Placement Plus, powered by RNS - RNS Licencing Agreement
This Relevant Name Search (“RNS”) 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 RNS software described herein (“Licensee”, “You”, “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 Material (the “Effective Date”).
1. USE OF IDENTITY DIGITAL MATERIALS: This Agreement applies to Licensee’s access to, and use of, the service, content, documentation, code, data and related materials made available by Identity Digital to Licensee, including the RNS application interface (collectively, the “Identity Digital Material”). Licensee agrees to the terms of this Agreement and to follow all applicable laws and regulations. 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. Use of Identity Digital Material 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 Material. Identity Digital will notify Licensee thirty (30) days prior to a change in the fee for use of Identity Digital Material.
2. GRANT OF LICENSE: Subject to Licensee’s full compliance with all of the terms and conditions of this Agreement, Identity Digital grants Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license to download, access and use the Identity Digital Material to develop, implement and integrate the Identity Digital Material 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 Material for any other purpose without Identity Digital' prior written consent. Identity Digital will provide reasonable implementation consulting to Licensee upon request.
3. LICENSEE OBLIGATIONS: In consideration for the access and use of the Identity Digital Materials, Licensee agrees to: 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 RNS calls based on a domain search query performed by an actual third-party end user; iii) display at least five (5) RNS 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 or otherwise, other than that specified in this Agreement; v) use reasonable efforts to provide Identity Digital with a report each month detailing the number of domain registrations, conversions and shopping cart adds resulting from the use and display of the RNS search results; and vi) meet via teleconference, not less than monthly, to discuss performance of the API and the RNS search results. Identity Digital, in its sole discretion, expressly reserves the right to limit the number and/or frequency of RNS requests, and may suspend, throttle, or revoke Licensee’s access to the Identity Digital Materials based on excessive frequency or query volumes. Excessive frequency or high query volumes of RNS request may result in account suspension or termination if not explicitly addressed in a reasonable time period by Licensee.
4. PROPRIETARY RIGHTS: As between Identity Digital and Licensee, the Identity Digital Materials, as may be updated and modified from time to time, including any and all data, documentation and code made available, collected and/or derived through the RNS, and 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, are and will at all times remain the sole and exclusive property of Identity Digital and are protected by applicable United States intellectual property laws and foreign treaties.
5. 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.
6. 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 Material and to impose new or additional rules, policies, terms, or conditions on your use of Identity Digital Materials, including 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, including the RNS, following the additional 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.
7. 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.
8. 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 email@example.com.
9. LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL IDENTITY DIGITAL, 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.
10. INDEMNITY: 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.
11. 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. 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 the license(s) 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 (including all user data), and will so certify to Identity Digital that such actions have occurred. 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 9-12 will survive termination of this Agreement.
12.1. 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 firstname.lastname@example.org.
12.2. Representations and Warranties. Identity Digital makes no representations regarding the marketability or performance of Identity Digital Material.
12.3. 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.
12.4. Export Controls. Licensee will comply with 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.
12.6. 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.
12.7. 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.