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RDX Terms & Conditions

Last Modified: May 5, 2017

 

Thank you for choosing Remote DBA Experts, LLC, d/b/a “RDX.” Please read the following terms and conditions carefully.

The RDX website and the RDX mobile phone application (collectively, the "Online Services") are owned and operated by RDX. By using the Online Services, you accept and agree to be bound and abide by these Terms and the terms of our Privacy Policy, which are incorporated herein by reference. If you do not accept these Terms, please do not access or use the Online Services.

The Online Services are offered to users who are 18 years of age or older and reside in the United States, and who are affiliated as employees, contractors or agents of clients of RDX with whom RDX has already entered into a Services Agreement (the “Underlying Agreement”).  By using these Online Services, you represent and warrant that you meet all the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Online Services. 

These Terms of Service (or “Terms”) are intended to supplement the Underlying Agreement and will govern the use of the Online Services.  In the event of any conflict among the provisions of the Terms and the Underlying Agreement, the provisions of the Terms shall control; provided that, except as specified herein, all other terms of the Underlying Agreement will continue in full force and effect. 

 

1. TERMS SUBJECT TO CHANGE

Subject to the foregoing, we reserve the right to modify the Terms at any time in our sole discretion with or without notice to you. All changes are effective immediately when we post them on the Online Services, and you are deemed to receive notice of such revisions at the time of posting, and are bound by any such changes to the Terms. We reserve the right to revoke any or all access and use authorization granted in regards to the Online Services.

 

2. SERVICES

The Online Services are provided for your use, conditional upon your acceptance without modification of the Terms. We provide you with a variety of resources, including but not limited to posting comments and sending messages and sharing or displaying audio and video.

Please be aware that your carrier's normal rates and fees will still apply while using these mobile services.

 

3. YOUR LICENSE TO USE THE ONLINE SERVICES

RDX gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the software provided to you by RDX as part of the Online Services, subject to these Terms.

The software we provide for using the online services includes and is subject to the terms of multiple open source and third party software licenses.  The use and distribution of any open source software contained in the product is exclusively governed by the respective open source license. The open source code for these third party components is provided in compliance with the terms of third party license agreements.  The applicable third party and open source licenses are available to review at the links provided below. To the extent required by the applicable license, their terms are hereby incorporated by reference.  RDX reserves the right to supplement this subsection from time to time as necessary to add open source software and to update the applicable third party licenses.  The Online Services includes:

License Link
Microsoft Public https://opensource.org/licenses/ms-pl.html
Apache 2.0 http://www.apache.org/licenses/
The MIT License https://opensource.org/licenses/mit-license.php
MICROSOFT .NET LIBRARY https://www.microsoft.com/net/dotnet_library_license.htm
BSD 3-clause "New" or "Revised" https://github.com/App-vNext/Polly/blob/master/LICENSE.txt

 

All open source software included in the Online Service is provided “as-is”. WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing opens source software and assume any risks associated in the exercise of permissions under the applicable third party licenses.

 

4. NO UNLAWFUL OR PROHIBITED USE

Your access to and use of the Online Services are subject to these Terms and all applicable laws. 

You are responsible for procuring any equipment or services, including, but not limited to, the mobile device and associated cellular, data, or internet services necessary to operate and utilize the Online Services, particularly the RDX mobile phone application, as well as any fees associated with such equipment or services. You may use the RDX mobile phone application only on a device that you own or control and as permitted by any usage rules established by your device manufacturer, operating system, mobile data carrier, or other third party. You may not use the RDX mobile phone application on any device you do not own or control, and you may not make the application available over a network.

You may not use the Online Services in any manner that could disable, overburden, or impair any RDX server, or interfere with any other person's use and enjoyment of the Online Services, other accounts, computer systems, or networks connected to any RDX server or to the Online Services, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Online Services. You may not send or store material containing viruses or other harmful codes or elements. You also may not disrupt the integrity or performance of the Online Services or the data contained therein. You may not use the Online Services for any benchmarking or competitive purposes.

 

5. OWNERSHIP OF INTELLECTUAL PROPERTY

You agree and acknowledge that RDX, and, where applicable, its licensors and service providers, are the owners or licensees of all rights in the Online Services and the materials that appear on the Online Services (excluding content provided by users), and that you will not challenge those rights or do anything that might impair or damage those rights. You further agree to comply with all applicable third party and open source licenses included with the Online Services, as set forth in Section 3 above. These Online Services are protected by copyright, trademark, patent, and other laws of the United States and other countries. Any unauthorized use of the material on these Online Services owned or licensed by RDX may violate such laws.

