This End User License Agreement (this “Agreement”), is by and between Union Realtime LLC (“Union Realtime” or ” Radius+” or “We”) and the person or entity accessing or using the Union Realtime RADIUS™ application and database and/or any information contained therein (“Licensee,” “You,” or “ Your”).
UNION REALTIME PROVIDES THE RADIUSTM LOCATION INTELLIGENCE PLATFORM (THE “APPLICATION”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AND ONLY IF YOU RESIDE IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS, AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE OR OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, UNION REALTIME WILL NOT AND DOES NOT LICENSE THE APPLICATION, ITS DATABASE, DATA OR DOCUMENTATION TO YOU AND YOU MUST NOT DOWNLOAD, ACCESS OR USE THE APPLICATION, UNION REALTIME DATA OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT TO, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ANY RIGHT CONCERNING ANY SOFTWARE, DATABASE, DATA OR APPLICATION THAT LICENSEE DID NOT ACQUIRE LAWFULLY.
1. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fee and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Union Realtime hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term for Licensee and its employees (“ Authorized Users”) to access and use the Application, any videos, articles and any other materials provided by Union Realtime, in printed, electronic or other form, that describe the installation, operation, or use of the Application (“Documentation”), solely for Licensee’s internal research, development and other non-commercial use, subject to all conditions and limitations set forth in Section 2 or elsewhere in this Agreement. Subject to and conditioned upon Licensee’s and the Authorized Users strict compliance with all terms and conditions set forth in this Agreement, Union Realtime hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license for Licensee and its Authorized Users to download, copy, create derivative works of, any data accessed by or on behalf of Licensee through the Application (“Union Realtime Data”), solely for Licensee’s business purposes. For the avoidance of doubt, Licensee may not sell, copy, license, store, or otherwise transfer the Union Realtime Data, any derivatives of the Union Realtime Data or any portion thereof, to any Third Party (as defined below). The foregoing licenses grant Licensee the right to access and use the Application, Documentation and Union Realtime Data only in accordance with this Agreement using the log-in credentials assigned to You by Union Realtime (“ Log-In Credentials”). The Application is installed on a cloud environment hosted by or on behalf of Union Realtime (“Cloud Environment”) and accessible by Licensee through an Internet connection.
2. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to permit any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity other than Licensee or the Authorized Users (each, a “Third Party”) to, directly or indirectly:
(a) use (including make any copies of) the Application, Union Realtime Data or Documentation beyond the scope of the license granted under Section 1;
(b) provide any Third Party with access to or use of the Application, Union Realtime Data, Documentation or Licensee’s Log-In Credentials;
(c) copy, modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application or Documentation or any part thereof;
(d) combine the Application or any part thereof with, or incorporate the Application or any part thereof in, any other programs;
(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(g) remove, delete, alter or obscure any trademark, copyright, patent or other intellectual property or proprietary rights notices provided on or with the Application, Union Realtime Data or Documentation, including any copy thereof;
(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application, Union Realtime Data, or any features or functionality of the Application, to any Third Party for any reason;
(i) use the Application, Union Realtime Data or Documentation in violation of any law, regulation or rule;
(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection or security features in the Application or Union Realtime Data; or
(k) use the Application, Union Realtime Data or Documentation for purposes of competitive analysis, the development of a competing Application product or service or any other purpose that is to the Union Realtime’s commercial disadvantage.
3. Fees. In order for You to access and use the Application You will be required to register or login to the Application, accept the terms of this Agreement, and purchase credits for use of the Application as provided in the registration (the “License Fee”). Each credit will provide You with access to the Application for a specified period of time. You agree to pay the indicated price for use of the Application and credits to your account for your use of the Application at the time of purchase. Your credit card indicated in the registration process will automatically be charged for use of the Application. The credits You purchase expire 1 year after purchase unless prohibited by law. Unused credits will not be redeemed, refunded, or transferred to another user. Union Realtime reserves the right to change, at any time, its pricing for any and all of its services, including pricing and credit amounts needed for access and use of the Application, access to the Union Realtime Data, or the License Fee.
4. Responsibility for Use of Application. Licensee shall safeguard the confidentiality of its Log-In Credentials and is responsible and liable for all uses of the Application, Union Realtime Data and Documentation through Licensee’s Log-In Credentials. Licensee agrees not to use and not to permit its Authorized Users to use the Application to:
(a) Upload, post, email or otherwise transmit any other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) Upload, post, email or otherwise transmit any materials that You do not have a right to upload, post, email or otherwise transmit or that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
(c) Upload, post, email or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
(d) Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law.
