End User License Agreement - Revised March 10, 2019
IMPORTANT: READ THIS RESPONDER ADMIN END-USER LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE CONTINUING REGISTRATION. BY CLICKING THE "I ACCEPT" BUTTON YOU (The "USER") AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DO NOT ACCEPT" OPTION AND MAY NOT USE THE SERVICES. THE LEGAL ENTITY (The "SUBSCRIBER") THROUGH WHICH YOU ARE ACCEPTING THIS AGREEMENT CURRENTLY HAS IN EFFECT A SUBSCRIPTION AGREEMENT WITH RESPONDER ADMIN, AND PURSUANT TO WHICH THE LEGAL ENTITY HAS PURCHASED A SUBSCRIPTION TO THE SERVICES YOU WISH TO ACCESS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH SUBSCRIPTION AGREEMENT AND THE REMAINING TERMS AND CONDITIONS OF THIS AGREEMENT SHALL NOT MODIFY, AMEND, OR SUPERSEDE THE TERMS OF THE SUBSCRIPTION AGREEMENT.
1.1 Subject to compliance with these terms and conditions, and in consideration of the Subscriber's paying the subscription fee as specified in the Subscription Agreement, Responder Admin grants the User a personal, non-transferable, non-exclusive right to access and use the Services specified by Responder Admin in you access credentials.
1.2 Responder Admin will make the Service available to the User after the Subscriber has agreed to the Subscription Agreement and commencing on the date the User accepts these terms and conditions. The User will be responsible for the selection and use of telecommunications, internet access, and any other systems and services required to access the Service and for any third party charges associated therewith.
1.3 Responder Admin will (i) provide basic support for the Service to User at no additional charge, (ii) use commercially reasonable efforts to make the Service is available 24 hours a day, 7 days a week, except for (a) planned downtime, which Responder Admin shall schedule and communicate or (b) any unavailability caused by circumstances beyond Responder Admin's reasonable control, including without limitation, internet service provider failures or other Force Majeure events, and (iii) provide the Service only in accordance with applicable laws and government regulations.
1.4 The User shall not (i) permit any party to access or use the Service, other than the users authorized under the Subscription Agreement; (ii) rent, lease, loan, or sell access to the Service; (iii) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service; (iv) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the proprietary software program(s) and any modified, updated, or enhanced versions of such programs Responder Admin employs to provide the Service to the User under this Agreement.
1.5 The User agrees that they shall not knowingly permit any third party to introduce any content that contains any viruses, worms or other malicious computer programming codes able to damage the Software or Service.
1.6 The User agrees to notify Responder Admin of any known breach of the terms of this Agreement and any unauthorized use of the Service or the Software.
2.1 The User acknowledges that Responder Admin is the sole owner of the intellectual property rights, specifically excluding Subscriber's Confidential Information and/or data embodied in the Service and the Software, including any discoveries, inventions, modifications, patents, designs or other intellectual property rights arising directly or indirectly out of the performance of this Agreement. All title and copyrights in and to the expression of ideas incorporated into the Service, including the Software and its elements, documentation, and all materials describing the Service are owned by Responder Admin.
2.2 The User shall not copy, alter, modify, reproduce, reverse assemble or reverse compile any of the Software, any component or module of the Service, any documentation or any part thereof or any related materials or permit any other person to do so, either during the Term of this Agreement or after termination.
2.3 All information (regardless of its form, manifestation or how it is known to the other party) concerning either party to this Agreement, including without limitation all information relating to the Software, Services, business, financial affairs, and operations of each respective party hereto, is hereby deemed to be for the purposes of this section confidential and proprietary to each such party ("Confidential Information"). Confidential Information shall not include information which the receiving party can establish (i) was in the possession of the receiving party at the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public domain without the act or omission of the party to whom it was disclosed; (iii) is disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without reference to or use of Confidential Information. All Confidential Information shall be treated as strictly confidential by the receiving party and its employees, contractors and agents and safeguarded with at least the same degree of care used by the receiving party in safeguarding its own proprietary information, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information of the disclosing party in accordance with a judicial or other governmental order, provided the receiving party shall have given the disclosing party reasonable notice prior to such disclosure, if permitted by law, and shall comply with any applicable protective order or equivalent.
2.4 Each party shall promptly report to the other any actual or suspected violation of the terms of this Section 2, and shall take all reasonable steps to prevent, control or remedy such violation.