Under no circumstances may you use any of RDX's trademarks, logos and service marks used and displayed on the Online Services, except as provided in these Terms or as otherwise authorized by RDX. Any other use is strictly prohibited. Nothing on these Online Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademarks without the written permission of the trademark owner. You may not remove, delete, alter or obscure any trademark, copyright, patent or other intellectual property or proprietary notice associated with RDX's materials on the Online Services. 

 

6. INFORMATION PROVIDED BY YOU

 

a.  Account Registration Information.

To access the Online Services or some of the resources it offers, you will be asked to provide certain registration details or other information. All information you provide on the Online Services must be correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose to be provided with a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to these Online Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized use of your user name or password. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us at any time if, in our opinion, you have violated any provision of these Terms.

b.  User Content.

The content you publicly submit, post, or display via the Online Services may be viewed by other users or through third-party applications or websites. You understand that information transmitted over public networks may be accessed by third parties, and RDX will not be liable for any such unauthorized disclosure.

By submitting, posting, or displaying content via the Online Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute the content in any and all media. Any material information or idea you publicly transmit to or post via the Online Services will be treated as non-confidential and non-proprietary, and may be disseminated or used by RDX for any purpose whatsoever. Any contact or communication which you may make with us or our employees via these Online Services must be for RDX business-related purposes and is property of RDX, and subject to review and monitoring by us.

You agree that you own or control all rights in and to the material you upload and have the right to grant the above license. You acknowledge that you are responsible for any material you submit or contribute, and you, not RDX, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We may not monitor or control all the content posted by users via the Online Services, so any use or reliance on such content is at your own risk.

You may not upload any material to the Online Services that infringes any proprietary right, including, but not limited to, copyrights or trademarks. You also agree not to upload any material that is obscene, libelous, defamatory, harassing, hateful, exploitative of or harmful to minors, or racially, ethnically or otherwise objectionable, or any other material that could give rise to any civil or criminal liability under the law. You agree not to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity. You agree not to "stalk" or otherwise harass another or store personal data about other users. You agree not to disseminate unsolicited advertising or promotional material of any kind, including "spam."

You understand that by using the Online Services, you may be exposed to offensive, inaccurate, or otherwise inappropriate postings. Under no circumstances will RDX be liable in any way for any content.

We have the right, but not the obligation, to remove or take any action with respect to any material uploaded, for any or no reason, in our sole discretion, including if we believe such material violates these Terms, infringes any intellectual property or other right of any person or entity, threatens the personal safety of users of the Online Services or the public, or could create liability for RDX. We also have the right, but not the obligation, to terminate or suspend your access to all or part of the Online Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Online Services. We also have the right to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.  

           

7. THIRD-PARTY CONTENT

The Online Services may display, make available, or provide you with access to third-party content, websites, applications, or services, including through third-party advertising (the "Third-Party Materials"). The Online Services also may provide you with a means of sharing content on other third-party websites or applications, including third-party social media networks.

You acknowledge and agree that RDX is not responsible for these Third-Party Materials, including their accuracy, completeness, legality, or any other aspect thereof. Providing access to the Third-Party Materials does not necessarily imply endorsement by or affiliation to RDX. RDX does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. The Third-Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. 

 

8. SAFEGUARDING YOUR MATERIALS AND HARDWARE

You understand that RDX cannot and does not guarantee or warrant the Online Services, or any files available for downloading from the servers and networks associated with the Online Services, will be free of viruses, worms, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and safeguards to satisfy your particular requirements for maintaining the security of your software and hardware, and for maintaining a means external to the Online Services for the reconstruction of any lost data.

 

9.  CONSENT TO USE OF DATA

You agree that RDX may collect and use technical data and related information, including but not limited to your use of the Online Services, technical information about your mobile device, operating system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you. You also may be required to provide certain information about yourself as a condition to using the Online Services, or certain features of the Online Services. You agree and acknowledge that RDX may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. All information we collect through or in connection with the Online Services is subject to our Privacy Policy. By using or providing information to or through the Online Services, you consent to all actions taken by us in compliance with the Privacy Policy with respect to your information.