Licensee’s right to use and/or access the Application depends on Your compliance with the standards and conduct guidelines set forth above and the other Terms in this Agreement. If Licensee or any Authorized Users fail to adhere to these standards and guidelines, or any part of this Agreement, Union Realtime may terminate, in its sole discretion, Licensee’s use of the Application and/or Union Realtime Data You shall be responsible for use of the Application, Documentation and Union Realtime Data by any Authorized User or third party (other than Union Realtime) that uses Your Log-In Credentials. If Union Realtime terminates Your use of the Application based on a violation of this Agreement You will not be refunded the cost of any unused credits.
5. Monitoring, Audit and Expectations of Privacy. The Application is subject to monitoring by Union Realtime at all times to ensure proper functioning, to prevent unauthorized use and violations of laws and regulations, to deter criminal activity, and for other Union Realtime business purposes. As a user of the Application, You hereby acknowledge and agree that any information placed in the Application is subject to monitoring and is not subject to any expectation of privacy from the Union Realtime beyond any the obligations Union Realtime is subject to under applicable law.
We do not collect personal information automatically, but We may tie this information to personal information about You that We collect from other sources or You provide to us.
By submitting your mobile telephone number to Union Realtime you agree that a representative of Union Realtime can contact you at the number you provide, potentially using automated technology (including texts/SMS messaging) or a pre-recorded message. Your consent is not a requirement to receive our services and/or products.
7. Updates. Union Realtime may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “ Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Union Realtime has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Application.
8. Intellectual Property Rights. As used herein, “ Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, moral rights, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Licensee acknowledges and agrees that the Application, Union Realtime Data and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Application, Union Realtime Data or Documentation or any derivatives of the Application, Union Realtime Data and Documentation, under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Union Realtime reserves and shall retain its entire right, title and interest in and to the Application, Union Realtime Data and Documentation and all Intellectual Property Rights arising out of or relating to the Application, Union Realtime Data and Documentation, and all derivatives of the Application, Union Realtime Data Data and Documentation, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Application, Union Realtime Data and Documentation from misuse or unauthorized access. Licensee shall promptly notify Union Realtime if Licensee becomes aware of any infringement of the Union Realtime’s Intellectual Property Rights in the Application or Union Realtime Data and fully cooperate with Union Realtime, at Union Realtime’s expense, in any legal action taken by Union Realtime to enforce its Intellectual Property Rights.
9. Your Data. Through the Application, Union Realtime is providing and will continue to provide content to the Union Realtime Data. Union Realtime also allows You, as well as other users of the Application, to contribute and edit content as well as upload documents including information, photographs, maps, permits, construction specifications (“ User Content”). You are solely responsible for the ownership rights, use, quality, legality, and accuracy of the User Content, including the means by which the User Content was acquired by You. By submitting User Content through the Application, You and Authorized Users represent and warrant that You have full ownership and right to convey such User Content to Union Realtime, you have obtained and will obtain any assignment or transfers of User Content in order for Union Realtime to hold such rights, and that You have not executed, and covenant that You will not execute, any agreement in conflict with this Agreement. Where applicable, and only with the Parties mutual agreement, You will only submit “personal data” (as that term is defined by the General Data Protection Regulation (“GDPR”) and/or other similar law(s) or regulation(s)) to the Application in accordance with Your obligations under the Directive 95/46/EC (GDPR) and/or Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), including as implemented or adopted under the laws of the United Kingdom, to the extent such obligations are directly applicable under this Agreement. In the event that You will submit such personal data to the Application, and therefore, You will transfer such data from the European Union, European Economic Area, United Kingdom and/or Switzerland to countries (including, but not limited to the United States) which do not ensure an adequate level of data protection within the meaning of the GDPR or the applicable laws or regulations of the foregoing territories, You shall ensure that You have a legally approved mechanism in place to allow for the international data transfer to Union Realtime prior to the transfer of any such personal data, and that such method is communicated to Union Realtime, in writing, prior to any such transfer.
Any User Content You submit through use of the Application becomes the exclusive property of Union Realtime or its licensors. We will not pay You or anyone else for any User Content that You provide which is used by Union Realtime and the User Content may be used without restriction for any purpose whatsoever, commercial or otherwise, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public. You will not assert any proprietary right or moral right of any kind with respect to any User Content. Union Realtime provides You with a non-exclusive, revocable, nontransferable license to use any reports generated through the Application in connection with acquiring loans, review by Licensee’s investors, or other uses upon Union Realtime’s prior written consent. By uploading User Content, You represent and warrant to Union Realtime that User Content submitted by You will not contain any of the following material:
- that You do not have the right to transmit to the Application or grant exclusive ownership to Union Realtime as provided herein;
- personally identifiable information or confidential or propriety information;
- material that is false, factually inaccurate or misleading;
- material that is defamatory, libelous, deceptive or fraudulent;
- material that violates any U.S. or foreign law or regulation;
- material that discriminates against, ridicules, harasses or disparages an individual or group for any reason, or on the basis of race, religion, national origin, gender, sexual orientation, marital status, age, disability or any other status that Union Realtime deems inappropriate;
- material that violates any person’s privacy right;
- material that infringes or violates any person’s copyright, trademark or other intellectual property right;
- material that is obscene or derogatory;
- material that promotes violence, firearms, ammunition or weapons designed to inflict serious bodily harm; and
- material that Union Realtime deems, in its sole discretion, objectionable or inappropriate for the Site;
- to the extent that User Content originates in a country, Union Realtime’s use of any User Content, as permitted under this Agreement, does not and will not violate any U.S. or foreign law or regulation, including without limitation any law related to advertising or testimonials, any law concerning defamation, libel and privacy, and any copyright, trademark or other intellectual property law, and will not cause injury to any person or entity. If the User Data contains any personally identifiable information or confidential or proprietary information Union Realtime will not be responsible for the security of such information.
