RNS Licensing Agreement
This Relevant Name Search License Agreement (the “Agreement”) is a binding contract by and between Identity Digital Inc., a Delaware corporation (“Identity Digital”), and the individual or entity that downloads, installs or uses the Relevant Name Search (“RNS”) software described herein (“Licensee,” “You,” or “Your”), and is effective as of the earlier date You either (a) click the “I Accept” button or check box presented with these terms, or (b) use any of the Identity Digital Materials (defined below) (the “Effective Date”).
1. USE OF IDENTITY DIGITAL MATERIALS; FEES: This Agreement applies to Licensee’s access to, and use of, the service, content, documentation, code, data, including but not limited to user data, and related materials made available by Identity Digital to Licensee, including the RNS application interface (the “API”) (collectively, the “Identity Digital Materials”). Without limiting the foregoing, Identity Digital Materials include but are not limited to: any and all data; documentation and code made available, both collected and derived through the RNS; all intellectual property rights in and to all of the foregoing; and any improvements made to the Identity Digital Materials based on Licensee’s use or feedback regarding the same. Use of Identity Digital Materials is currently at no cost to Licensee although Identity Digital retains the right, at its sole discretion, to begin charging Licensee for use of Identity Digital Materials. Identity Digital will notify Licensee thirty (30) days prior to a change in the fee for use of Identity Digital Materials.
2. GRANT OF LICENSE: Subject to Licensee’s full compliance with this Agreement, Identity Digital grants Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license to, during the Term, download, access and use the Identity Digital Materials to develop, implement and integrate the Identity Digital Materials with Licensee’s domain name registration services, solely in conjunction with Licensee’s use, reproduction, distribution, transmission, display and performance of RNS. Licensee may not install or use the Identity Digital Materials for any other purpose without Identity Digital' prior written consent. Identity Digital will provide reasonable implementation consulting to Licensee upon Licensee’s request.
3. LICENSEE OBLIGATIONS: In consideration for the access and use of the Identity Digital Materials, Licensee will comply with all of the following requirements (i-viii the “Licensee Obligations”). Identity Digital may at any time, and with reasonable notice, request an audit of Licensee’s compliance with the Licensee Obligations:
i) provide Identity Digital with a list of all websites on which the Identity Digital Materials will be utilized and notify Identity Digital of any changes to that list during the term of this Agreement;
ii) only make API calls based on a domain search query performed by an actual third-party end user;
iii) display at least five (5) visible domain search results for each search query performed by an end user;
iv) not use Identity Digital Materials for data mining, research, or any other purpose, internal to Licensee otherwise, other than that specified in this Agreement;
v) meet via teleconference, not less than monthly, to discuss performance of the API and the RNS search results;
vi) include in each API call the exact unmodified search string provided by an end user query. The search string must be properly encoded, using only the limited US-ASCII characters legal within a URI; and
vii) comply with all applicable laws and regulations in its use of the Identity Digital Materials and RNS, including, without limitation, all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and Licensee will not export, or allow the export or re-export of the Identity Digital Materials in violation of any such restrictions.
Identity Digital, in its sole discretion, expressly reserves the right to limit both the number and frequency of RNS requests, and may suspend, throttle, or revoke Licensee’s access to the Identity Digital Materials based on excessive frequency, query volumes, or use of Identity Digital Materials on sites that Identity Digital deems, in its sole discretion to be inappropriate.
4. OTHER RESTRICTIONS: Except as expressly and unambiguously authorized under this Agreement, Licensee may not: (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify or alter any part of the Identity Digital Materials; (ii) otherwise use the Identity Digital Materials on behalf of any third party; or (iii) design or permit the Identity Digital Materials to disable, override or otherwise interfere with any Identity Digital-implemented communications related to RNS search results.
5. PROPRIETARY RIGHTS: As between Identity Digital and Licensee, the Identity Digital Materials, as may be updated and modified from time to time, are and will at all times remain the sole and exclusive property of Identity Digital. The Identity Digital Materials are the valuable intellectual property of Identity Digital and are protected by all applicable intellectual property rights.
6. WARRANTY DISCLAIMER: THE IDENTITY DIGITAL MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IDENTITY DIGITAL AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE IDENTITY DIGITAL MATERIALS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, IDENTITY DIGITAL DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE IDENTITY DIGITAL MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE.
7. IMPLEMENTATION/TECHNICAL SUPPORT: Identity Digital will provide Licensee email support during standard business hours between 9:00 am and 8:00 pm Greenwich Mean Time via the email address firstname.lastname@example.org.
8. LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL IDENTITY DIGITAL OR ANY OF ITS AFFILIATES BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE IDENTITY DIGITAL MATERIALS OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00), EVEN IF IDENTITY DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
9. WARRANTY; INDEMNITY: Licensee represents and warrants that Licensee is authorized to grant all permissions and licenses provided in this Agreement and can bind Licensee to this Agreement. Licensee agrees that Identity Digital will have no liability whatsoever for Licensee’s use of the Identity Digital Materials. Licensee will indemnify and hold harmless Identity Digital, and any of its affiliates or subsidiaries, from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) from third parties arising from Licensee's use of the Identity Digital Materials.
10. TERM AND TERMINATION: The term of this Agreement will be one (1) year from the Effective Date, and will automatically renew for additional one (1) year periods thereafter (the “Term”). Identity Digital may terminate this agreement at any time for convenience by giving Licensee five (5) days’ notice in writing, email being a sufficient form of notice. Without limiting the foregoing, Identity Digital may also terminate or suspend Licensee’s account if the account is dormant and has no activity for sixty (60) days. Licensee may terminate this agreement for convenience upon sixty (60) days prior written notice, email being a sufficient form of notice. In the event that Licensee breaches or violates any provision of this Agreement, Identity Digital may terminate this Agreement immediately. Any termination of this Agreement will also terminate all licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee will cease using, destroy, and remove from all computers, hard drives, networks, and other storage media all copies of the Identity Digital Materials, and shall certify to Identity Digital that such actions have occurred no later than five (5) business days after the date of termination. Identity Digital may terminate or suspend this Agreement immediately, and at any time, and freeze all associated funds and payment, without notice, if Identity Digital determines, in its sole discretion, that Licensee or any person associated with Licensee and the services being provided is a sanctioned person that is subject to or the target of sanctions or restrictions under U.S. economic sanctions or export controls such that Identity Digital is prohibited by law from continuing the Agreement. Identity Digital will have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 3-5, 7, and 9-13 will survive termination of this Agreement.
11. MODIFICATIONS TO THIS AGREEMENT: Identity Digital reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement, the RNS, and Identity Digital Materials and to impose new or additional rules, policies, terms, or conditions on your use of Identity Digital Materials or the RNS. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Licensee’s continued use of Identity Digital Materials, or the RNS, following the addition of Additional Terms will be deemed to constitute Licensee’s acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
i) Notice. Any notification or written communication required by or contemplated under this Agreement will be in writing and will be deemed to be delivered if transmitted via email at the addresses listed on the signature page to this Agreement with a copy sent to email@example.com.
ii) Governing Law and Disputes. This Agreement will be governed and construed in accordance with the laws of the State of Washington, USA, and Licensee unconditionally submits to the exclusive jurisdiction of the courts of King County, WA. The prevailing party in any action arising out of this Agreement will be entitled to an award of its costs and attorneys' fees.
iv) Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Identity Digital to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and will not limit Identity Digital' rights with respect to such breach or any subsequent breaches.
v) Assignment. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Identity Digital' prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Identity Digital expressly reserves the right to assign this Agreement.