1.1 Your use of any Recentive service and/or platform is governed by this agreement (the "Terms"). "Recentive" means Recentive Analytics Inc., and its subsidiaries or affiliates involved in providing the Recentive Platform. The “Recentive Platform” means the services and/or platforms Recentive makes available through its websites, including this website, its software platforms, APIs, or services offered by Recentive in connection to any of those. 1.2 In order to use the Recentive Platform, you must first agree to the Terms. You understand and agree that Recentive will treat your use of the Recentive Platform as acceptance of the Terms from that point onwards.
2. Your Use of the Recentive Platform
2.1 By agreeing to these Terms you assert you are not an employee, contractor or otherwise engaged with any entity other than the team or entity of the email address you are using to access the Recentive Platform. 2.2 You will not provide, permit or otherwise allows any person other than yourself to use your email address to access the Recentive Plaform 2.3 You will not provide any information, screenshots or other details, verbally or in written form, of the Recentive Platform to any person who is an employee, contractor or otherwise engaged with any entity other than the team or entity of the email address you are using to access the Recentive Platform. 2.4 You will not and will not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Recentive Platform; (ii) modify, translate or create derivative works based on the Recentive Platform; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Recentive Platform; (iv) use the Recentive Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Recentive Platform or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or (vi) remove or obscure any proprietary notices or labels of Recentive Analytics or its suppliers on the Recentive Platform. 2.5 You will not use the Recentive Platform for the purpose of creating a product or service that is in any form competitive with the Recentive Platform. 2.6 You must notify us in writing immediately if you become aware of any unauthorized use of your account or password on any Recentive Platform. You are responsible for any activity on any Recentive Platform arising out of any failure to keep your password confidential or providing access to your account to any other person or entity and will be held liable for any losses arising out of such a failure. 2.7 You are forbidden from using any other person's user ID and password to access the Recentive Platform.
3. Modification and Termination of the Recentive Platform
3.1 You agree that Recentive, in its sole discretion and for any or no reason without notice nor explanation, may terminate your account or any part thereof. You agree that any termination of your access to the Recentive Platform may be without prior notice, and you agree that Recentive will not be liable to you or any third party for such termination.
4. LIMITATION OF LIABILITY
4.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT RECENTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. 4.2 THE LIMITATIONS ON RECENTIVE'S LIABILITY TO YOU IN PARAGRAPH 8.1 ABOVE SHALL APPLY WHETHER OR NOT RECENTIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
5.1 You agree to hold harmless and indemnify Recentive, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Recentive and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Recentive Platform or(c) your violation of applicable laws, rules or regulations in connection with the Recentive Platform, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Recentive will provide you with written notice of such claim, suit or action.
6. Changes to the Terms
6.1 Recentive may make changes to the Terms from time to time. 6.2 You understand and agree that if you use the Recentive Platform after the date on which the Terms have changed, Recentive will treat your use as acceptance of the updated Terms.
7.1 The Terms may or may not constitute the whole legal agreement between you and Recentive and govern your use of the Recentive Platform (but excluding any services which Recentive may provide to you under a separate written agreement), and completely replace any prior agreements between you and Recentive in relation to the Recentive Platform. 7.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture. 7.3 If Recentive provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict. 7.4 You agree that Recentive may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Recentive Platform. By providing Recentive your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. 7.5 You agree that if Recentive does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Recentive has the benefit of under any applicable law), this will not be taken to be a formal waiver of Recentive's rights and that those rights or remedies will still be available to Recentive. 7.6 Recentive shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. 7.7 The Terms, and your relationship with Recentive under the Terms, shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions. You and Recentive agree to submit to the exclusive jurisdiction of the courts located within the state of Massachusetts to resolve any legal matter arising from the Terms. 7.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Recentive Platform upon written notice to the assigning party. You acknowledge that any breach of the above agreed to Terms will cause irreparable harm and injury to Recentive for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you agree that Recentive may be entitled to injunctive relief in the event you use the Recentive Platform in any way not expressly permitted by the Terms and seek uncapped damages.