1. ACCEPTANCE OF SERVICE
RWave Software Limited ("RWave") provides its RWorks service (”Service”) to you (either an individual or a legal entity that you represent as the authorized employee or agent)("You") subject to the following Terms of Service ("Agreement"). The Service is offered to you conditioned on your acceptance without modification of the Agreement and notices contained herein. RWave may amend the Agreement at any time by posting an amended Agreement on our website, www.rworks.com. The relationship between RWave and You is not one of a legal partnership relationship, but is one of independent contractors.
2. REGISTRATION, PASSWORD AND SECURITY
In order to access the Service, you must register for membership. By completing the registration process and/or using the service, you are stating that you are eligible for an account and that you agree to be about by the Agreement. When completing the registration you must provide the RWave with current, complete and accurate information as prompted by the registration form, including Your email address, username and password. You are responsible for maintaining the confidentiality of your password and username, and are responsible for all activities that occur with your password and username, including all purchases and fees incurred by your membership of the Service.
3. MEMBERSHIP AND FEES
Subject to Section 10 herein, the Service is provided at an agreed rate, chargeable per month. Unless otherwise stated, all fees are quoted in Euro. RWave may change its fees and payment policies for the Service from time to time including but not limited to fees charged to RWave by 3rd party vendors for inclusion of data and software components in the Service. RWave will provide access to the Service for the duration of the membership. On expiry of the membership, access to Your account will be limited until the membership is renewed. One year after the expiry of a membership, Your account and all related data will be removed from the Service.
4. NON EXCLUSIVE LICENSE
RWave hereby grants You a limited, revocable, non-exclusive, non-transferrable license to install, and use the RWorks client software solely as necessary to use the Service for one or more users. The license granted in this Agreement does not constitute a transfer or sale of RWave's ownership rights in the RWorks Database. RWave retains all right, title, an interest in and to the RWorks Database including all related intellectual property rights. You will use your best efforts to prevent and protect the contents of the RWave Database from unauthorized use or distribution. You will not nor will you allow any third party to (i) reverse engineer, de-compile or otherwise attempt to discover the source code of the RWorks Software; (iii) copy, reproduce, alter, modify, create derivative works, or publicly display any content or data of the Service, without the written permission of RWave, unless expressly authorized in the Agreement.
5. PROHIBITED USES
You agree that you will not: impersonate any person, including a RWave employee or agent of the Service; violate any local, regional, state or national low through or non the Service; collect or store data about other people using the Service; harass people through the service; take any action, either personally or through a third party, that imposes a an unreasonable or disproportionately large load on the infrastructure of the Service; reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
You will indemnify, defend and hold harmless, at Your expense, RWave against any and all third-party claims, actions, proceedings, and suits brought against RWave or any of its directors, employees, officers, agents or affiliates, and all related liabilities, damages, settlements, fines, penalties, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by RWave or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your use of the Service, (ii)Your breach of any term or condition of the Agreement herein, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, RWave will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. RWave reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
8. THIRD PARTIES.
If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party , (b) as between the Third Party and You, the Third Party owns any rights to User Data in the applicable account, and (c) You shall not disclose Third Party's User Data to any other party without the Third Party's consent.
You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. RWave makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to RWave, the Service, or use thereof. You agree to indemnify, hold harmless and defend RWave against any and all third-party claims, actions, proceedings, and suits brought against RWave or any of its directors, employees, officers, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by RWave, or any of its directors, employees, officers, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service, to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Service.
9. MODIFICATIONS TO SERVICE
RWave reserves the right at any time to modify or discontinue, temporarily or permanently, the Service or any part of it with or without notice. RWave will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
You understand that on termination of the Agreement, RWave will cease providing the service to You, and You will delete all copies of the RWorks Client Software from all computers within 3 days of the termination of the Agreement. You further understand that all data collected by the Service on your behalf, throughout the lifetime of this Agreement will remain in the RWorks Database for a maximum period of one calendar year from the expiry of Your membership, at the discretion of RWave, after which it will be removed from the Service.
11. DISCLAIMER OF WARRANTIES.
The information and services included in or available through the Service, including all data, irrespective of format, may include typographical errors or inaccuracies. RWave does not warrant that the RWorks Client or any other software component of the Service are free of viruses or other harmful components.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RWave EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT AND MERCHANTABILITY RELATED TO THE SERVICE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OF DATA OR EMAIL THAT RESULTS FROM YOUR USE OF THE SERVICE. RWave DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RWave OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY.
RWave WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RWave HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL RWave 's TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO RWave IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) EURO 500. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
13. TRADEMARK INFORMATION
RWorks, the RWorks logo, and other RWorks logos, products and service names are trademarks of RWave Software Limited. You must not display or use them in any manner without the written consent of RWave Software Limited.
14. MISCELLANEOUS; APPLICABLE LAW AND VENUE
The Agreement constitutes the entire agreement between you and RWave and governs your use of the Service, superseding any prior agreements between you and RWave. You may also be subject to additional terms and conditions that may apply when you use other RWave products or services. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under Republic of Ireland law without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Irish law, rules, and regulations, Irish law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in the Republic of Ireland . The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.Any notices to RWave must be sent to: RWave Software Limited, Wexford Enterprise Centre, Strandfield Business Park, Rosslare Road, Wexford, Ireland via first class or air mail or overnight courier, and are deemed given upon receipt.