You agree to immediately notify Union Realtime if any User Content submitted through the Radius Application inconsistent with the above. Union Realtime will promptly delete such inconsistent User Content data upon such notification by You. Union Realtime shall have no other liability for any such inconsistent User Content Data.
10. Monitoring. Union Realtime reserves the right to view, monitor and record activity on the Application and the User Content without notice to or permission from You. We may disclose any records, electronic communications, information, materials or other content of any kind: (a) if We believe in good faith that applicable law, regulation or legal process requires it; (b) if such disclosure is necessary or appropriate to operate this Application; or (c) to protect our rights or property or the rights or property of our users and business partners. However, We are not responsible for screening, policing, editing or monitoring the Application, Union Realtime Data, or User Content. We are committed to complying with all applicable U.S. and foreign laws, and expect Your use of the Application to comply with all applicable laws and regulations as well. Union Realtime does not represent or guarantee the truthfulness, accuracy, or reliability of any submitted User Content. Instead, Union Realtime simply provides access to the User Content that You, as well as other users, have contributed and edited. If it comes to our attention, We discover or We are notified of an allegation that Your User Content violates the terms of this Agreement, We may, but have no obligation to, investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same. Notices to Union Realtime regarding any alleged violation of this Agreement should be directed to Union Realtime at email@example.com.
11. Infringement Claims.
(a) Infringement Notification Procedure. If you are an intellectual property rights owner or an agent thereof and believe that any content posted to this Application infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such information should be sent to firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.
(b) Counternotice. If you have had your content removed under the above take-down procedure, and believe that the content is not infringing, you may send a counternotice containing the following information to email@example.com:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Washington, D.C., and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counternotice is received by Union Realtime, Union Realtime may send a copy of the counternotice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counternotice, at Union Realtime’s sole discretion.
12. Attribution. Licensee may use the Union Realtime Data to create publications, presentations or other public displays relating to the Union Realtime Data (“Publications”); provided, however, that Licensee may not publicly disclose the Union Realtime Data or any portion thereof. Licensee shall include in each Publication, and with respect to written materials, on each document, a statement substantially similar to the following: “The data used to prepare this presentation was provided by Union Realtime’s RADIUSTM Location Intelligence Platform.”
13. Term and Termination. This Agreement and the licenses granted hereunder shall remain in effect until terminated by Licensee or Union Realtime (the “Term”). Licensee may terminate this Agreement by ceasing to use the Application, Union Realtime Data and Documentation and deleting all copies thereof, including any derivatives thereof. Union Realtime may terminate this Agreement, or any portion thereof, immediately and without notice at any time and for any reason. This Agreement will terminate immediately and automatically without notice (i) if Licensee violates any term or condition of this Agreement, in which case all licenses granted hereunder shall immediately terminate, or (ii) if Union Realtime ceases to support or offer the Application. Upon termination of this Agreement for any reason, all licenses granted to Licensee hereunder shall immediately terminate, and Licensee shall cease using the Application, Union Realtime Data and destroy all copies of the Union Realtime Data (including any derivatives of such Union Realtime Data) and Documentation (including any derivatives of such Documentation) in its control. Termination will not limit any of Union Realtime’s rights or remedies at law or in equity.
14. Third Party Materials. The Application may display, include or make available third-party content (including content generated by other users, data, information, applications and other products services and/or materials) (“Third Party Materials”). You acknowledge and agree that Union Realtime is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Union Realtime does not assume and will not have any liability or responsibility to You or any Third Party for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to You and You access and use them entirely at Your own risk and subject to such Third Parties’ terms and conditions, if any.
15. Referral Program. After signing up for the Application and during the Term of the Agreement, You may (but are not required) become a member of the Union Realtime referral program (the “ Referral Program”). If you become a member of the Referral Program, this Section 15 applies to you. Members of the Referral Program will be asked to advertise the Application to third parties and for each Qualified Transaction (as defined below) You generate, Union Realtime will provide You with a commission based payment.
