Welcome to Radiant Systems, Inc.'s Client Extranet Agreement (the "Extranet Agreement"). This Extranet Agreement describes the terms and conditions applicable to your use of the applications or services that are made available for your use on Radiant’s Client Extranet (the "Extranet").
Introduction. The Provider Applications (as defined below) on this Extranet are provided by Radiant Systems, Inc. ("Provider") to certain of Provider’s eligible customers and their authorized employees who have been provided with special access codes by Provider and who have successfully logged on to this Extranet (“User”). By logging on to this Extranet and continuing to use the services offered by this Extranet, the entity on whose behalf a user login is assigned ("Member"), acknowledges and agrees that it and every authorized employee to whom a special access code is assigned (“User ID and Password”) agrees to be bound by the terms and conditions of this Extranet Agreement. For purposes of this Extranet Agreement, the terms “you” and “your” refers to Member and Users.
Provider Applications. This Extranet allows Members to subscribe to, and/or utilize, certain applications or services, including, but not limited to, (1) software applications that allow you to review and modify certain of their Provider licensed software support case files (“Interactive Support”); (2) software applications that allow you access via the Internet to certain confidential and proprietary information of Provider (including, but not limited to, certain release notes, user group documentation, white papers, field certification information and descriptions of certain hardware)(“Private Access”); (3) software applications that allow you to access publicly released Provider news, products, services and support (“Public News”); and (4) in certain cases, software applications that allow you to download certain generally released upgrades to Member’s currently licensed and maintained Provider software (“Special Upgrades”) (collectively, the “Provider Applications”). This Extranet also allows you to view information, data, files, wallpaper, icons, characters, artwork, images, graphics, text, or software and other content that are made available on this Extranet by Provider which are protectable by copyright, trademark, patent and other intellectual and proprietary rights of Provider (“ Provider Content”).
Confidential Nature of Provider Applications. Please note that your use of this Extranet is subject to the terms and conditions of Member’s form of software license agreement with Provider, which imposes certain restrictions on your use of Provider’s confidential and proprietary information. Please specifically note that all information made available by Private Access, Special Upgrades and Interactive Support is confidential and proprietary information of Provider which shall not be disclosed except in accordance with the terms and conditions of Member’s form of software license agreement with Provider.
License Grants. Provider hereby grants to you, and you hereby accept, a limited, nonexclusive and revocable license to access and use the Provider Applications and the Provider Content solely for Member’s internal business use and only as authorized in this Extranet Agreement. Provider hereby grants to you, and you hereby accept, a limited, non-exclusive and revocable license to (i) display and print the information on this Extranet, provided that (A) all displays and prints of such information are solely for Member’s internal business use and (B) you do not delete or change any copyright, trademark, or other proprietary notices of Provider thereon; and (ii) download a copy of the material for storage purposes only, provided you do not delete or change any copyright, trademark, or other proprietary notices of Provider thereon.
Reservation of Rights and other Restrictions. Provider retains full and complete right and title to the Provider Applications and the Provider Content and all component parts thereof and to all intellectual and industrial property rights therein (including any applicable copyrights, trademarks and patents), subject only to Member's rights, if any, in any Member Information (as defined below) and to the limited express licenses granted herein, which right of use may be revoked by Provider in accordance with the terms of this Extranet Agreement. Except as expressly provided herein, you shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose the Provider Applications or the Provider Content or any displays, prints or downloads thereof. You shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software accessible or available through the Provider Applications. Nothing contained on this Extranet should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logos or servicemarks (" Trademarks") displayed on this Extranet without the written permission of Provider or its affiliates or such third party that may own the Trademarks displayed on this Extranet.
Third Party and Member Information.
(1) All third party content posted on this Extranet is the property of its respective copyright owners and you may not use, copy or distribute, in any way, such third party content without the written permission of such third party or except as provided herein. Provider neither warrants nor represents that your use of materials displayed on this Extranet will not infringe upon rights of third parties not owned by or affiliated with Provider. Images, photographs, or illustrations displayed on this Extranet are either the property of Provider, or are used by Provider with permission.
(2) This Extranet contains hyperlinks to external web sites which are not under the control of Provider. Provider assumes no responsibility for the views, content or accuracy of information contained within such web sites and the appearance of such hyperlinks does not constitute endorsement or sponsorship of, nor affiliation with, the owners of such web sites nor the information, products, services, and trademarks contained herein. By clicking on a hyperlink, Member agrees to hold Provider harmless against any claims, damages or liabilities relating to any acts by Member, its officers, directors, employees, including any User, or any other agent of Member in connection with such web sites.
(3) Member Information.
(a) Acceptable Information. "Member Information" is defined as any information Member provides to us during the registration process or any information you provide to us through any posting or e-mail feature on this Extranet. With respect to your Member Information (or any items contained therein): (a) it must not be incorrect, inaccurate, unwarranted, fraudulent or misleading; and (b) it must not infringe any third party's rights, including, but not limited to, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
(b) Right to Remove. If you submit any Member Information deemed by Provider to be (i) unacceptable, undesirable, or objectionable, or (ii) a violation of any law, statute, rule, regulation, or rights of a third party, including, but not limited to, rights under trademark, patent copyright law or other intellectual or proprietary rights, Provider reserves the right not to post, or to remove any such data or materials without notice to Member and without liability to Provider. You agree not to hold Provider liable for any claims or allegations that may result from such removal.
(c) Other Actions. Provider may take any action that it deems appropriate with respect to Member Information that Provider believes in good faith may create liability for Provider or may cause Provider to lose (in whole or in part) the services of its Internet service providers or other suppliers, as determined in Provider's sole discretion.
(d) Submissions. By submitting your materials, creative ideas, inventions, providing case notes or comments or editing your support case files (collectively, your "submission"), you grant Provider a royalty-free, perpetual, worldwide and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display your submission (in whole or in part) worldwide and to incorporate your submission in other works in any form, media, or technology now known or later developed without any notice or compensation to you.
Access to Extranet and Internet Transmissions.
(1) Equipment and Connections. Member shall be responsible for all expenses and charges associated with its use of the Internet and this Extranet, and for providing all equipment to make any necessary connection to the Internet and this Extranet including, without limitation, computers, modems and necessary phone lines. Access to this Extranet requires use of an acceptable browser and an Internet connection speed of at least 28.8kbps. An acceptable browser is Microsoft® Internet Explorer 5.5 SP2 or a higher version. In order to view information on this Extranet, Adobe® Reader® 6.0 or a higher version is needed. Member shall be responsible for obtaining and implementing Adobe Reader.
(2) Availability of Provider Applications. Provider will make reasonable efforts to make the Provider Applications available 24 hours per day 7 days per week, with exceptions for scheduled and unscheduled maintenance downtime. During these scheduled and unscheduled maintenance periods, you may be unable to transmit and receive data. In the event Provider becomes aware of any other type of disruption of service, prompt and reasonable efforts will be made to resume availability of the Provider Applications.
(3) Access Security. Member is responsible for the maintenance and proper use of all User IDs and Passwords. You agree not to disclose any User ID and Password, even within Member's own organization, except on a need-to-know basis. You agree to log off promptly upon completion of use or access to this Extranet. You may not permit any third party to make use of any User ID and Password. If an access violation occurs as a result of the fraudulent use of any User ID and Password, as soon as Member becomes aware of such violation, Member must immediately inform Provider so Provider can change the User ID and Password. Prior to notification by Member, Member will be held liable for any and all damages resulting from the fraudulent use of any or User ID and Password.
(4) Internet Transmissions. Internet software or electronic transmission errors may produce inaccurate or incomplete copies of the content of this Extranet when downloaded and displayed on any computer. Provider does not assume any liability or responsibility whatsoever for inaccurate or incomplete information or data due to software problems, transmission errors, the display of content in browser frames displaying information from other web sites, or any misinterpretation of the content due to such causes. Provider does not assume any liability or responsibility whatsoever for computer viruses or other destructive programs received during the electronic transmission of the content of this Extranet or any web sites accessed through links provided therein. It is advisable to employ the use of virus protection software on any and all computer systems used to access the Internet or in any manner share files with other computer systems. Any unprotected e-mail communication over the Internet is, as with communication via any other medium (e.g., long-distance telephone lines), subject to possible interception or loss, and is also subject to possible alteration.
Termination of Extranet Agreement.
(1) Suspension or Termination for Member's Breach. If Member breaches any of the terms or conditions of this Extranet Agreement, Provider may, at its sole discretion, suspend access or provision of the Provider Applications or terminate this Extranet Agreement. Whether or not a breach results in suspension or termination depends on several factors, including, but not limited to, the severity of the breach, the potential harm to other Members or the Provider Applications, and whether or not the breach is repeated or cured. If Provider suspends or terminates Member's right to access or use the Provider Applications, then Provider shall, within 24 hours, provide notice to Member of such action in accordance with Provider's standard policies and procedures regarding suspension or termination.