As stated in the Privacy Policy, we support the Do Not Track browser setting that allows you to choose, and tells the websites you visit, and what kind of personal information you want to be collected.  We will honor the Do Not Track preferences you set in your browser.

 

10. LINKING AND SOCIAL MEDIA FEATURES

The Online Services may provide certain social media features that enable you to link to third-party applications or websites or cause portions of the Online Services to be displayed on your own or on third-party applications or websites. The Online Services also may provide certain social media features that enable you to share content on third-party applications or websites.

You may use these features solely as they are provided by us, and solely with respect to the content with which they are displayed. You may not establish a link or share content in such a way that suggests any form of association, approval, or endorsement on our part, or that damages or takes advantage of our reputation. You agree to cooperate with us in causing any unauthorized framing, linking, or sharing immediately to cease. We reserve the right to withdraw linking or sharing permission without notice. We may disable any social media features and any links on the Online Services at any time, in our sole discretion, without notice.

 

11. TERMINATION

These Terms will continue to apply until terminated by you or RDX.

RDX may, in its sole discretion, and at any time, modify or discontinue the Online Services, or limit, terminate, or suspend your use of the Online Services, for any reason, including but not limited to a violation of these Terms, although RDX is under no obligation to do so.

 

12. UPDATES

RDX may, from time to time, in its sole discretion, develop and provide updates to the Online Services, particularly, the RDX mobile phone application, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, the "Updates"). Updates also may modify or delete in their entirety certain features and functionality. You agree that RDX has no obligation to provide any Updates or to continue to provide or enable any particular feature or functionality. You must promptly download and install all Updates, and acknowledge and agree that the Online Services, or portions thereof, may not properly operate should you fail to do so. You agree that all Updates will be governed by and subject to these Terms.

 

13. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

Your use of the Online Services is at your sole risk. If you are dissatisfied with the Online Services or with any of these Terms, your sole and exclusive remedy is to discontinue accessing and using the Online Services.

RDX further disclaims all warranties with respect to the Online Services, except to the extent provided in the Underlying Agreement, and you acknowledge that RDX’s potential liability in connection with your use of the Online Services is limited, in amount and types damages, as provided in the Underlying Agreement.

 

14. RELEASE AND INDEMNIFICATION

If you have a dispute with a user or third party, you release us (and, as applicable, our affiliates, officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such disputes.

You indemnify and hold us (and, as applicable, our affiliates, officers, directors, employees, and agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any user or third party relating to these Terms, including claims that your use of the Online Services has violated these Terms, applicable law, or another party's rights.

 

15. General Terms

 

a.  Governing Law and Venue. 

You agree that the laws of Pennsylvania, without regard to its conflicts of law principles, will apply to all matters regarding the use of the Online Services.  You also agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts in the Commonwealth of Pennsylvania with respect to such matters.  RDX makes no representation that the Online Services or the materials accessible through them are appropriate or available for use in any other jurisdiction or country.  If you attempt to access, use or download the materials from the Online Services from other jurisdictions, you do so at your own risk, and you are responsible for complying with the laws of the other jurisdictions.

b.  Modifications. 

We may modify these Terms from time to time.  When we materially change these Terms, you will be notified of the change through the Online Services and may have to download and install a new version of the RDX mobile application and accept any agreement, terms or conditions associated therewith.  Your continued use of the Online Services after notification of any changes to these Terms constitutes your assent to the changes and to the Terms as revised.

c.  Entire Agreement. 

These Terms, together with the Underlying Agreement and the Privacy Policy, constitute the entire understanding between you and RDX related to the subject matter hereof, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter. These Terms may only be amended or modified by RDX as described in the Terms and you agree to such modifications or amendments pursuant to these Terms. 

d.  No Waiver.

All waivers hereunder must be in writing, and no failure by either party to enforce any rights hereunder shall constitute a waiver of such right then or in the future.

e.  Severability.

If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the economic intent of the parties, and the remainder of these Terms will continue in full force and effect.

f.  No Exports.

You may not use or otherwise export or re-export any RDX application or tool, except as authorized by United States law and the laws of the jurisdiction in which the application was obtained.

g.  No Agency.

No agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by these Terms.

 

16. CONTACT

Please direct any questions or comments to your RDX customer success representative.

 

© 2017 Remote DBA Experts, LLC

 

 

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