This Terms of Service Agreement (the “Agreement”) is entered into the date the User (defined below) accepts this Agreement (the “Effective Date”).  The User accepts this Agreement by clicking through the acceptance on the Account creation screen or signing an applicable Order Form that specifically references this Agreement. This Agreement is between Ready Signal, LLC, a Michigan limited liability company with an address at 330 E Liberty, Ann Arbor, MI 48104 (the “Company” or “Ready Signal”) and the person or entity, if person enters into Agreement on behalf of the entity, set forth in the applicable Order Form (“User”) also referred to herein as parties. User may permit its affiliates to access and utilize Services as if they were subscribers themselves, provided any use of Services by each such affiliate is solely for the benefit of User or such affiliate. Any affiliate that uses the Services shall be deemed as User with the rights and benefits afforded under this Agreement. Capitalized terms are defined herein and in Section 14.

THIS AGREEMENT INCLUDES A JURY TRIAL WAIVER PROVISION UNDER WHICH CERTAIN CLAIMS WILL BE RESOLVED WITHOUT A JURY. PLEASE READ THE ENTIRE AGREEMENT CAREFULLY.

1.              ORDERS.

Ready Signal provides a Software-as a-Service and Data sets and that can be accessed via a the Services . Ready Signal also provides Professional Services, such as implementation services, consulting services, and training services.   This Agreement establishes the terms of service for the use or purchase of the Services and Professional Services . This Agreement does not obligate the parties to purchase or provide Services. Such obligations will be documented in subsequent orders the User makes through an Order Form. Upon submitting an Order Form to Company, User hereby agrees to abide by the terms of the applicable Order Form.  An explicit conflict between these agreements will be resolved according to the following order of precedence: (1) an Order Form; and (2) this Agreement.

2.              SUBSCRIPTIONS.

Company will make Services available to User through a web-enabled portal. A User can obtain the Services through a trial subscription, annual subscription basis, or on another periodic basis as purchased by User in an Order Form. There are limitations on the Services for trial subscription Users, including but not limited to, the types and amounts of Data that may be available to User. A User obtaining the Services through a trial subscription may obtain only the Services as determined by Company’s sole discretion and as may be changed from time to time after notice to the User.  Users have the ability to upgrade or modify their subscriptions, including their paid package levels, in accordance with the terms of this Agreement and applicable Order Form. Services will be provided according to the terms in the Order Form unless changed in a subsequent renewal Order Form.  Company may alter the features, functionality, or availability of the Services at any time, after reasonable notice to the User, during a subscription. Additional terms and conditions may be provided on the subscription registration web page or to a User by email. 

3.              ready signal services. 

3.1           Purchased Services.  Company will make the Purchased Services available to User pursuant to this Agreement and the relevant Order Forms, if any, during the Term.  User agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features.  To use certain features of the Services, User will need to create an account with Company (“Account”), and provide certain information as prompted by the Website.  User represents and warrants that: (a) all required registration information User submits is truthful and accurate; and (b) User will maintain the accuracy of such information.  Company may suspend or terminate User’s Account in accordance with Section 12.  User is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account.  User agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security.  Company will not be liable for any loss or damage arising from User’s failure to comply with the above requirements, except to the extent that such failure is caused by Company. All Purchased Services delivered under this Agreement are deemed accepted by User upon delivery. To the extent required to provide the Professional Services, User shall: (i) provide Company with all necessary access to User’s facilities, personnel, and materials; and (ii) obtain any consent required from a third party to permit Company to access and/or use that third party’s IT systems and proprietary material in User’s possession and control in order for Company to perform its obligations under this Agreement and an Order form.  User’s failure to be responsive to Company’s personnel will negatively impact Company’s ability to perform the Professional Services.

3.2           Trial Subscriptions.  Company may offer the Services to User for a trial period (“Trial Subscription”). In the event Company offers a Trial Subscription to User, the trial period for such Trial Subscription  is effective upon the date that User creates an Account with Company and enrolls in such Trial Subscription (“Trial Subscription Effective Date”) and shall expire on the expiration date shown when User first accesses the Trial Subscription (the “Trial Subscription Period”).  User will not be required to enter any credit card information during the Trial Subscription Period. If User desires to continue to access the Services after the expiration or termination of the Trial Subscription Period, User will be required to enter credit card information and purchase a full subscription to such Services. User may only access the Services on a Trial Subscription basis once, and only one (1) Trial Subscription is allowed per Account created with Company. User shall not be allowed to create multiple Accounts with Company. Company has no requirement to keep User’s Content and shall be entitled to permanently erase User’s Content after the expiration or termination of the Trial Subscription Period.

