Effective June 13, 2015
1. Your Agreement with Recentive
1.1 Your use of the Recentive service is governed by this agreement (the "Terms"). "Recentive" means Recentive Analytics Inc., with corporate formation at 100 Northern Avenue, Boston, MA 02210 United States, and its subsidiaries or affiliates involved in providing the Recentive Service. The “Recentive Services” means the services Recentive makes available through its websites, including this website, its software platforms, APIs, or services offered by Recentive in connection to any of those.
1.2 In order to use the Recentive Services, you must first agree to the Terms. You can agree to the Terms by actually using the Recentive Services. You understand and agree that Recentive will treat your use of the Recentive Services as acceptance of the Terms from that point onwards.
1.3 You may not use the Recentive Services if you are a person barred from receiving the Recentive Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Recentive Services. You affirm that you are over the age of 13, as the Recentive Services are not intended for children under 13.
1.4 You agree your purchases of Recentive Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Recentive or any of its affiliates regarding future functionality or features.
2. Your Use of the Recentive Services
2.1 You must provide accurate and complete registration information any time you register to use the Recentive Services.
2.2 Your use of the Recentive Recentive must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Recentive Services by any means other than through the interface that is provided by Recentive in connection with the Recentive Services, unless you have been specifically allowed to do so in a separate agreement with Recentive, or (b) engage in any activity that interferes with or disrupts the Recentive Services (or the servers and networks which are connected to the Service).
2.4 You may not use the Recentive Services for the purpose of creating a product or service competitive with the Recentive Services.
3. Content on the Recentive Services and Take Down Obligations
3.1 Recentive reserves the right (but shall have no obligation) to remove any or all Content from the Recentive Services.
3.2 You agree that Recentive has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
4. Proprietary Rights
4.1 You acknowledge and agree that Recentive (or Recentive's licensors) own all legal right, title and interest in and to the Recentive Services, including any intellectual property rights which subsist in the Recentive Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
5. License from You
5.1 You agree that Recentive, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Recentive Services.
6. Modification and Termination of the Recentive Services
6.1 Recentive is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Recentive Services which Recentive provides may change from time to time without prior notice to you. Changes to the form and nature of the Recentive Services will be effective with respect to all versions of the Recentive Services; examples of changes to the form and nature of the Recentive Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
6.2 You agree that Recentive, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Recentive Services may be without prior notice, and you agree that Recentive will not be liable to you or any third party for such termination.
6.3 You are solely responsible for exporting your Content and Application(s) from the Recentive Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
7. EXCLUSION OF WARRANTIES
7.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT RECENTIVE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
7.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE RECENTIVE SERVICE IS AT YOUR SOLE RISK AND THAT THE RECENTIVE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
7.3 RECENTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE RECENTIVE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RECENTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE RECENTIVE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE RECENTIVE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE RECENTIVE SERVICES WILL BE ACCURATE.
8. LIMITATION OF LIABILITY
8.1 SUBJECT TO SECTION 7.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT RECENTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
8.2 THE LIMITATIONS ON RECENTIVE'S LIABILITY TO YOU IN PARAGRAPH 7.1 ABOVE SHALL APPLY WHETHER OR NOT RECENTIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
9.1 You agree to hold harmless and indemnify Recentive, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Recentive and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Recentive Services, (c) your violation of applicable laws, rules or regulations in connection with the Recentive Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Recentive will provide you with written notice of such claim, suit or action.
10. Copyright Policy
10.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Recentive's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.
11. Other Content
11.1 The Recentive Services may include email content or other resources. Recentive may have no control over any web sites or resources which are provided by companies or persons other than Recentive.
12. Changes to the Terms
12.1 Recentive may make changes to the Terms from time to time.
12.2 You understand and agree that if you use the Recentive Services after the date on which the Terms have changed, Recentive will treat your use as acceptance of the updated Terms.
13. General Legal Terms
13.1 The Terms may or may not constitute the whole legal agreement between you and Recentive and govern your use of the Recentive Services (but excluding any services which Recentive may provide to you under a separate written agreement), and completely replace any prior agreements between you and Recentive in relation to the Recentive Services.
13.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
13.3 If Recentive provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
13.4 You agree that Recentive may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Recentive Services. By providing Recentive your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
13.5 You agree that if Recentive does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Recentive has the benefit of under any applicable law), this will not be taken to be a formal waiver of Recentive's rights and that those rights or remedies will still be available to Recentive.
13.6 Recentive shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
13.7 The Terms, and your relationship with Recentive under the Terms, shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions. You and Recentive agree to submit to the exclusive jurisdiction of the courts located within the state of Massachusetts to resolve any legal matter arising from the Terms.
13.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Recentive Services upon written notice to the assigning party.
This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse Recentive or its use of the work.