(2) Termination by Member. Member may terminate this Extranet Agreement by providing written notice to Provider in accordance with Provider's standard policies and procedures regarding termination.
(3) Effect of Termination. Termination is in addition to all other legal or equitable remedies available to either party hereunder. Upon termination of this Extranet Agreement for any reason, Member shall cease to use any Provider Applications and any unpaid fees owed by Member shall be due and payable in full.
Indemnity.
Member hereby agrees to, at its own expense, indemnify, defend and hold Provider harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third party claim, action or allegation of infringement based on information, data, files or other content submitted by Member or any User, or (b) any fraud, manipulation, or other breach of this Extranet Agreement by Member, its officers, directors, employees, including any User, or any other agent of Member. In the case of third party claims, Member agrees not to settle any action or claims on Provider's behalf without the prior written consent of Provider.
Limited Warranty.
Provider will use commercially reasonable efforts to (1) protect the security of Member's Information in accordance with Radiant's Privacy Policy located at Terms of Use and Privacy Policy, and (2) maintain the integrity of, and Member's or any User’s access to, this Extranet in general. However, because, among other things, the Provider Applications are provided through the use of the Internet and the Provider Applications may be hosted by third party providers over which Provider does not have control, Provider does not guaranty or warrant the security of Member's Information or that Member or any User will have continued and uninterrupted access to the Provider Applications. EXCEPT AS EXPRESSLY PROVIDED IN THIS EXTRANET AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROVIDER APPLICATIONS AND ANY OTHER SOFTWARE OR SERVICES FURNISHED HEREUNDER.
Disclaimers.
YOUR USE OF THIS EXTRANET IS AT YOUR OWN RISK. PROVIDER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PROVIDER APPLICATIONS, ANY OTHER SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN ANY OF THE FOREGOING WILL BE CORRECTED OR THAT THE FOREGOING WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. Provider shall have no responsibility for problems in the Provider Applications that are caused by alterations or modifications to the Provider Applications by anyone other than Provider or that arise out of the malfunction of third party products or services used to access or browse the Provider Applications. The provisions of this Section allocate the risks under this Extranet Agreement between Provider and Member. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PROVIDER OR ITS SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, GOODWILL, OR ANTICIPATED OR LOST PROFITS) THAT RESULT FROM MEMBER'S USE OF OR INABILITY TO USE THE PROVIDER APPLICATIONS. PROVIDER IS NOT LIABLE FOR THE COST OR PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY OR DATA. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THIS EXTRANET AGREEMENT WILL NOT EXCEED THE AMOUNTS RECEIVED BY PROVIDER FROM MEMBER DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH A CLAIM. MEMBER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT PROVIDER IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Fees. Currently your use of this Extranet is provided free of charge by Provider; however, Provider reserves the right to implement, change or increase fees as service functionality increases or to institute new fees at any time, upon reasonable notice in writing. If Member fails to pay such fees when and as they become due, Provider reserves the right to terminate such Member’s access to this Extranet.
Governing Law and Miscellaneous Provision.
(1) Severability; No Waiver. If any provision of this Extranet Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Extranet Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
(2) Governing Law; Jurisdiction and Venue. This Extranet Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Georgia, USA without regards to its rules regarding conflicts of law. Member and Provider hereby consent to exclusive jurisdiction and venue in the State of Georgia, USA .
(3) Modification. We may amend this Extranet Agreement at any time by posting the amended terms on this Extranet. All amended terms shall automatically be effective after they are posted on this Extranet. Whenever modifications are put in place, we will notify you of such modifications. If the modifications are unacceptable to Member, then Member may terminate this Extranet Agreement by giving written notice of termination to Provider. If Member continues to use the Provider Applications, then Member will be considered to have accepted the modifications.
(4) Non-Transferable Right of Use. Access to and use of the Provider Applications are for the sole use of eligible, logged-on Members. Member may not share its ID or Password to enable another user to use any Provider Application.
(5) Control and Use. Provider controls and operates the Extranet from its headquarters at 3925 Brookside Parkway, Alpharetta, Georgia 30022, United States of America , and makes no representation that these materials are appropriate or available for use in other locations. If you access or use this Extranet from other locations, you are responsible for compliance with applicable local laws. This Extranet may describe products that are not available worldwide.