3.3           Users Subscriptions. Unless otherwise specified in the applicable Order Form or registration web page on the Website, Services are obtained as subscriptions, such as Hobbyist, Starter, Professional, or Enterprise, and may be accessed by no more than the specified number of users identified therein.  User shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to User.

3.4           Standard Support.  Company will provide User with support as set out in this Agreement and its standard support offerings, as each may be modified from time to time. User is solely responsible for preparing its systems and facilities for accessing the Services. During the term of this Agreement, Company may, in its sole discretion, provide User with Updates.  In the event of a material Update, Company shall inform User of such Update or post such Update on Company’s Website, which User is obligated to review from time to time in order to stay current on the Company’s then-current policies related to the Services.  Updates (if any) will be deemed to be part of the Services under this Agreement.  Company is not obligated to provide any Updates to the Services.

4.              LICENSE

4.1           License Grant.  Subject to the terms and conditions of this Agreement, Company grants to User a non-exclusive, non-sublicensable, non-transferable right, during the term of this Agreement to access, use, perform, and digitally display the Services in accordance with the Documentation and this Agreement.

4.2           Limitations and License Restrictions.  The Company Property, including but not limited to all manuals, reports, records, programs, Data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers.  User agrees that it will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the Software or Documentation or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Company Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software or Documentation to any third party; (d) 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 Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Software, Documentation, or Data except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Software to any individual other than a User employee, except as expressly allowed herein, (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent User’s affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Company’s in metatags, keywords or hidden text; (m) use any portion of the Services or Website in any manner that may give a false or misleading impression, attribution, or statement as to the Company, or any third party; (n) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (o) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Company Property.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Company Property or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Software.

5.              Fees and Expenses; payments

5.1           Fees.  In consideration for the access rights granted to User and the Professional Services performed by Company under this Agreement, User will pay via credit card or other payment method specified in Order Form to Company all fees on User’s Account and as set forth on the executed Order Form (the “Fees”).  In the event that User wishes to increase the number of user subscriptions beyond the maximum number of user subscriptions for which fees have been paid, User shall be required to pay additional fees pursuant to a new Order Form. 

5.2           Payment Terms. Except as expressly set forth in an Order Form, all payment obligations are non-cancellable and all amounts paid for the Services and Professional Services are paid in advance and non-refundable.  Company shall be entitled to withhold performance and discontinue Services until all amounts due are paid in full.  Company’s fees are exclusive of all taxes, value added tax, levies or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Company’s income.  User agrees to provide Company with complete and accurate billing information and contact information.  This information includes User’s legal name, street address, email address and name and telephone number of an authorized billing contact and credit card information.  User agrees to update this information promptly following of any change to such information.  If the contact information User has provided is fraudulent, Company may terminate User’s access to the Services in addition to other legal remedies.

6.              Ownership.

6.1           Company Retained Property. As between Company and User, the Company Property, Pre-Existing Intellectual Property, General Enhancements, Deliverables, and Company Confidential Information, and all worldwide Intellectual Property Rights in each of the foregoing (together, “Company Retained Property”), are the exclusive property of Company and its suppliers and Company owns all rights, title, and interest in Company Retained Property. All rights in and to the Company Retained Property not expressly granted to User in this Agreement are reserved by Company and its suppliers.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Company Retained Property or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.  Documentation may only be used by the specific individuals to whom Documentation is provided to and may not be copied electronically or otherwise (whether or not for archive purposes), modified, translated, re-distributed or disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. Subject to the terms and conditions of this Agreement, Company grants to User a non-exclusive, non-sublicensable, non-transferable right, during the term of this Agreement to access and use the Deliverables in accordance with the Documentation and this Agreement.

6.2           User Retained Property. User owns and retains all worldwide right, title, and interest in and to all of User’s Pre-existing Intellectual Property, User Content, and User’s Confidential Information (together, the “Customer Retained Property”). Except as expressly set forth herein, nothing in this Agreement conveys any right, title, or interest in or to the Customer Retained Property to Company or any other third party.

6.3           Feedback. Customer may, in its sole discretion, provide Company with suggestions, enhancement requests, recommendations, or other feedback related to Services (“Feedback”). User hereby assigns to Company all right, title, and interest in and to any Feedback, including all Intellectual Property Rights therein or relating thereto.

