Use of the Rentrak.com Website and Data. Rentrak hereby grants User, on the terms of these TOU and the Service Agreement (if applicable), the non-exclusive right to access the Rentrak.com Website and view and use the Rentrak.com Data solely for User’s internal business purposes. The Rentrak.com Data and the Rentrak.com Website are not intended to be used (a) in connection with research where the primary use of such data or site is for making investment decisions, or (b) for reporting or calculating royalties or other fees based on usage, and any use of the Rentrak.com Data or the Rentrak.com Website for such purposes shall be at User’s sole risk. User shall not have the right to display, publish, distribute, disseminate or otherwise make public any Rentrak.com Data without Rentrak’s prior written consent. User acknowledges that all Rentrak.com Data is "Confidential Information" subject to Section 6 below and that in all events User may not rely on the accuracy of the Rentrak.com Data in making representations to advertisers or similar parties concerning the usage of content.
Modification of Rentrak.com. Rentrak reserves the right at any time to revise and modify the Rentrak.com Website and the Rentrak.com system and to alter their features, specifications, capabilities and/or functions, without notice to User except as otherwise provided in the Service Agreement (if applicable).
Termination of User Rights. Rentrak shall have the right to terminate User’s rights under these TOU, including the right to access the Rentrak.com Website and/or user the Rentrak.com Data for any reason if User breaches any of its obligations under these TOU, subject to the provisions of User’s Service Agreement, if applicable. Within 90 days of expiration or termination of User’s rights under these TOU, User shall certify in writing to Rentrak that it has returned or destroyed (at Rentrak’s election) all electronic or hard copies of the Rentrak.com Data which are then in User’s possession, including but not limited to copies residing on leased servers, at hosting services, on disaster recovery servers, in backups or in archives, except with respect to disaster recovery servers, backups and archives where the return, removal or destruction of such data would not be commercially practical.
Ownership of Rentrak.com. Rentrak is the exclusive owner of the Rentrak.com Website, the Rentrak.com system and concept, the Rentrak.com Data as represented by the Rentrak.com system, and all copyright, trademark, patent and other intellectual property rights therein, and nothing in these TOU shall be construed as granting to User any intellectual property rights therein. All rights not granted to User are expressly reserved to Rentrak. User shall not have the right to sell, sublicense, transfer, or grant any rights in Rentrak.com or any Rentrak.com Data to any third party.
Confidentiality. User agrees that it will use Rentrak Confidential Information (as defined below) only for its internal business purposes only to the extent necessary for such purposes and will restrict disclosure of the Rentrak Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose any Rentrak Confidential Information to any third party without Rentrak’s prior written approval, except as specifically permitted in the Service Agreement (if applicable). Notwithstanding the foregoing, it will not be a breach of these TOU for User to disclose Rentrak Confidential Information if required to do so under law or in a judicial or other governmental investigation or proceeding, provided Rentrak has been given prior notice and User has sought all available safeguards against widespread dissemination prior to such disclosure. As used in these TOU, the term "Rentrak Confidential Information" refers to: (i) any and all Rentrak.com Data and any other nonpublic information accessible by logging on to the Rentrak.com Website; (ii) any Rentrak.com user manuals provided to User; and (iii) Rentrak’s trade secrets, business plans, strategies, methods and/or practices that are not generally known to the public. Notwithstanding the foregoing, Rentrak Confidential Information specifically excludes: (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of User, its employees or agents; (B) information that is known to User without restriction, prior to receipt from Rentrak, from User’s own independent sources as evidenced by User’s written records, and which was not acquired, directly or indirectly, from Rentrak; (C) information that User receives from any third party reasonably known by User to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by User’s employees or agents provided that User can show that those same employees or agents had no access to the Rentrak Confidential Information received hereunder.
Passwords. User agrees to keep confidential unique login and password where user accesses certain areas of the Rentrak.com Website protected by these. User agrees to notify Rentrak promptly if User has any reason to believe that any third party has unauthorized access to its login or password. User shall be responsible for any and all use of the Rentrak.com Website occurring under its login and password.
No Warranties. THE Rentrak.com SITE AND DATA AVAILABLE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RENTRAK DOES NOT WARRANT THAT THE Rentrak.com SITE OR USER'S ACCESS TO THE Rentrak.com SITE WILL BE ERROR-FREE OR UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.
Limitation of Liability. IN NO EVENT SHALL RENTRAK, ITS OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS BE LIABLE UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), arising from or relating to THE USE OF THE Rentrak.com SITE, OR ANY Rentrak.com DATA, INCLUDING DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE Rentrak.com SITE OR THE Rentrak.com DATA OR FROM ERRORS, OMISSIONS OR OTHER INACURRACIES IN THE Rentrak.com DATA, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT PREJUDICE TO THE FOREGOING LIMITATION, THE AGGREGATE LIABILITY OF RENTRAK TO USER UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR PRODUCT LIABILITY, SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO RENTRAK BY USER FOR Rentrak.com DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
Indemnification. User agrees to indemnify, defend and hold harmless Rentrak, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of the use of the Rentrak.com Website or the Rentrak.com Data, including without limitation the uses described in items (a) and (b) of Section 2 and further including any representations to advertisers or similar parties concerning the usage of content, by User or any other person using User’s password.
Amendment of TOU. Rentrak shall have right to update, amend or restate these TOU without the consent of User and without prior notice to User; provided, however, Rentrak will use reasonable efforts to give User 10 days' prior notice of any such updates, amendments or restatements.
Miscellaneous. These TOU will be governed by the laws of the State of Oregon. Any action or proceeding arising from or relating to these TOU shall be brought in a federal court in the State of Oregon or in state court in Multnomah County, Oregon, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought to enforce these TOU, the prevailing party will be entitled to receive reasonable attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive, in any bankruptcy case, arbitration proceeding or court case. Any waiver or failure to enforce any provision of these TOU on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these TOU is determined to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Conflicts. In the event of any conflicts between the terms of these TOU and the Service Agreement (if applicable), the terms of the Service Agreement shall control.