Terms of Use for Licensee

1. Agreements and Scope

1. 1.1 Agreements. In separate agreements, Recz and you have agreed to the provision by Recz of Services to you. In the event of any conflict between those agreements and these terms and conditions, those agreements (the “Agreements”) agreement shall prevail.
2. 1.2 Rights. You acknowledge and agree that you do not and will not acquire under any agreement any right or license to use Services specified in the applicable agreement in excess of the scope and/or duration of the Services described therein, and you shall not resell, redistribute or share in any electronic manner Services in any way that violates any agreement you have with Recz. You will not acquire any intellectual property rights from Recz. By using this Platform, you acknowledge that your right to access or use Services and the Platform may terminate. You will cooperate with Recz as to the use of any Recz intellectual property.

2. Your Responsibilities

Rights and Responsibilities. The following applies for so long as you have contractual rights to use the Platform and Services under an agreement with us:

1. 2.1 You have the nonexclusive, non-assignable, royalty-free, limited right to use the Services provided thereunder in the Territory (as defined by you and Recz), solely for your business operations; provided however, that your use of Services shall be subject to the terms of contractual agreements with Recz (the “Agreements”) and the terms and conditions hereof. You may allow your Users to use the Services for this purpose only. The applicable Services and other services are provided as described in, and subject to, the terms of the Agreements. You acknowledge and agree that different classes of User will have different levels and types of access, depending on their role.
2. 2.2 Usage. You will be responsible for (a) Users’ usage of Services under and compliance with the Agreements, including responsibility for payment of any and all fees and charges hereunder and thereunder, and their actions and inaction (b) the accuracy, quality and legality of your data and the means by which you acquired your data, (c) employing commercially reasonable efforts to prevent unauthorized access to or use of Services, and for notifying Recz promptly of any such unauthorized access or use, (d) using the Services in accordance with these Terms and Conditions and the applicable Agreements and applicable laws and government regulations, and (e) compliance with terms of service of third-party products, sites or applications with which you use the Services. You acknowledge and agree that the rights of any User licensed to use the Services (other than you) cannot be shared or used by more than one individual.
3. 2.3 Cooperation. You acknowledge and agree that to realize the full value of the Services, your cooperation, participation and effort is required.
4. 2.4 Modifications. From time to time, Recz may modify the Services for its business purposes, including the addition or deletion of features and functions, in an effort to improve the experience of you and other users of similar Services; provided that Recz will not make changes to the Services that reduce materially the functionality of the Services provided to you during the Term without prior written notice thereof. Recz reserves the right to provide some or all elements of the Services through providers of third-party products upon prior written notice to you; provided that Recz shall procure (as applicable) that any such third-party product supplier shall comply with the terms of any applicable Agreement in a materially similar manner that Recz would be required to do.
5. 2.5 Changes in Functionality. Where Recz, without your consent, has reduced, eliminated or changed material functionality in any material Services in contravention of any Agreement, you, at your sole election and in your sole determination, shall have, as your sole remedy, the right to immediately terminate the Agreements. Where Recz increases functionality in the Services that are provided pursuant to the Agreements, such functionality shall be provided to you without any additional charge, except to the extent mutually agreed.
6. 2.6 Removal of Content. If Recz is required by a licensor to remove any content that you include in the Platform or derive from data on the Platform (“Content”), or receives information that Content provided to you may violate applicable law or third-party rights, Recz may so notify you and, in such event, you will promptly remove such Content from your systems. If you do not take required action in accordance with the above, Recz may disable the applicable Content until the potential violation is resolved. You acknowledge and agree that, except as expressly provided herein, no part of the Services, Output or Content may be copied, reproduced, distributed, delivered, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, self-hosting, API wrapping or re-packaging for delivery to others, or any other means.

1. 2.8 Accuracy of Data and Output. You shall be responsible for: (a) the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all data that you or any other User places placed into the Platform and the means by which you acquired your data and provided it or delivered it to the Platform and (b) aspects of any output generated by the Platform (“Output”), including the accuracy and reliability of such Output. You agree that any actions taken by you based on such Output shall be at your sole risk.
2. 2.9 Abusive Use of Services. In addition to and not in limitation of Section 2.7, you shall not use or permit the use of the Services, including by uploading, emailing, copying, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, (f) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (g) store or transmit Malicious Code or (h) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Recz under any Agreement, Recz reserves the right to remove or disable access to any material that violates the foregoing restrictions. Recz will have no liability to you in the event that Recz takes such action. You shall defend and indemnify Recz against any claim arising out of a violation of Recz’ obligations under this section.
3. 2.10 Competitive Use of Services. You shall not (i) access the Services, Output or Content (x) to build a competitive service or product or (y) if you are or become Recz’ direct competitor or (ii) work with any partner, employee, independent contractor, service or competitor who Recz determines to be a competitor, except with Recz’ prior written consent, which may be withheld or delayed in its sole discretion.
4. 2.11 Third Party Technology. You shall not use third-party technology with any of the Services unless Recz otherwise agrees, not to be unreasonably withheld.
5. 2.12 Feedback. You grant to Recz and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services and Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you, your Users or any affiliate relating to the operation of the Services.
6. 2.13 No Support for Custom Deliverables. Recz shall not be required to provide you with any ongoing support, maintenance or upgrades for any custom deliverables requested by you, unless Recz expressly agrees to do so in writing. You acknowledge that (i) to extent any custom deliverable relies on or touches other components in the Platform, such custom deliverable may cause them to be unsupportable and (ii) you may have to pay Recz to restore functionality of the Platform.

3. Expenses

1. 3.1 In addition to any amount that you have agreed to pay Recz under any Agreement, you will pay reasonable and customary expenses to be reimbursed in respect of the following:
2. 3.2 Any unexpected development or code debugging technical work requested by you that is outside the normal delivery of services. All work of this type will be charged to you at the rate charged by Recz’ software developer, with a total cost not to exceed pre-agreed to amounts. These expenses may be waived by Recz at our discretion.
3. 3.3 Any creative work prior to Acceptance that is required to customize the Platform user “screens”, dashboards, or reports will be provided without additional charge. After your acceptance of the Platform, additional UI customization, documentation or design of new reports or alerts will be billed out at the rate charged by Recz’ software developer, with a total cost not to exceed pre-agreed to amounts specified in new user work. Agreements.

4. Contacts

If you have any questions about the Terms of Use or otherwise need to contact us for any reason, you can reach us at: