RSP Terms and Conditions

Effective Date: June 28, 2019

Remarque Systems Platform Terms and Conditions

BY CLICKING OR TAPPING ON “I AGREE” AND/OR BY ACCESSING OR USING THE SITE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If you do not agree to all of the Terms, you are not authorized to access or otherwise use the Site (as defined below).

1. SITE OVERVIEW. The Site is available only to users who have a registered User ID and Password and are employees or independent contractors (“personnel”) of the customer indicated on the Site (the “Customer”). If you do not have a valid registered User ID and Password or are no longer personnel of the Customer, you are not authorized to use or access the Site. The Customer, through its Master License Agreement(s) with Remarque Systems, Inc. (“Remarque”), is providing you with access to the information and services on the Site under these terms and conditions (“Terms”). Please note that not all terms and conditions set out below may be applicable to you. Only the terms applicable to the products and services purchased by your Customer under its Master License Agreement(s) with Remarque apply. The “Site” shall refer to the site which makes available certain Remarque Services (the “Services”) to users, as applicable, as authorized by the Customer.

2. REGISTRATION AND PASSWORD. To access and use the Site, you must provide your current User ID and Password. You agree to take any and all actions necessary to maintain the privacy of your User ID and Password, including, without limitation, safeguarding your User ID and Password in a private and secure place, adopting special precautions when accessing the Site from a computer that is available for use by other users, and exiting from the Site at the end of each session. In the event that you have reason to believe that a third party has access to your account, you should immediately change your Password and notify Remarque.

3. GENERAL RESTRICTIONS.

A. USERS. On the Site, you will be able to access certain information and documents made available by the Customer and to participate in the Services. These Services may permit you to update certain personal and Customer information through the Site, in each case through the use of certain software proprietary to Remarque (the “Software”). You acknowledge and agree that it is your responsibility to submit information relating to the Services and to verify the accuracy and completeness of all such information. Remarque does not review the accuracy or completeness of the information you submit.

B. USE OF SITE NOT TRANSFERABLE/ASSIGNABLE. The right to use the Site (including the Software and Services) is personal to each user that is authorized to use the Site and is not transferable by such user by assignment, sublicense, or any other method to any other person or entity. Any attempt by a user to transfer such user’s rights shall be void and shall constitute a breach of these Terms.

C. ACCESS TO PASSWORD PROTECTED/SECURE AREAS. Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

D. OFFENSIVE, DESTRUCTIVE, OR INAPPROPRIATE USE. You shall not exploit the Site or the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You acknowledge and agree you are not permitted to use any personally-identifiable information for personal or unauthorized use and you agree not to copy, transfer, or distribute any personally-identifiable information other than in compliance with all laws and as permitted in connection with the Services. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party and that Remarque is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using any of the Services.

E. RIGHTS TO USE SOFTWARE; NO TAMPERING. The Software includes certain computer software that is subject to copyright protection by Remarque. You agree and acknowledge that Remarque retains title to the Software and any copies thereof. You are not purchasing title to the Software or copies thereof. Remarque reserves all rights not expressly granted to you. You may not copy, distribute, transmit, display, publish, sell, rent, license, create derivative works, or otherwise use any Software available on or through the Site for commercial or public purposes. You are granted access to use the Software on a limited, revocable, non-exclusive, and non-transferable basis subject to these Terms. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). You agree not to modify, move, add to, delete, or otherwise tamper with the Software contained in the Site. Any attempt to do so is a violation of the rights of Remarque.

F. LINKS FROM THIRD PARTY SITES. Remarque prohibits unauthorized links to the Site and the framing of any information contained on the Site or any portion of the Site. Remarque reserves the right to disable any unauthorized links or frames. Remarque has no responsibility or liability for any material on other Web sites that may contain links to the Site.

G. LAWS AND REGULATIONS. Access to and use of the Site (including the Software and Services) is subject to all applicable international, federal, state, provincial, and local laws and regulations. You agree to abide by these laws and not use the Site (including the Software and Services) in any way that violates such laws or regulations.

5. FEEDBACK. You may provide suggestions, comments or other feedback (“Feedback”) to Remarque with respect to the Software, Services, and/or related documentation. All Feedback shall be provided voluntarily and shall not, absent a separate written agreement, create any confidentiality obligation for Remarque. Remarque may use, disclose, reproduce, license, or otherwise distribute any Feedback it receives at its discretion.

6. LINKS TO THIRD PARTY SITES; OTHER CONTENT; THIRD PARTY SERVICES. The Services may display, include, or make available content, data, information, applications, or materials from third parties or provide links to certain third-party websites. Third-party materials and links to other websites are provided solely as a convenience to you. You acknowledge and agree that Remarque is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such third-party materials or websites. Remarque does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, third-party materials or websites, or for any other materials, products, or services of third parties. You also agree that any third-party charges that are necessary to use the Site, such as network charges and service provider charges, are your responsibility and not that of Remarque. You understand that by using any of the third party services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use such services at your sole risk and Remarque shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable. Remarque DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT, INFORMATION OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SITE AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN ANY USER OF THE SITE AND ANY SUCH THIRD-PARTY PROVIDER.

7. SECURITY. Data transmitted to and from the Site is encrypted for the user’s protection and protected by technical and organizational measures as described in our Remarque Systems Security Overview at https://remarquesystems.com/security-overview. However, the security of information transmitted through the Internet can never be guaranteed. Remarque is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. User is responsible for maintaining the security of any user ID, password, or other form of authentication involved in obtaining access to password protected or secure areas of Remarque sites. To protect you and your data, Remarque may suspend your use of the Site, without notice, pending an investigation, if any breach of security is suspected.

8. TRANSMISSIONS OF DATA. You acknowledge that transmissions to and from the Site could be read or intercepted by others. You acknowledge that by submitting communications through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and Remarque other than pursuant to these Terms. The Site is hosted in the United States. Data that you transmit through the Site may be accessed and/or processed by Remarque or its trusted third-party vendors within the United States or outside the United States. in connection with the provision of Services by Remarque to the Customer. As a result, your data may be subject to the laws of such jurisdictions and may be accessible to the courts and law enforcement authorities in the United States or such other jurisdictions. By your use of the Site and your transmitting your personal information and other data, you consent to the use of your personal information and other data as required by Remarque to provide these Services in accordance with the terms of Remarque’s applicable service agreement with the Customer.

9. PRIVACY. Any personal information provided to Remarque through the Site is subject to the Remarque Systems Platform Privacy Policy located at https://remarquesystems.com/privacy-policy.

10. COPYRIGHTS AND TRADEMARKS. The Software available on or through the Site is the sole and exclusive property of Remarque Systems, Inc. and is protected by copyright, trademark, and other intellectual property laws. Users may not use the trademarks, logos, and service marks (“Marks”) found on the Site for any purpose, including, but not limited to, use as “hot links” or meta tags in other pages or sites on the World Wide Web without the written permission of Remarque or such third party that may own the Mark.

11. DISCLAIMER OF WARRANTIES. REMARQUE DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE(S) WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR FREE; THAT THE SERVICE(S) WILL MEET CUSTOMER’S REQUIREMENTS; THAT ALL ERRORS IN THE SERVICE(S) AND/OR DOCUMENTATION WILL BE CORRECTED; OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE(S) AVAILABLE (INCLUDING, BUT NOT LIMITED TO, THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS STATED IN THE MASTER LICENSE AGREEMENT(S), THE SERVICE(S) ARE PROVIDED TO CUSTOMER ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND ARE FOR COMMERCIAL USE ONLY. REMARQUE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICE(S) WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA,THE GRAMM-LEACH-BLILEY ACT OF 1999, OR REGULATION (EU) 2016/679 (GENERAL DATA PROTECTION REGULATION OR GDPR). CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE(S) OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER REMARQUE OR THE CUSTOMER BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE, OR EXEMPLARY DAMAGES OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THESE TERMS (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

13. TERMINATION. The Site and/or access to the Software and Services may be discontinued, temporarily or permanently, by Remarque at any time without notice to users. Remarque shall not be liable to any Customer or to any third party for any suspension or discontinuance of the Site, the Software, or the Services. Your rights to access the Site and the Software shall terminate if you cease to be personnel of the Customer. Upon termination of your access to the Site or Software, you shall cease use of the Site or Software.

14. MODIFICATIONS TO SERVICE AND TERMS. Remarque is not responsible for any technical inaccuracies or typographical errors that may be contained in these Terms. Remarque reserves the right to changes these Terms in its sole discretion at any time. Any such changes to the Terms will become effective immediately upon being posted on the Site. You will be able to view the changed Terms by clicking or tapping on the link for Terms and Conditions after you login and your continued use of the Site shall constitute acceptance of such changed terms. The Site and/or the Software and any Services may be modified, temporarily or permanently, by Remarque at any time without notice to you. You agree that Remarque shall not be liable to you or to any third party for any modification of the Site and/or the Software or the Services.