THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR USE OF THE PRODUCTS AND SERVICES (COLLECTIVELY, THE “SERVICES”) offered by RGI Technologies, LLC and PMI Player Management System, LLC (collectively, “RGI”). TO AGREE TO THESE TERMS, CLICK “AGREE.” If you do not agree to these terms, do not click “AGREE”, and do not use these services.
RGI is the provider of the RGI products, infrastructure, software, websites and the capabilities to collect, store, display, stream and distribute Content (collectively defined as the “Service”). The term “you” and “your” shall refer to Customer and any and all parties provided access to and use of the Service by Customer.
- Service Requirements. Use of the Service requires compatible devices and Internet access and may be affected by the performance of these factors. High-speed Internet access is strongly recommended for use. You agree that meeting these requirements, which may change from time to time, is your responsibility. To use the Service, you cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Service.
2.1 “Content” means any information that may be generated or encountered through use of the Service and whether or not originated by us, including but not limited to, data files, email lists, player profiles, written text, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content, whether publicly posted or privately transmitted on the Service is owned bythe person from whom such Content originated. This means that you, and not RGI, are solely responsible for any Content you use, upload, download, post, email, transmit, store or otherwise make available through your use of the Service. While we strive to only maintain the best possible Content, you understand that by using the Service it is possible that you may encounter Content that you may find offensive, indecent, or objectionable, or which may be damaged or which may cause damage to your computer or devices and that you may expose others to such Content. RGI does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.
- Ownership and Licenses.
3.1 Ownership. You acknowledge and agree that RGI (or third parties who supply technology, hosting and other services,) retain all legal right, title and interest in and to the Service, which include but is not limited to graphics, user interface, software, and any and all intellectual property rights that exist whether domestic or international and whether or not they are registered. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property laws. You agree that you will not use any such information or materials for any improper purpose or in any way which violate the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these terms.
3.2 Limited License Grant. RGI hereby grants you a worldwide, non exclusive, non-transferrable, limited license to store, use, distribute, display and modify (including, but not limited to resizing, reformatting, encoding, editing) the Content through the Service. You will be provided with an “Account” via a RGI ID and password (“Credentials”) that will allow access to the Service and permit adding and modification of Content. You are solely responsible for maintaining the confidentiality and security of Your Account and for all activities that occur on or through your Account, and you agree to immediately notify RGI of any security breach of your Account. RGI shall not be responsible for any losses arising out of the unauthorized use of your Account.
3.3 License from Customer. RGI does not claim ownership of the materials and/or Content you submit or make available on the Service. However, by submitting, posting or providing links to Content on areas of the Service that are accessible by the public or other users with whom you consent to share such Content, you grant RGI a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available, without any compensation or obligation to you. You agree that any Content submitted or posted by you shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. By submitting or posting such Content on areas of the Service that are accessible by the public or other users with whom you share such Content, you are representing that you are the owner of such material and/or have all necessary rights, licenses, and authorization to distribute it.
- Trademarks. RGI, the RGI logo and other RGI trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of RGI Technologies LLC or third parties in the US and/or other countries. You agree that you will not use, remove, obscure, or alter any marks or proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service. Any goodwill generated through use of the RGI Marks is owned by RGI.
5 Confidentiality of Agreement. Except as otherwise required by applicable laws or for the purposes of legal or financial due diligence in connection with an investment, merger, or acquisition, each party shall maintain the confidentiality of the terms of this Agreement and shall not disclose such terms to any third party without the prior written consent of the other party.
- Prohibited Uses. You agree not to:
- Use the Service to engage in any illegal activity;
- upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, contains viruses or any other malicious content, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive;
- Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Service;
- Attempt to gain unauthorized access to the Service, or any part of it through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service (including by uploading malicious code) or any activities conducted on the Service;
- Not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- Not to modify, adapt, translate or create derivative works based upon the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Indemnification. You agree to defend, indemnify and hold RGI, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of this Agreement; (d) any action taken by RGI as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; or (e) your violation of any rights of another. This means you cannot sue RGI, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn you, to suspend or terminate your access to the Service, or to take any other action during the investigation of a suspected violation or as a result of RGI’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement or otherwise. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Service. You acknowledge that you are responsible for all use of the Service and that this Agreement applies to any and all usage of your Account whether or not the Account is used by you or a third party. You agree to comply with this Agreement and to defend, indemnify and hold harmless RGI from and against any and all claims and demands arising from usage of your Account, regardless of whether or not such usage is expressly authorized by you.
- Disclaimers; Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT. ALL SERVICES PROVIDED BY RGI ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. RGI DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF PROPRIETARY RIGHTS. RGI, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RGI SITES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RGI SITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Term. The term of this Agreement will begin on the date of this agreement plus one year from the Subscription Start Date specified above (the ‘Initial Term”). This Agreement can automatically renew for a twelve (12) month period (a “Renewal Term”) after the end of the Initial Term upon request by the customer or as otherwise agreed to in writing. You will be notified prior to the start of a Renewal Term of any changes in billing fees. You may terminate this Agreement after the Initial Term.
- Termination. Sections 3, 4, 5, 6, 7, 10 through 12 and 16 will survive any termination of this Agreement.
- Refunds. Refunds will not be provided for any subscription. We do not provide credit, refunds, or prorated billing for subscriptions that are cancelled. In such a circumstance, you will continue to have access to your Subscription until the end of the billing cycle.
- Electronic Contracting. Your use of the Services includes the ability to enter into this agreement. YOU ACKNOWLEDGE THAT YOUR ELECTION TO “ACCEPT” THESE TERMS AND CONDITIONS ELECTRONICALLY CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENT.