Royalty Tracker Terms and Conditions
MetaComet® Systems, Inc. Royalty Tracker® Software SaaS License Agreement
Your use of MetaComet Systems, Inc.’s RT Online™ Internet site (the “Site”) or any of the software subscription service offerings or other services offered on the Site including any off-line or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services”) is subject to these Terms of Use (these “Terms”). If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by these Terms. We may modify these Terms at any time without notice to you by posting revised Terms on the Site. Your use of the Site constitutes your binding acceptance of these Terms, including any modifications that we make. You are responsible for regularly reviewing these Terms.
You may not access this site or the ROYALTY TRACKER® Software if you are a direct competitor of MetaComet Systems, except with our prior written consent. Any Order Form submitted by or on behalf of a direct competitor is void, as we do not offer our services to direct competitors. Submission of an Order Form by or for a direct competitor is an attempt to circumvent and defeat our security systems and is a violation of US Federal Law. In addition, no one may access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1. Table of Contents
1. Table of Contents
2. License Grant; Your Content
3. Technical Support
4. Intellectual Property Rights
5. Fees
6. Term and Termination; Service Cancellation
7. Privacy Policy
8. Your Conduct on the Site and other Restrictions
9. Indemnification
10. Warranty; Disclaimers
11. Limitation Of Liability
12. Confidentiality
13. Arbitration
14. Miscellaneous
2. License Grant; Your Content
MetaComet Systems, Inc. (“MetaComet”) hereby grants you a non-exclusive, non-transferable right to use the Site and Services for the term for which you have paid the applicable subscription fees (“License Term”), solely for your own internal business purposes, subject to this Agreement and the Order Form/Subscription Document If any subscription based Service is licensed on a “named user” basis, rights of any user licensed to utilize the Service cannot be shared or used by more than one individual but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
You shall be solely responsible for all materials and data, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site or through the Service (“Your Content”). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content.
You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by MetaComet as described below, does not violate applicable law or the rights of any third party. You hereby grant MetaComet, MetaComet’s affiliates, and MetaComet’s partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the License Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) processing Your Content in connection with providing the Services to you, (ii) distributing Your Content, either electronically or via other media, to your users seeking to download or otherwise acquire it, and (iii) storing or hosting Your Content in a remote database or on the Site for access by your users. This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
3. Technical Support
MetaComet will provide a telephone Hotline support number, and an email address for submitting support requests, maintained by qualified support specialists, per MetaComet’s policies as outlined in the Order Form.
4. Intellectual Property Rights
MetaComet owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Your Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services.
As between MetaComet and you, you exclusively own all rights, title and interest in and to all of Your Content.
You hereby give MetaComet a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including your users, relating to the operation of the Services or the functions, features and operability of the Services.
5. Fees
a. For Subscribers Who Pay MetaComet Directly:
You shall pay all fees specified in all Order Forms. Except as otherwise specified here or in an Order Form, (i) fees are payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the level of Service purchased cannot be decreased during the relevant subscription term stated on the Order Form. Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for upgrades added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
You will provide MetaComet with valid and updated credit card information. If you provide credit card information to MetaComet, you authorize MetaComet to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either monthly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, MetaComet will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
In addition to any other rights granted to MetaComet herein, if any charges are not received from you by the due date (except charges then under reasonable and good faith dispute), then at MetaComet’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
If any charge owing by you under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), MetaComet may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.
MetaComet’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If MetaComet has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide MetaComet with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, MetaComet is solely responsible for taxes assessable against it based on its income, property and employees.
b. For Subscribers Who Pay Through an Authorized Agent:
An “Authorized Agent” is any third party organization which has entered into an agreement with MetaComet Systems to sell subscriptions to RT Online on behalf of MetaComet Systems, and which pays MetaComet Systems according to that agreement for those subscriptions.
In addition to any other rights granted to MetaComet herein, if any charges owing by your Authorized Agent under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), MetaComet may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full.
MetaComet’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Your agent is responsible for paying all Taxes associated with your purchases hereunder. If MetaComet has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide MetaComet with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, MetaComet is solely responsible for taxes assessable against it based on its income, property and employees.
c. For all Subscribers:
The Service level you are entitled to is stated in the Order Form/Subscription Document. If the amount of Service required exceeds those limits, you will be charged for an Upgrade at MetaComet’s then-current fees or those fees identified in the agreement between MetaComet and its Authorized Agrent. MetaComet will use reasonable efforts to notify you when your use reaches approximately 90% of the maximum; however, any failure by MetaComet to so notify you will not affect your responsibility for Upgrade charges. MetaComet reserves the right to establish or modify its general practices and limits relating to Service levels beyond any then current subscription term.
6. Term and Termination; Service Cancellation
a. For Subscribers Who Pay MetaComet Directly:
The Services will be automatically renewed upon the expiration of the then current License Term, unless you give MetaComet written notice thirty (30) days prior to the end of the then current License Term, of your intention to terminate the Services. Fees at the time of automatic renewals will be at the then-current Services rates. Notwithstanding the foregoing, MetaComet may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this Agreement if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified. MetaComet may terminate any free account or Services at any time in its sole discretion without liability to you. You will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve you from its obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.
Upon termination by MetaComet of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, MetaComet will have no obligation to refund to you any fees paid by you. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your breach), MetaComet will make available to you a file of your data within 30 days of termination without further charge.
In the event MetaComet (or its successor in interest) ceases to operate in the normal course of business, and as a result the Services are permanently unavailable, MetaComet will refund to you any pre-paid subscription fees for the remaining months where you no longer have access to the Services and MetaComet will make available to you a file of your data within 30 days of termination without further charge.
b. For Subscribers Who Pay Through an Authorized Agent:
MetaComet may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this Agreement if your Authorized Agent (i) fails to pay any applicable undisputed fees when due, or if you or your Authorized Agent (ii) materially breach or otherwise materially fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified. MetaComet may terminate any free account or Services at any time in its sole discretion without liability to you or your Authorized Agent. Termination does not relieve your Authorized Agent from its obligation to pay undisputed fees that remain unpaid at the time of termination and will not limit either party from pursuing other available remedies.
Upon termination by MetaComet of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, MetaComet will have no obligation to refund to you any fees paid by you or your Authorized Agent. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your uncured breach), MetaComet will make available to you a file of your data within 30 days of termination without further charge.
In the event MetaComet (or its successor in interest) ceases to operate in the normal course of business, and as a result the Services are permanently unavailable, MetaComet will refund to your Authorized Agent any pre-paid subscription fees for the remaining months where you no longer have access to the Services and MetaComet will make available to you a file of your data within 30 days of termination without further charge.
7. Privacy Policy
All of the information that MetaComet collects from you, such as registration information, is subject to MetaComet’s privacy policy. Please go to METACOMET.COM to see MetaComet’s full privacy policy. This policy is expressly incorporated into and a part of this Agreement.
The Site is hosted in the United States. If you are visiting from the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you may transfer Your Content to the United States and by providing Your Content to MetaComet you represent, warrant, and covenant to MetaComet that: (i) you have the authority and right to enter into this Agreement, to grant the rights granted by you under this Agreement, and to perform your obligations under this Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute Your Content to MetaComet, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies.
8. Your Conduct on the Site and other Restrictions
If MetaComet requests registration information from you, you will provide MetaComet with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If MetaComet issues you a password, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify MetaComet of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. MetaComet will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
If MetaComet provides you with an administrator user ID and password for accessing the Service, you will assign them to your administrator. You will be responsible, through your administrator, for setting and modifying yours and your users’ profile and preferences for the Services, authorizing and terminating individual user ID’s and passwords and specifying the access rights of those individuals to the Services. The administrator will notify MetaComet if the administrator needs to change the administrator’s or any user’s ID, and the administrator may do so only by contacting MetaComet at the email address for technical support specified by MetaComet from time to time.
You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
The technology and the software underlying the Site and the Services is the property of MetaComet. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. You agree not to allow anyone to use any access codes granted to you to make any unauthorized access to or use of the Site or Services. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:
1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, MetaComet’s sites, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
6. Download any file that you know or reasonably should know cannot be legally obtained in such manner;
7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
8. Restrict or inhibit any other user from using and enjoying any area within the Site;
9. Interfere with or disrupt MetaComet’s sites, servers, or networks;
10. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
11. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site;
13. Take any action that imposes an unreasonably or disproportionately large load on MetaComet’s infrastructure; or
14. Engage in any illegal activities.
If offered as part of the Services, you agree to use MetaComet’s bulletin board services, chat areas, news groups, forums, communities and message or communication facilities (collectively, the “Forums”) only to send and receive messages and material that are proper and related to that particular Forum.
If you choose a username that, in MetaComet’s sole discretion, is obscene, indecent, abusive or that might otherwise subject MetaComet to public disparagement or scorn, MetaComet reserve the right, without prior notice to you, to automatically change your username, delete your posts from MetaComet’s sites, deny you access to MetaComet’s sites, or any combination of these options.
Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by MetaComet for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except any automated means that MetaComet has approved in advance and in writing.
You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit MetaComet’s right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site.