7.              Warranties and Disclaimers

7.1           By User.  User represents and warrant to Company that (a) User has the authority to enter into this Agreement (b) User will only use the Services with Company’s consent and not for personal, commercial, or distribution purposes, (c) User will not violate any applicable laws in connection with its use of the Services, and (d) that any User Content provided to Company for hosting by Company as part of the Services, shall not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain, to the best of User’s knowledge, any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party.  Company is not obligated to back up any User Content, unless otherwise mutually agreed; the User is solely responsible for creating backup copies of any User Content at User’s sole cost and expense, unless otherwise mutually agreed.  User agrees that any use of the Services contrary to or in violation of the representations and warranties of User in this section constitutes unauthorized and improper use of the Services.

7.2           By Company. Company represents and warrant to User that (a) Company has the authority to enter into this Agreement, or on behalf of the entity entering into this Agreement, and to bind that entity, (b) Company will not violate any laws in connection with its provision of the Services, and (e) that any Service provided to User by Company shall contain, to the best of its knowledge, any viruses, worms or other malicious computer programming codes intended to damage User’s system or data. Company further warrants that any Professional Services purchased by User pursuant to an Order Form will be performed by qualified personnel in a professional and workmanlike manner consistent with applicable industry standards. User must notify Company in writing of any alleged failure by Company to perform such Professional Services in accordance with the foregoing warranty within thirty (30) days of the delivery of the affected Professional Services. Company’s entire liability and User’s sole remedy for Company’s failure to perform in accordance with the above warranty shall be for Company to: (i) use commercially reasonable efforts to cure or correct such failure, or (ii) if Company is unable to cure or correct such failure, terminate the affected Professional Services and refund that portion of fees paid by User to Company that corresponds to such failure to perform.

7.3           Third Party Services.  User acknowledges and agrees that certain content or service provided by third parties may be made available to User through the Services. User will be responsible for any fees to use those third party services, if any.   User’s use of any third party service is governed by the terms of the applicable service provider, not this Agreement.  By accessing the third party service, User agrees to comply with the applicable terms and acknowledges, that User, not Company, is a party to such terms.  Company is not responsible for the accuracy, suitability, or quality of the services, content, products, materials, or practices (including privacy practices) of such third parties.  Further, User understands that by using the Services, User may be exposed to third-party websites, content or applications that User finds offensive, indecent or otherwise objectionable.  Additionally, User acknowledges and agrees that the outputs and deliverables provided to User via the Services are wholly dependent upon the actions and inputs taken or provided by User on the Services.  Company makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of the third party websites, products, services or applications accessible from the Services.  Company assumes no responsibility for unintended, objectionable, inaccurate, misleading or unlawful content made available by other users, advertisers and other third parties or violation of any third party rights related to such content.  USER AGREES THAT IN NO EVENT WILL COMPANY BE LIABLE TO USER IN CONNECTION WITH ANY SERVICES OF ANY THIRD PARTY.

7.4           Disclaimer.  EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Software, DATA, Documentation, AND SERVICES ARE PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR ABILITY TO USE THE Software, DATA, Documentation, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO USER BY COMPANY UNINTERRUPTED OR ERROR-FREE.  COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE software AND SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER, BUT SUCH DISCLAIMERS WILL BE EFFECTIVE TO THE MAXIMUM EXTENT OF THE LAW.

8.              Limitation of Damages and Liability

Except with respect to a party’s gross negligence or willful misconduct, in no event shall either party be liable to the other for any consequential, special, incidental, punitive, exemplary, or indirect damages; or for lost profits, lost revenues, harm to goodwill, loss of sales, loss of data, loss of data use, loss of reputation, or the costs of procuring replacement services, regardless of whether such damage was foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law. Except with respect to a party’s indemnification obligations, a party’s gross negligence or willful misconduct, and User’s payment obligations under this Agreement, in no event shall the aggregate liability of a party arising out of or related to this Agreement or any Order, whether in contract, tort, or otherwise, exceed the total amounts paid by User under User’s Order Form during the twelve (12) months immediately preceding the first date on which liability arose for the Services giving rise to the liability. In the event that Services are interrupted for more than 14 days, User shall have the option to terminate this Agreement and Company shall be obligated to reimburse the User for the remaining, unused portion of the Agreement.

9.              Confidentiality

9.1           Confidential Information.  During the term of this Agreement, either party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or Services or other confidential or proprietary information (collectively, “Confidential Information”).  The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.  Regardless of whether so marked or identified, all information that would reasonably be considered confidential, will be considered Confidential Information. The Software, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company. Confidential Information shall also include any information, file, data or use-cases User uploads under this Agreement.

