TERMS

TERMS

Last updated 5/16/2018

Routeware Terms and Conditions

The submission of information to, and use of, the service (“Service”) available through the Routeware web site (located at https://www.Routeware.com) (“Web Site”) is subject to the following terms and conditions set forth below (“Terms and Conditions”). By submitting information to, or accessing information from, the Service, you, the end user (“User”) agree to these Terms and Conditions and represent and warrant that you have the right, power and authority to agree to and be bound by such terms. These Terms and Conditions are a legal agreement between you and Routeware, Inc., a Delaware corporation (“Routeware”).

If you do not agree to these Terms and Conditions, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: Routeware, Inc., 16575 SW 72nd Ave. Portland, OR 97224. Routeware may update these Terms and Conditions at any time and without notice. The latest version of the Terms and Conditions is available on the Routeware Web Site at https://www.Routeware.com/terms-2.

GENERAL PROVISIONS
Routeware Communications

To use the Service, Users must create a profile (“Profile”), and Users must provide a valid email address in order to create a Profile. Routeware utilizes email as a vital and primary communication channel to communicate with Users, who acknowledge and grant Routeware permission to communicate by email for any purpose Routeware determines to be relevant, including, but not limited to, system messages, product updates, alerts, notices, bulletins, newsletters, service announcements and other marketing messages. Routeware will use its best efforts to honor each User’s requests to opt out of marketing messages, but under no circumstances will Routeware have any liability for sending any email to a User. Routeware assures Users that under no circumstances will it knowingly share personal and/or email information with any third party not affiliated with Routeware.

User Privileges
User privileges are granted by Routeware specifically and exclusively to Users only. User privileges cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Routeware. Routeware requires that each registered User maintain a valid email address, Member ID and password, which shall be utilized for logging on to the Routeware Web Site. Users are not permitted to share their login information with others. Routeware has the right to refuse service to any User that refuses to abide by the Terms and Conditions or abuses their rights related to the Routeware Service and/or Web Site.

Submission of Information and Administration of Profiles 
User agrees not to submit, or post to any Profile, any descriptions, photographs, financial, contact or other information unless User has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise on the User’s Profile. User agrees not to submit, or post to any Profile, any image that contains inappropriate, explicit or unauthorized content. Routeware may, in its sole discretion, remove any Profile that violates this provision. In addition, Routeware may require additional evidence of compliance with this provision from Users who are alleged to have created Profiles or submitted information in violation of this Agreement. Routeware will, in its sole discretion, terminate the accounts of, and refuse service to, any User who repeatedly or knowingly violates this Agreement. Routeware shall have the sole authority to choose the manner in which any Profile will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Routeware Web Site, and Routeware shall have the right to modify the Profile in the exercise of its rights under this Agreement. User represents and warrants that all information provided by User will be accurate, and agrees that it will not register a Profile under a name other than that which it is authorized to use. Routeware reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of any Profile posted on the Routeware Web Site. Routeware accepts no responsibility for checking the accuracy of reports or data files submitted by User. While Routeware shall take all reasonable efforts for data backup and business resumption, User will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Routeware, or submits or posts to any Profile.

Use of Information
All information obtained from the Service, including business information, directories and any other information otherwise made available to User (individually and collectively, the “Content”) is proprietary to Routeware and its licensors, and is protected by copyright and other U.S. and international intellectual property rights, laws and treaties. User agrees that Content will be treated as proprietary, maintained as confidential and shall be protected as a trade secret of Routeware. Routeware does not ensure the accuracy of, endorse or recommend any Content, and User uses such Content at User’s own risk. User may access the Content solely to obtain initial information from which further evaluation and investigation may commence. User shall limit access to, and use of, Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. User shall not use or reproduce Content obtained from the Service for or in connection with any other listing service or device. User shall not modify, merge, decompile, disassemble, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Service. User shall not access or use any portion of the Service if User is a direct or indirect competitor of Routeware, nor shall User provide, disclose or transmit any portion of the Service to any direct or indirect competitor of Routeware (by way of example, a “direct or indirect competitor” of Routeware includes, but is not limited to, online searchable marketplaces for the marketing and advertising industry, and employees, independent contractors and agents of such marketplaces). Users violating these specific terms, specifically those Users using the Service in an abusive or excessive manner, by automated or manual means, shall have their Profiles subject to immediate termination and deletion, and such Users will be assessed a significant excessive use fee.

Unsolicited Commercial Email or Messages (Spam)
Routeware prohibits the use of tools to generate or send unsolicited commercial email (“spam”). Users may not use the messaging services that Routeware offers to send spam or otherwise send content that would violate these Terms and Conditions. Routeware has the right to revoke the privileges of any User that breaches these terms.

Ownership and License Grant
Routeware retains all rights (including “Intellectual Property Rights,” as defined below), title and interest in the Routeware Web Site and all underlying technology and data, including any enhancements and improvements thereto. User will not allow, and will not allow others, via manual or automated means (including the use of any robot, spider or other automated process), to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Routeware’s technology or delete or alter author attributes or copyright notices. User shall use the Routeware system solely for their own use and shall not allow others to use the Routeware system under or through that User’s login ID/email and password. Further, User shall not use Routeware’s Web Site in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, (a) all rights associated with works of authorship, including copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued or acquired.

Limitation of Liability and Indemnification
IN NO EVENT SHALL Routeware BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. User’s exclusive remedy, and Routeware’s entire liability, under this Agreement shall be a refund to User of any fees paid to Routeware hereunder (to the extent such fees may be required, if any), and in no event will Routeware’s liability for any reason exceed such fees, if any. Routeware (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from User’s use of the Web Site, and User shall indemnify Routeware (and Routeware’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than User arising from User’s use or application of the Services. Routeware is not responsible for any communications or transactions that Users may engage in with each other outside of, and apart from, the Routeware Service and Web Site.

Warranty Disclaimers
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. Routeware MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING AS TO ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND Routeware SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED STATES OF AMERICA, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

Links to Third Party Sites
The Web Site may contain hyperlinks to other web sites operated by parties other than Routeware, which may be beyond Routeware’s control. Parties other than Routeware may offer to sell services or products on the Web Site that direct the User to other web sites. These may include links from advertisers, sponsors and content partners. For example, if a User clicks on a banner advertisement, the click may take the User off of the Routeware Web Site. Routeware does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Routeware does not assume any liability for the actions, product, or content of any of these and any other third parties. Routeware makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. If a User clicks on a link that directs the User to another web site, that site may not be controlled by Routeware and different terms of use and privacy statements may apply. Routeware also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of Routeware
With respect to information submitted to Routeware, User agrees to grant Routeware and its affiliates and their licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, including the right to use the information submitted to it for publication of all or part of such information. Routeware shall have sole authority to choose the manner in which information in any Profile will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Profile or refuse services to anyone at any time in its sole discretion. Routeware shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Profiles. Routeware reserves the right to modify or change any and all Terms and Conditions at any time. The most current copy of these Terms and Conditions will be posted and available for review on Routeware’s Web Site at https://www.Routeware.com/terms-2.

Miscellaneous
This Agreement and the Service provided by Routeware shall be governed by the laws of the State of Oregon, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts of Washington County, Oregon. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by User without the prior written consent of Routeware, which retains the right to withhold consent in its sole discretion. The Terms and Conditions of this Agreement, along with the Privacy Policy and Cookies Policy, constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. All notices to Routeware must be in writing and must be sent via registered mail, certified mail or overnight mail with a return receipt requested to Routeware, Inc., 16575 SW 72nd Ave. Portland, OR 97224.