The Regulatory Compliance Association (RCA) hereby grants User (the Firm and Employee or Independent Contractor accessing the “RCA Service”) a non-exclusive, non-transferable, right to use a version of the RCA Service subject to the terms and conditions of this Agreement.
RCA shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RCA Service including, but not limited to: Company Server, Company Technology, Content, Graphics, Data and the like, as well as any suggestions, ideas, enhancements, modifications, feedback, recommendations or other information provided by Licensee, any User or any other. All rights not expressly granted to Licensee are reserved by RCA and its Licensors (Company).
Upon and by accessing RCA Service, User (You) and User’s Firm represent and warrant that You and Your Firm shall strictly adhere to the following:
1. You shall maintain strict confidentiality over Your login credentials (User name and password combination). You shall not disclose or permit any other person or entity to use or gain access to the RCA Service with Your login credentials. You shall employ security procedures and devices to protect against unauthorized usage of or access to Your login credentials, in the same manner as your firm uses to protect its own intellectual property rights and informational systems.
2. You shall only use the RCA Service for internal use in accordance with its intended purposes and not in the operation of a service bureau or for the benefit of any other person or entity.
3. You shall not rent, lease, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any person the RCA Service in any way.
4. You shall not modify, adapt in any way or make derivative works based upon the RCA Service.
5. You shall not create Internet “links” to or “frame” or “mirror” the RCA Service on any other server or wireless or Internet-based device.
6. You shall not translate, decompile, disassemble, reverse engineer, reverse assemble, or otherwise access the RCA Service in order to or in an attempt to:
a. Build or enhance a competitive product or service,
b. Build or enhance a product using similar ideas, features, functions or graphics of RCA Service, or
c. Copy any ideas, features, functions, know-how, or graphics of the RCA Service.
7. You shall not remove, obscure, or alter RCA’s proprietary notices, trademarks, or other proprietary rights notices affixed or contained in the RCA Service.
8. You shall not use the RCA Member Service in any manner, or in connection with any content, data, hardware, software or other materials provided by or on behalf of Licensee or any User that:
a. Infringes upon or violates any outstanding, pending or potential patent, copyright, trade secret, trademark, or other intellectual property right of RCA,
b. Constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, or
c. Violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance.
You shall not use the RCA Member Service for any illegal, obscene, offensive or immoral purpose, or to transmit communications described in 47 U.S.C. Section 223(b).
You shall ensure that all User Materials are free from viruses, worms, Trojan horses and other malicious code.
This Agreement is not a sale, lease or any other form of conveyance, and does not convey to Licensee, any User or any other person any rights of ownership in or related to the RCA Member Service.
CIRCULATION OF ANY OF ANY CONTENT PROVIDED IS STRICTLY PROHIBITED.
Any violation of the above shall result in immediate expulsion from the RCA Service, no refund of fees, and legal and equitable damages to the fullest extent possible, but not less than liquidated damages of legal, investigation and technology fees, costs and the like incurred by the RCA to enforce the above, at the sole discretion of the RCA.
To the fullest extent permitted by law, User and RCA agree that any dispute between or among arising out of, relating to or in connection with this User Agreement shall be resolved exclusively through binding arbitration and waives any rights to seek remedies in court, including any right to trial by judge, jury or administrative officer. User and RCA understand that this agreement to arbitrate constitutes their agreement to waive any right or claim to adjudication by jury of any claim or cause asserted against the other and arising hereunder but it does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under applicable laws.
a. Either Party may serve a notice to arbitrate on the other Party which shall state with sufficient clarity the nature and scope of the matter to be so arbitrated. Within sixty (60) days after serving a notice to arbitrate, the other Party shall answer the notice to arbitrate and respond to any and all allegations therein.
b. After the notice to arbitrate and the response by the other Party, the Parties shall agree upon the arbitrator. Arbitration shall be conducted by one arbitrator as agreed upon by the Parties, and if the Parties cannot agree upon an arbitrator, each Party shall select an arbitrator for the express purpose of such two arbitrators selecting a third arbitrator who shall act hereunder to arbitrate the matters submitted to arbitration.
c. The arbitrator so appointed shall determine the rules, procedures and all related matters regarding any arbitration under this Agreement.
d. The failure to respond to adhere to this agreement to arbitrate shall constitute admission of the allegations in the notice to arbitrate and a default judgment in accordance with said allegations may be entered against the Party failing to adhere to these provisions.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT, WHICH MAY BE ENFORCED BY THE PARTIES HERETO, AS CONTAINED IMMEDIATELY PRECEDING THIS SENTENCE.