9.2           Protection of Confidential Information.  User agrees that it will not use or disclose to any third party any Confidential Information of Ready Signal, except as expressly permitted under this Agreement or inherent in the nature of User or its affiliates’ utilizing the Services.  User will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information.  In addition, User will protect Ready Signal’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.  At Ready Signal’s request, User will return to Ready Signal or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that User does not have a continuing right to use under this Agreement. User shall not be required to delete any computer records or files containing Confidential Information which have been created pursuant to any automatic archiving or back-up procedures which cannot reasonably be deleted, provided any such Confidential Information which is retained for such purpose shall remain subject to the confidentiality obligations of this Agreement until destroyed in accordance with User’s records retention policy. 

9.3           Exceptions.  The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of User; (b) is lawfully provided to User by a third party free of any confidentiality duties or obligations; (c) was already known to User at the time of disclosure; or (d) User can prove was independently developed by employees and contractors of User who had no access to the Confidential Information.  In addition, User may disclose Confidential Information to the extent that such disclosure is necessary for User to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that User promptly, to the extent legally permissible, notifies Ready Signal in writing of such required disclosure and cooperates with Ready Signal if Ready Signal seeks an appropriate protective order.

9.4           System Use Information. Company may use and disclose, subject to User’s approval, any aggregated and de-identified information regarding User’s use of the Services or included in User’s accounts, including User Content.  Any disclosure of such information will not identify User or any specific use by User. 

10.           PRIVACY

10.1         All personal data that Company collects from User will be processed in accordance with Company’s Privacy Policy, which is incorporated into this Agreement by this reference https://www.readysignal.com/privacy-policy.

11.           Indemnification

11.1         User Indemnification. User will indemnify and hold harmless at its expense any third-party suit brought against Company, and will pay any settlement User makes or approves (subject to the below), or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to User’s breach or alleged breach of any of User’s representations or warranties herein. 

11.2         Company Indemnification. Company will indemnify, defend, and hold harmless at its expense any third-party suit brought against User, and will pay any settlement Company makes or approves (subject to the below), or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to a third party claim, to the extent such claim alleges that the Services or any Deliverables provided by Company, as provided to User, or User’s use of the Services or any deliverable in accordance with the Documentation and this Agreement, infringes or misappropriates such third party’s Intellectual Property Rights.  Notwithstanding the foregoing, Company will have no liability for any infringement or misappropriation claim of any kind to the extent such claim arises from: (i) the combination, operation or use of the Services with equipment, devices, software or data (including without limitation User Content) not supplied by Company if a claim would not have occurred but for such combination, operation or use; or (ii) User’s use of the Services other than in accordance with the Documentation and the Agreement.

11.3         The indemnifying party’s obligations as set forth herein are expressly conditioned upon each of the foregoing: (a) the indemnified party’s shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; provided that any failure to give such prompt notice shall not relieve the indemnifying party of its indemnification obligation hereunder, except to the extent it is materially prejudiced thereby. Notwithstanding anything to the contrary herein, the indemnifying party shall not agree to any settlement of a claim or suit without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and any such settlement shall contain an unconditional release of the indemnified party.

12.           TERM AND Termination

12.1         Term of Agreement.  The term of this Agreement commences on the Order Effective Date as defined in Section 1 and shall continue in accordance with the applicable Order Form unless otherwise terminated in accordance with the terms of this Agreement or the applicable Order Form (the “Term”).  Company is not responsible or liable for any records or information that is made unavailable to User as a result of User’s termination of its Account.  USER AGREES THAT COMPANY WILL NOT BE LIABLE TO USER OR ANY OTHER PARTY FOR ANY TERMINATION OF USER’S ACCESS TO THE COMPANY PROPERTY. 

12.2         Termination for Cause.  Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach is not cured within thirty (30) days after receipt of such written notice. Company may cancel, suspend or block User’s use of the Company Property upon written notice if there has been a breach of this Agreement by User, and such breach is not cured within thirty (30) days after receipt of such written notice.  Company will restore User’s use of the Company Property promptly upon User’s resolution of such perceived breach.  User’s right to use the Company Property will end once User’s Account has been terminated, and any data that User may have stored on the Website or Services, including User Content, may be unavailable later, unless Company is required to retain it by law. 

13.           Miscellaneous

13.1         Governing Law and Forum.  This Agreement shall be construed in accordance with the laws of the State of Michigan excluding its conflict of law provisions. The parties agree that the exclusive jurisdiction for the institution and maintenance of any action for judicial relief shall be in either the State courts sitting in Washtenaw County, Michigan or the United States District Court for the Eastern District of Michigan.  Each party hereby waives any claim that such court does not have personal jurisdiction over it or is an inconvenient forum.

13.2         Waiver of Jury Trial. FOR THEIR MUTUAL BENEFIT, COMPANY AND USER WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.