9. Indemnification
You hereby agree to indemnify, defend and hold MetaComet and all of MetaComet’s officers, directors, owners, employees, agents, affiliates, suppliers, partners (collectively, the “MetaComet Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any MetaComet Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and privacy, copyright infringement, or trademark infringement, arising out of:
1. Your use of the Site;
2. Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
3. The content, the quality, or the performance of content that you submit to the Site;
4. Your connection to the Site;
5. Your violation of this Agreement; or
6. Your violation of the rights of any other person or entity.
MetaComet will defend you from any third party claim that your use of MetaComet’s proprietary software hosted on the Site infringes its copyright, patent or trademark, and will pay all damages finally awarded against you in such claim. If MetaComet settles the claim, MetaComet will pay all settlement amounts on your behalf. In exchange, you must (i) promptly notify MetaComet if such a claim is asserted against you, (ii) allow MetaComet sole defense of the claim, and (iii) cooperate with MetaComet’s requests for reasonable assistance, at MetaComet’s expense. MetaComet will not be obligated to indemnify you if you are in violation of any of this Agreement’s terms. If as a result of the infringement or misappropriation your use of the software hosting on the Site is enjoined by a court of law, MetaComet will modify the software to make it non-infringing, acquire a license for you to continue using the software, or if neither option is possible, refund to you the applicable subscription fees paid by you during the 12 month period preceding the injunction. This is your exclusive remedy for a third party’s infringement or misappropriation claim against your use of the software hosted on the Site.
10. Warranty; Disclaimers
MetaComet warrants that during the License Term, the Site will conform to the documentation provided by MetaComet. In the event the Site does not conform to the documentation, if you promptly notify MetaComet, MetaComet will modify the Site so that it conforms. This is your exclusive remedy.
MetaComet disclaims any responsibility for the deletion, loss or damage, destruction, the failure to store, the misbeliever, or the untimely delivery of any content, information or material. MetaComet disclaims any responsibility for, and if you subscribe to one of MetaComet’s fee-based services you will not be entitled to a refund or any other damages as a result of, any service outages that are caused by MetaComet’s maintenance on the servers or the technology that underlies MetaComet’s Site, problems inherent in the use of the Internet and electronic communications, failures of MetaComet’s service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of MetaComet’s facilities, acts of nature, war, civil disturbance, or any other cause beyond MetaComet’s reasonable control.
EXCEPT FOR THE WARRANTY PROVIDED ABOVE, THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED BY METACOMET ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE AND THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA OR ANY ERRORS WILL BE CORRECTED. WE MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.
11. Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METACOMET WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM BUT NOT LIMITED TO: (i) THE USE OR THE INABILITY TO USE THE SITE AND THE SERVICES; (ii) UNAUTHORIZED ACCESS TO, ALTERATION OF, OR INACCURACY, ERROR OR OMISSIONS IN YOUR CONTENT, TRANSMISSIONS OR DATA; OR (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METACOMET WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO METACOMET FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
12. Confidentiality
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is noted as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Content; Our Confidential Information shall include the Services, the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes. However, Confidential Information (other than Your Content) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have confidentiality obligations with the Receiving Party containing protections no less stringent than those herein.
MetaComet will not disclose Your Content except as compelled by law or as expressly permitted in writing by you, or (c) access Your Content except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
13. Arbitration
Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration. The arbitration will be conducted under the commercial arbitration rules and the optional procedures for emergency measures of protection (the “Rules”) of the American Arbitration Association and administered by it. The arbitration will be conducted in Springfield, Massachusetts, United States, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or MetaComet may seek any interim or preliminary relief from an arbitrator, necessary to protect the rights or the property of you or MetaComet, pending the completion of arbitration with any such interim award being subject to enforcement by any court of competent jurisdiction.
14. Miscellaneous
The Site features trademarks, service marks, and logos that are the property of MetaComet. You agree not to use them in any manner without MetaComet’s prior written permission.
MetaComet may be required by applicable law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon MetaComet’s posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide MetaComet with accurate information, MetaComet cannot be held liable if MetaComet fails to notify you.
MetaComet’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You may not assign this Agreement and your right to use the Services without the prior written approval of MetaComet.
This Agreement, including any applicable Order Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and MetaComet and govern your use of the Site and Services, superseding any prior agreements that you may have with MetaComet. Any additional or different terms in ordering documentation such as purchase orders of invoices are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of law principles, and the federal laws of the United States.
The use of this Site and Site materials (e.g. software and content hosted on the Site) contained thereon is subject to the U.S. Export Administration Regulations. You agree to the following: (a) you are not a citizen, national or resident of, and are not under the control of, the government of Cuba, Iran, North Korea, Syria, Sudan nor any other country to which the United States has prohibited export; (b) you will not export or re-export the materials from the Site, directly or indirectly, neither to the above mentioned countries nor to citizens, nationals or residents of those countries; (c) you are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders; (d) you will not export or re-export Site materials, directly, or indirectly, to persons on the above mentioned lists; and (e) you will not use the Site and Site materials for, and will not allow the Site and Site materials to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.
The Site and the Services, its software, content and other materials, will be deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Site and the Services including, but not limited to, its reproduction and display, by the United States of America or any of its instrumentalities, regardless of form, will be governed by this Agreement.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where an arbitrator is unable to construe any unenforceable or invalid provision to make it binding, the arbitrator will sever and delete the provision. In any event, all other terms that remain valid and enforceable will survive and remain in full force and effect.
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Co-Chair Committee Member
