IMPORTANT – USE OF RZRISK IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE EXHIBIT

 

BEFORE USING RZRISK.

 

This license is a legal agreement concerning the use of RedZone Software LLC’s (“RedZone”) RZRisk Web Service Application (“RZRisk”) and related materials, between Customer and RedZone Software LLC. USE OF RZRISK INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. RZRisk is licensed, not sold. If you do not agree to these terms and conditions, promptly discontinue the use of RZRisk. You shall be subject to any guidelines or rules applicable to RZRisk posted on RedZone’s web site. All such guidelines or rules are hereby incorporated by reference into this Agreement.

 

GENERAL DISCLAIMER

RZRisk and the maps and other information generated or supplied are for reference only. User must act on local conditions and user’s experience and training. No representation is made or warranty given as to the content, the environmental conditions or expeditiousness. YOU ASSUME ALL RISK OF USE. RedZone and its suppliers assume no responsibility for any loss or delay resulting from use of RZRisk.

 

END USER LICENSE AGREEMENT

 

  1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, RedZone grants to you, provided that you have an active subscription to the reseller’s related services (“Services”) and payment of all associated fees, a nontransferable, nonexclusive license to access RZRisk to use the RZRisk in conjunction with the Services for your internal business purposes. You may use, access, display, run, or otherwise interact with the RZRisk solely for the purposes authorized by RedZone. For avoidance of doubt, Customer must be a current subscriber to Services in order to use the RZRisk.

 

  1. CONFIDENTIAL INFORMATION AND MATERIALS/INTELLECTUAL PROPERTY. RZRisk, including any updates, modifications, revisions, copies, and documentation are copyrighted, trade secret and confidential information of RedZone, or its licensors who maintain exclusive title to RZRisk and retain all rights not expressly granted herein. The trademarks, logos and service marks (“Marks”) displayed on any generated Reports or in the application itself are the property of RedZone or other third parties. You are not permitted to use the Marks without the prior written consent of RedZone or such third party which may own the Marks. RedZone and the RedZone logo are trademarks of RedZone.

 

  1. USER CONTENT. By entering any content or data into or using RZRisk: (a) you represent and warrant to us that you have the right to so submit such content or data and that our use of your content or data as described herein will not infringe or violate the rights of any third party, or violate applicable law, or (b) you grant reseller and RedZone an irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any content as is necessary to allow you the use of RZRisk.

 

Unless otherwise specified in any other document pertaining to specific content, you will continue to own all content and data you submit to RZRisk or Services; however you grant us the right and license to use such content and data for purposes solely in connection with providing you Services.

 

  1. RESTRICTIONS ON USE. You may not rent, lease or lend RZRisk, and you must only use RZRisk for your or your customer’s benefit. You may not sublicense, assign or otherwise transfer RZRisk, this Agreement or the rights under it without RedZone’s prior written consent. You shall not make RZRisk available in any form to any person other than as reasonably necessary to support the authorized use, with the exception of backup copies as required by Customer’s Record Retention Policy. You shall take appropriate action to protect the confidentiality of RZRisk and ensure that any person permitted access to RZRisk does not disclose it or use it except as permitted by this Agreement. You shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive from RZRisk any source code. The provisions of this section shall survive the termination or expiration of this Agreement.

 

  1. WARRANTY DISCLAIMER. YOU AGREE THAT REDZONE HAS MADE NO EXPRESS WARRANTIES TO YOU REGARDING RZRISK. REDZONE MAKES NO WARRANTIES WITH RESPECT TO (A) SERVICES; OR (b) RZRISK, WHICH ARE PROVIDED “AS IS.” NEITHER REDZONE NOR ITS LICENSORS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO RZRISK OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. REDZONE AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.

 

  1. LIFE ENDANGERING ACTIVITIES. NEITHER REDZONE NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, RZRISK IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF RZRISK MIGHT RESULT IN DEATH, PERSONAL INJURY, OR LOSS OF PROPERTY.

 

  1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REDZONE OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFITS OR SAVINGS, BUSINESS INTERRUPTION, OR INJURY TO PERSONS OR PROPERTY) WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF REDZONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. You agree to indemnify and hold RedZone, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to your use of the Software, your violation of this Agreement, or your violation of any rights of another person or entity.

 

  1. Upon any termination of this Agreement, your right to use RZRisk terminates.

 

  1. THIRD PARTY BENEFICIARY. RedZone Software LLC is an express, intended third party beneficiary of this Agreement.