13.3         Export.  Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) User shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

13.4         Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Order Form by courier, by email, certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.  Notice will be effective upon receipt or refusal of delivery. If delivered by email, any such notice will be considered to have been given on the delivery date. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark.  If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

13.5         General. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.   To the extent any mutually agreed upon Order Form conflicts with the terms of this Agreement, the terms of the Order Form shall supersede and control.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  User acknowledges that the Services, Software, and Documentation contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of the section titled Confidentiality or any other breach by User of its obligations with respect to Intellectual Property Rights of Company may constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy.  In such case, Company may be entitled to seek immediate injunctive relief without the requirement of posting bond, including an order that any Software, Documentation, or any portions thereof that User attempts to import into any country or territory be seized, impounded and destroyed by customs officials. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.  User’s relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  Neither party will not have, and will not represent to any third party that it has, any authority to act on behalf of the other party.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of User and the Company.

13.6         Assignment. Neither this Agreement nor any Order Form may be assigned, subcontracted, delegated, or otherwise transferred by User without Company’s written consent, which consent shall not be unreasonably withheld, and any such attempted assignment will be void. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.

13.7         Subcontractors. Company may engage third parties to furnish services in connection with the Services and Professional Services, provided that such third parties have executed appropriate confidentiality agreements with Company. In addition, Professional Services and Services may be performed by Company affiliates. No engagement by Company of a subcontractor or an affiliate will relieve Company of any of its obligations under this Agreement.

13.8         Survival.  Subject to limitations and other provisions of this Agreement, Sections 5 through 14 will survive the expiration or termination of this Agreement.

13.9         Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

14.           Definitions.  Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

14.1         “Company Property” means the Services, Software, Documentation, Data, Website, algorithms, statistical models, and machine learning applications, and those data visualization dashboard packages that are in existence as of the Effective Date of this Agreement or that Company creates or develops outside the scope of the Services and that Company licenses to User pursuant to terms of this Agreement and applicable Order Form, and all systems, networks, APIs, websites or other materials that are either owned or operated by Company, or provided to User in connection with this Agreement, including any (a) the processes, know-how, proprietary information and methodologies, document templates, and project tools including, but not limited to, best practice guides and reference materials; and (b) utilities, connectors, scripts, tools, implementation code related to the Services, and other software (and any updates thereto) that, in each case, are used by Company to deliver the Services to User. Company Property shall not include any User Content or User Pre-Existing Intellectual Property.

14.2         “Data” means the data sets provided by Company through a web enabled portal in connection with User’s access and use of the Software.

14.3         “Deliverables” means all inventions, improvements, modifications, enhancements, derivatives, processes, methodologies, formulas, designs, drawings , data, information, and works of authorship in which any proprietary right exists or may be acquired or asserted, and which are developed, and first reduced to practice by Company as a direct result of performing Professional Services under this Agreement.

14.4         “Documentation” means the technical materials provided by Company to User in hard copy or electronic form describing the use and operation of the Software.

14.5         “Error” means a reproducible failure of the Software to substantially conform to the Documentation.

14.6         “General Enhancements” means any improvements, modifications, enhancements, or extensions to or derivative works of Company’s Pre-existing Intellectual Property that have or could have general applicability to Company’s customers, including, but not limited to, any modifications to, or derivative works of, the Services.

14.7          “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

14.8         “Order Form” means a document, either physical or electronic, agreed to by both parties or an order on the Website identifying a Service to be made available by Company pursuant to this Agreement.

14.9         “Pre-Existing Intellectual Property” means: (a) intellectual property in existence as of the Effective Date of this Agreement, and (b) intellectual property that a party creates or develops outside the scope of Services and without the use of the other party’s Confidential Information.

14.10      “Professional Services” means any support services, implementation services, consulting services, or training services, or other professional services that may be ordered by User pursuant to an Order Form.

14.11      “Purchased Services” means Services that User purchase under an Order Form or a registration web page on the Website.

14.12      “Services” means the online, Software-as a-Service and Data provided by Company via the web-enabled portal, that may be ordered by User pursuant to an Order Form.

14.13      “Software” means the software-as-a-service programs and any associated user interfaces and related technology that Company makes available pursuant to this Agreement.

14.14      “Website” means the Company website located at https://www.readysignal.com/.

14.15      “Update” means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Company makes generally available to other Users as part of the standard Services.

14.16      “User Content” means any content submitted to Company by User via the Service or Website that Company can use and collect in connection with User’s use of the Services. User Content shall include such information of affiliates if applicable.

Last update : June 13, 2024