2.5 Each party acknowledges and agrees that the agreements and restrictions contained in this Section 2 are necessary for the protection of the goodwill of the parties and are reasonable for such purpose. Each party acknowledges and agrees that any breach of the provisions of this Section 2 may cause the other party substantial and irreparable damage for which the other party cannot be adequately compensated by monetary damages alone, and therefore, in the event of any such breach, in addition to such other remedies that may be available, the other party shall be entitled to seek equitable relief without the necessity proving irreparable harm or actual damages.
2.6 Neither Party shall disclose the terms of this Agreement without the other Party's consent. The foregoing, however, will not prevent either Party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of the terms of this Agreement or any confidential information. A Party required to make such a disclosure will promptly notify the other Party upon learning of any such legal requirement, and reasonably cooperate with the other Party in the exercise of its right to protect the confidentiality of the Information before any tribunal or governmental agency. In addition, Responder Admin may disclose this Agreement under agreement of confidentiality in connection with financial or business due diligence inquiries.
3.1 The User shall not share with Responder Admin any Protected Health Information, as defined under HIPAA.
3.2 Responder Admin will use reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the User's data that are equal to or exceed industry standards.
3.3 Subject to the limited rights granted herein, The Subscriber shall retain all right, title, and interest to the User's data. The User hereby grants to Responder Admin a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to use data entered by the User into the Service in connection with the performance of the Services and in accordance with this Subscription Agreement. Responder Admin may aggregate such data with data of other subscribers to the Responder Admin Services and use the aggregated data in connection with developing, maintaining, and improving the Software and the Services and for Responder Admin's related internal business purposes, provided that Responder Admin will not make available the User's data to a third party without Subscriber's prior written consent.
4.1 Responder Admin warrants that the Service, when used as permitted under this Agreement and in accordance with the related documentation, will operate in accordance with the documentation in all material respects. Responder Admin does not warrant that User's use of the Service will be error-free or uninterrupted. Responder Admin will, at its own expense, will use commercially reasonable efforts to correct any reproducible error in the Software reported to Responder Admin by the User during the Term. Responder Admin is not responsible for any defects caused by (i) User's failure to use corrections or enhancements made by Responder Admin to the Service; or (ii) User's use of the Service in combination with any product other than those specified by Responder Admin.
4.2 WITH THE EXCEPTION OF THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, RESPONDER ADMIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE.
5.1 In no event shall Responder Admin, be liable to the User for any special, indirect, incidental or consequential damages, including in connection with Responder Admin's performance hereunder or the use, misuse, or inability to use the Service or other products or services hereunder, regardless of the cause of action or the theory of liability.
5.2 Responder Admin's aggregate liability arising out of or in any way connected to this Agreement shall not exceed the subscription fees paid by Subscriber to Responder Admin in the year preceding the claim. The existence of one or more claims under this Agreement will not increase Responder Admin's liability.
5.3 The parties agree that the limitations of liability set forth in this Section 5 shall survive and continue in full force and effect and shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
6.1 The term of this Agreement (the "Term") shall commence when you click the "I ACCEPT" button, and pursuant to the Effective Date of the Subscription Agreement between Responder Admin and the legal entity through which you have accepted this Agreement.
6.2 This Agreement will terminate when (i) the Subscription Agreement between Responder Admin and the legal entity through which you have accepted this Agreement terminates (ii) the User elects to terminate this agreement in writing or by deactivating their account, or (iii) an authorized agent of the the legal entity through which you have accepted this Agreement revokes access to the Service.
6.3 Termination or expiration of this Agreement will be without prejudice to any rights or obligations accrued as of the date of termination or expiration. The provisions of Sections 2, 3, 5, 6, and 7 hereof will survive termination or expiration of this Agreement.
7.1 Governing Law. This Agreement shall be construed and enforced under the laws of the State of New York without regard to conflict of laws rules. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of New York.
7.2 Dispute Resolution. In the event of any controversy or claim arising out of, relating to or in connection with any provision of this Agreement, or the rights or obligations of the parties hereunder, the parties shall endeavor in good faith to settle their differences amicably between themselves. Either party may initiate such informal dispute resolution by sending notice of the dispute to the other party, and within ten (10) days after receipt of such notice, a senior executive officer of Responder Admin and the User shall meet in person or by phone to attempt to resolve such controversy or claim by good faith negotiations. If a dispute is not resolved pursuant to the foregoing process, then either party may commence a suit or proceeding in the appropriate court to resolve such dispute.
7.3 Construction. The headings used in this Agreement are intended for convenience only and shall not be considered part of the written understanding between the parties and shall not affect the construction of this Agreement.
7.4 Waiver. The waiver by either party hereto of any right hereunder or the failure to perform or a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise.
7.5 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the parties.
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