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rMove™ License Agreement

By downloading or using this software application or accompanying documentation, you agree to the following terms and conditions.

Agreement

This License Agreement (‘Agreement’), a legal agreement between you, either an individual or a single entity, (‘You’) and Resource Systems Group, Inc., a New Hampshire corporation with a principal office located at 55 Railroad Row, Suite 200, White River Junction, Vermont, (hereinafter, ‘RSG’) governing Your use of RSG’s rMoveTM software (the ‘Application’), and any associated documentation, subject to RSG’s Privacy Policy, and any instructions, notices, and/or policies or information specific to a project (collectively, such instructions, notices, policies and information, “Project-Specific Documentation”).

License Grant

Subject to the limitations and restrictions provided in this Agreement, RSG grants You a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license, to install, access, and use the Application solely during the Term and in accordance with the terms and conditions of this Agreement, RSG’s Privacy Policy, and any Project-Specific Documentation. You are granted no other rights or licenses, by implication, or estoppel, or otherwise, under any patents or other intellectual property rights.

Use

As a condition to use the Application, You agree (1) to only use the Application as intended and consistent with the Project-Specific Documentation, and (2) to not use, nor permit any third party to use, the Application for any purpose that is prohibited or inconsistent with the intended and described use. By way of example, and not as a limitation, the following are prohibited uses:

  • infringing or violating the intellectual property rights or any other rights of any other person or entity;
  • violating any law or regulation;
  • decompiling, reverse engineering, or otherwise attempting to obtain the source code, in whole or in part, or underlying ideas or information of or relating to the Application;
  • copy the Application, in whole or in part;
  • bypass or breach any security measures or protection used in the Application;
  • use the Application for purposes of: (i) benchmarking or competitive analysis of the Application; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to RSG’s detriment or commercial disadvantage;
  • sublicense, sell, transfer, convey, assign, rent, lease or lend any portion of the Application to third parties;
  • uses that are harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable.

After installation, the Application will only collect your information for one project. If you wish to participate in another project, you will need to delete the Application from your device and reinstall.

Commencement and Term

You agree that RSG shall begin collecting Your geolocation data through the Application one day before the monitoring period identified in any Project-Specific Documentation. This pre-monitoring period data collection is to test that the Application is operating properly. Further collection of Personal Information (as defined by RSG’s Privacy Policy) shall occur during the monitoring period stated in the Project-Specific Documentation. RSG will terminate the collection of Personal Information via the Application at the end of the monitoring period, and the Application will cease to operate. RSG will retain all information collected via the Application and use such information pursuant to the terms of this Agreement, RSG’s Privacy Policy, and any Project-Specific Documentation.

Consent

You consent to RSG collecting and using Your Personal Information (as defined in RSG’s Privacy Policy) pursuant to the terms of this Agreement, RSG’s Privacy Policy, and the Project-Specific Documentation. Additionally, You warrant and represent that each person in Your household who is required under the Privacy Laws (as defined in RSG’s Privacy Policy) to give consent, or the person who is required to give consent, if the Privacy Laws require the consent of another person, to the collection and use of his or her information has granted his or her consent to You sharing his or her Personal Information with RSG via the Application and to RSG using his or her Personal Information as described in this Agreement, RSG’s Privacy Policy, and any Project-Specific Documentation.

No Warranties

The Application is provided on an ‘AS IS’ basis and, to the maximum extent permitted by applicable law, WITH ALL FAULTS, and the authors and developers of this Application and RSG hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. RSG does not warrant that the Application will meet Your requirements or that the operation of the Application will be uninterrupted or error-free. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THIS MATERIAL.

Changes to the Application

RSG reserves the right to modify or discontinue the Application (in whole or in part) at any time.

Changes to the Terms of this Agreement

RSG reserves the right to amend the terms of this Agreement at any time, but if we do, we will bring it to Your attention by sending a notice via the Application, by sending You an email, and/or by some other means. If You don’t agree with the amended terms, You are free to reject them; unfortunately, in certain cases that could mean You will no longer be able to use the Application. If You use the Application in any way after a change to the terms of this Agreement is effective, that means You agree to all of the changes. Except for changes by RSG as described herein, no other amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

Limitation of Liability

IN NO EVENT WILL RSG, ANY AUTHOR, DEVELOPER, LICENSOR, OR DISTRIBUTOR OF THIS MATERIAL, OR THE WEB SERVICES INTEROPERABILITY ORGANIZATION BE LIABLE TO ANY OTHER PARTY FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS OR ANY OTHER AGREEMENT OR POLICY RELATING TO THIS MATERIAL, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

Ownership and Intellectual Property Rights

RSG owns all right, title and interest in and to, and retains ownership of, the Application, its code, the proprietary content, information and materials contained within the Application, and all Intellectual Property Rights thereto. “Intellectual Property Rights” means all copyrights, trademarks, trade names, service marks, proprietary marks, patents, trade secrets, logos, as well as any related application, registrations, moral rights, or common law rights, on a worldwide basis, and all the related rights granted by applicable intellectual property and other laws. No portion of the Application may be reproduced in any form or by any means, and You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Application, in any manner. Any improvements, derivative works, enhancements or modification in or to the Application are the sole and exclusive property of RSG. RSG reserves all rights not expressly granted to You in this Agreement or any Project-Specific Documentation.

Indemnification

You agree to defend, indemnify and hold RSG, our officers, directors, employees and agents harmless, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of the Application; (ii) Your violation of any term of this Agreement or the Project-Specific Documentation; (iii) Your violation of any third party rights, including without limitation any intellectual property rights or privacy right; and (iv) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the Application. This defense and indemnification obligation will survive this Agreement.

General

If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

This Agreement, together with RSG’s Privacy Policy and any Project-Specific Documentation, constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict or inconsistency between the Agreement, the Privacy Policy, and any relevant Project-Specific Documentation, the Project-Specific Documentation shall control.

The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.

Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity.

Your rights under this Agreement shall terminate if You fail to comply with any of the material terms or conditions of this Agreement and/or the Project-Specific Documentation and You do not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all Your rights under this Agreement terminate, You agree to cease use of the Application and any derivative works thereof immediately.

Any capitalized terms that are undefined in this Agreement shall have the meanings given to them in RSG’s Privacy Policy and any Project-Specific Documentation.

Applicable Law

This Agreement shall be governed by, and construed in accordance with, the laws of the state of Vermont, without regard to conflict of laws principles. Legal proceedings, if any, shall be subject to the exclusive jurisdiction of the courts of Vermont.

Assignment

RSG may assign this Agreement to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). Consistent with the License Grant section above, You may not assign or transfer Your interest in this Agreement or in the Application.

Notices

Any notice or communication hereunder shall be in writing and either personally delivered or sent electronically or recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in this Agreement or in the Application, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

Independent Contractors

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.