By downloading, installing, copying, accessing or using this app/website, Client agrees to this Agreement.
Right to use the Content: Subject to the terms and conditions of this Agreement, Client has been granted a non-exclusive, non-transferable right to use the app/website for RidABook’s own internal business operations. In this Agreement, to use the app/website includes to download, install and access the content.
2.1 Each party acknowledges that it may have access to Confidential Information of the other party in connection with this Agreement, and that each party’s Confidential Information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
2.2 Each Recipient of Confidential Information under this Agreement must:
(a) keep the Disclosing Party’s Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information;
(b) not use the Disclosing Party’s Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and
(c) not disclose the Disclosing Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that: (i) any disclosure made to the Recipient’s agents is on a need-to-know basis.
3.1 The app/website, including its object code and source code, provided to the Client is regarded as confidential information. RidABook or its licensors owns exclusively and reserves all rights, title and interest including all Intellectual Property Rights as well as any Derivative Works. Client agrees, on behalf of his/her/itself and its Affiliates, that Client and its Affiliates will take no action inconsistent with the app’s Intellectual Property Rights.
3.2 This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property Rights or ownership rights. Client acknowledges and agrees that the RidABook’s Products, Documentation and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the Products or Documentation, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the RidABook’s Products or Documentation, as applicable, all Derivative Works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property.
EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE BY CLIENT TO RIDABOOK UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
Each party will comply with the applicable national, state and local laws with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations and other applicable anti-corruption laws.
If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.