Commissions on Qualified Transactions are calculated on a calendar quarterly basis (the “Commission Period”), and shall be paid to You within forty-five (45) days of the last day of the relevant Commission Period, subject to the receipt of applicable payments relating to such Qualified Transactions by Union Realtime. There is a minimum Commissions amount of $200. This is the minimum amount that You must earn before You will be paid Commissions. In any Commission Period, Your Commissions must exceed this amount before You will receive any payment for that period. Commissions below this minimum amount will be held until such time as the Commissions equal or exceed this amount. If there is a charge-back or refund in relation to a Qualified Transaction You provided, no Commissions shall be paid to You. If Commissions have already been paid, then such payments shall be deducted from Your future Commissions. All Commissions are paid in U.S. dollars by PayPal to the account You provided during the registration process. You shall be responsible for payment of all taxes resulting from any payments made hereunder, other than any taxes based on Union Realtime’s net income. You shall be responsible for any fees payable to PayPal in respect of receiving such Commissions.
As a member of our Referral Program Your website and social media pages on which You include the link to the Application may only include products that do not target persons 17 years of age or younger and do not contain any content or images that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitate illegal activity, are otherwise illegal or cause damage or injury to any person or property, or liable to bring Union Realtime into disgrace.
Union Realtime grants You a non-exclusive, non-transferable, non-sublicenseable license to use the Union Realtime trademarks (the “UR Marks”) only in connection with promoting the Application through your involvement in the Referral Program. You acknowledge that (a) Union Realtime is the owner of the UR Marks and all goodwill related thereto, and (b) all use of the UR Marks under this Agreement and any goodwill accruing from such use will inure solely to the benefit of Union Realtime. If You acquire any rights in the UR Marks, by operation of law or otherwise, You agree to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Union Realtime, which shall be furnished to You from time to time, with respect to any and all usage of the UK Marks in connection with the Referral Program throughout the Term. You hereby irrevocably assign such rights to Union Realtime without further action by any of the parties. You agree that You shall not, during the Term or thereafter, directly or indirectly:
- take, omit to take, or permit any action which will or may dilute the UR Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the UR Marks, or which will or may invalidate or jeopardize any registration of the UR Marks; or
- apply for, or obtain, or assist any person in applying for or obtaining any registration of the UR Marks, or any trademark, service mark, trade name, or other indicia confusingly similar to the UR Marks.
Upon expiration or termination of Your enrollment in the Referral Program You shall cease all use of the UR Marks.
16. Disclaimer of Warranties. THE APPLICATION, UNION REALTIME DATA AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNION REALTIME, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, UNION REALTIME DATA AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, UNION REALTIME PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION OR UNION REALTIME DATA WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER APPLICATIONS, SOFTWARE, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ACCURATE, COMPLETE OR ERROR FREE, ARE SECURE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. IN FURTHERANCE OF THE FOREGOING, UNION REALTIME DOES NOT GUARANTEE NETWORK UPTIME OR AVAILABILITY FROM THE CLOUD ENVIRONMENT, AS SUCH AVAILABILITY CAN INVOLVE NUMEROUS THIRD PARTIES AND FACTORS WHICH ARE BEYOND THE CONTROL OF UNION REALTIME.
17. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL UNION REALTIME OR ANY OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE APPLICATION OR UNION REALTIME DATA, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, LOSS OF PROFITS, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE UNION REALTIME WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL UNION REALTIME, ITS AFFILIATES, THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID DURING THE LAST SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
(c) THE LIMITATIONS SET FORTH IN THIS SECTION 17 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
18. Indemnification. You agree to indemnify, defend and hold harmless Union Realtime, its affiliates, and its and their officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to Your use or misuse of the Application or Union Realtime Data or Your breach of this Agreement. Furthermore, You agree that Union Realtime assumes no responsibility for the content You submit to or use through the Application.
19. Export Regulation. The Application and Documentation may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export or release the Application or Documentation to, or make the Application or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application or Documentation available outside the US.
(a) This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York, and each party irrevocably submits to the exclusive jurisdiction of such courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
(b) This Agreement constitutes the sole and entire agreement between Licensee and Union Realtime with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(c) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, without Union Realtime’s prior written consent, which consent Union Realtime may give or withhold in its sole discretion. Union Realtime may assign or delegate any or all of its obligations under this Agreement without notice to or the consent of Licensee.
(d) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any Third Party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(e) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(f) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(g) The following Sections shall survive any expiration or termination of this Agreement, unless expressly stated otherwise herein: Section 5 (for the period set forth therein), Section 8, Section 11, Section 14, Section 15, Section 16, Section 17, Section 18, and this Section 20.