submitted
to Rational Solutions LLC through this Website, in writing, by e-mail or otherwise to Rational Solutions LLC will be the property of Rational Solutions LLC
will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. All Site Information will remain the sole property of the
Subscribing Organization, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.
All materials published by Rational Solutions LLC and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and
trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by Rational Solutions LLC or the party credited
as the provider of the Content.
The Subscribing Organization and its Members will respect all proprietary rights of Rational Solutions LLC and its Third Party Providers in and to the Content,
Site Name, Services, and Site, any products or other services obtained there from.
16. MISCELLANEOUS
a. Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without
the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the
result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and Rational Solutions LLC may assign its
rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee
can be reasonably considered a competitor of the non-assigning party.
b. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of
California as applied to agreements entered into and to be performed entirely within California between California residents. The parties hereby submit to the
jurisdiction of, and waive any venue objections against state and federal courts in Santa Clara County, California in any litigation arising out of the Agreement.
c. Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject
matter. Rational Solutions LLC shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements,
purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by
amendment to this Agreement, and are executed by both You and Rational Solutions LLC.
d. Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance
due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency,
shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
e. Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent
breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or
regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will
continue in full force and effect.
f. Use of the Services. You may use the Services only for Sessions or meetings in which You are an active participant, and as permitted
under the terms and conditions of this Agreement or other written agreements between You and Rational Solutions LLC. You may not resell, distribute, use
on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble,
decompile or reverse engineer the Site, Services or any component thereof.
g. U.S. Export Law. You acknowledge that the Services are subject to U.S.
export control laws and regulations. You represent that you are not a citizen of an embargoed
country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations
and lists. You will not use, export or allow a third party to use or export the Services in any manner
that would violate applicable law, including but not limited to applicable export control laws and regulations.
17. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION
By registering and accepting these Terms, the initial Site Administrator on behalf of the Subscribing Organization
and all its Members, and each Member on its individual behalf, hereby represents and warrants to Rational Solutions LLC that: a. s/he is
the duly authorized Site Administrator or Member of the Subscribing Organization and has the authority and legal capacity to
register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto,
and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Members are at least 18 years
of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the
Services; c. (i) the Subscribing Organization and its Members are eligible to establish a Site and to become Members, (ii) the
Subscribing Organization and its Members accept and agree to be bound by these Terms, and the Subscribing Organization
will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification,
and (iii) the Subscribing Organization and Members will regularly review these Terms, and in the event of any change, the
Subscribing Organization's or Member's failure to promptly discontinue use of the Services and Site as provided in Section 4
hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its
Members, and of its Members to accept and be bound by such changes.
18. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Rational Solutions LLC, Inc.,
One Van de Graff Drive, Burlington, Massachusetts 01803 (USA); (781) 565-6000; email:lgriffin@Rational Solutions LLC.com.
19. COPYRIGHT AND TRADEMARK INFORMATION
All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property
of Inc., Rational Solutions LLC, Inc. and/or its suppliers. Copyright © 1999-2005 Inc. All Rights Reserved.