Last Updated: September 11, 2015
These Terms do not alter in any way the terms or conditions of any other agreement you may have with RANE for products, services or otherwise. The content made available through the Sites does not constitute, and should not be relied upon as, legal advice.
RANE reserves the right to change or modify these Terms at any time and in our sole discretion. If RANE makes changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, providing notice through the Sites or updating the "Last Updated" date at the top of these Terms. Your continued use of the Sites will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Sites. If you do not agree to any revised Terms, you must immediately stop using the Sites.
The Sites are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Sites, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended from the Sites; and (c) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreement to which you are a party.
3. Copyright and Limited License
Unless otherwise indicated on the Sites or by RANE, the Sites and all content and other materials therein, including, without limitation, the "Hands All Together" logo, the RANE logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of RANE or our licensors and are protected by U.S. and international copyright laws.
You are hereby granted a limited, non-transferable, non-exclusive, non-sublicensable license to access and use the Sites and Content; however, such license is subject to these Terms and does not include: (a) any resale or commercial use of the Sites or Content; (b) the distribution, public performance, or public display of any Content; (c) modifying or otherwise making any derivative uses of the Sites or Content, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Sites, Content or any information contained in the foregoing, except as expressly permitted on the Sites; and (f) any use of the Sites or Content other than for their intended purposes. This license granted to you in this section is revocable at any time.
Any use of the Sites or Content other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted in this section. Such unauthorized use also may violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by RANE, nothing in these Terms will be construed as conferring any right or license to any intellectual property rights of RANE or any third party, whether by estoppel, implication or otherwise.
Notwithstanding anything to the contrary in these Terms, the Sites and Content may contain software components that are subject to separate license terms, in which case those license terms will apply to the access and use of such software components.
"Hands All Together," "RANE," "Risk Assessment Network + Exchange" and the RANE logo and any other RANE product or service names, logos or slogans that may appear on the Sites are trademarks of RANE in the United States and in other countries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of RANE. You may not use any metatags or other "hidden text" utilizing "Hands All Together," "RANE," "Risk Assessment Network + Exchange" or any other name, trademark, or product or service name of RANE without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark or trade dress of RANE and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Sites are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by RANE.
You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for non-commercial purposes; provided, that such link does not portray RANE or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner; provided further, that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use any of our logos or other proprietary graphics to link to the Sites without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any RANE trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout or design of any page or form contained on a page on the Sites without our express written consent.
RANE makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Sites, or websites linking to the Sites. Such sites are not under the control of RANE, and RANE is not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sites. RANE provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by RANE of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering and protection practices, of any site to which you navigate from the Sites.
6. Third-Party Content
RANE may display content from third parties on the Sites (collectively, "Third-Party Content"). RANE does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding such Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and such third parties, and that RANE is not responsible or liable in any manner for such interactions or Third-Party Content.
7. Acceptable Use of the Sites
You agree that your access to and use of the Sites will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while accessing and using the Sites. You agree that you will abide by these Terms and will not:
• Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
• Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Sites;
• Use any robot, spider, crawler, scraper, script, browser extension or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
• Attempt to circumvent any content-filtering techniques we employ, or attempt to access any service or area of the Sites that you are not authorized to access;
• Develop any third-party applications that interact with the Sites without our prior written consent; or
• Use the Sites for any illegal or unauthorized purpose or engage in, encourage or promote any activity that violates these Terms.
Any use of the Sites in violation of these Terms may result in, among other things, termination or suspension of your rights to access and use the Sites.
You can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about RANE and the Sites (collectively, "Feedback"). Feedback, whether submitted through the Sites or otherwise, is non-confidential and will become the sole property of RANE. RANE will own exclusive rights, including all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You agree to defend, indemnify and hold harmless RANE and our partners, independent contractors, service providers and consultants and our and their respective directors, officers, employees and agents (collectively, the "RANE Parties") from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Sites; (b) any Feedback you provide; (c) your violation of these Terms; and (d) your violation of the rights of another.
THE CONTENT MADE AVAILABLE THROUGH THE SITES DOES NOT CONSTITUTE, AND SHOULD NOT BE RELIED UPON AS, LEGAL ADVICE.
THE SITES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. RANE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITES AND CONTENT AND THEIR SUITABILITY FOR YOUR INTENDED USE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, RANE DOES NOT REPRESENT OR WARRANT THAT (A) CONTENT ON THE SITES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (B) THE SITES AND CONTENT WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS, ERRORS OR DEFECTS ("FAULTS") OR IN A SECURE MANNER; (C) THAT ANY FAULTS WILL BE CORRECTED; OR (D) THE SITES, CONTENT OR YOUR RELIANCE ON THE CONTENT WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR NEEDS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RANE OR ANY RANE PARTIES WILL CREATE ANY WARRANTY.
RANE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS ON THE SITES OR IN ANY CONTENT. WHILE RANE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITES SAFE, RANE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
RANE reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any features or functionality of the Sites at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by RANE. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
11. Limitation of Liability
IN NO EVENT WILL RANE OR THE RANE PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES OR CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM RANE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RANE'S RECORDS, PROGRAMS OR SITES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF RANE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO RANE FOR ACCESS TO AND USE OF THE SITES.
12. Modifications to the Sites
RANE reserves the right to modify or discontinue, temporarily or permanently, the Sites or any features or portions thereof without prior notice. You agree that RANE will not be liable for any modification, suspension or discontinuance of the Sites or any part thereof.
13. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH RANE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
13.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and RANE agree (a) to waive your and RANE's respective rights to have any and all Disputes arising from or related to these Terms or the Sites resolved in a court, and (b) to waive your and RANE's respective rights to a jury trial. Instead, you and RANE agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
13.2. No Class Arbitrations, Class Actions or Representative Actions
You and RANE agree that any Dispute arising out of or related to these Terms or the Sites is personal to you and RANE and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and RANE agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and RANE agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
13.3. Federal Arbitration Act
You and RANE agree that these Terms may affect interstate commerce and that the enforceability of this Section 13 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
13.4. Notice; Informal Dispute Resolution
You and RANE agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to RANE shall be sent by certified mail or courier to RANE, 229 W 43rd Street, 8th Floor, New York, NY 10036. Your notice must include (a) your name, postal address, telephone number and the email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and RANE cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or RANE may, as appropriate and in accordance with this Section 13, commence an arbitration proceeding or, to the extent specifically provided for in Section 13.1, file a claim in court.
Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and RANE agree that any Dispute must be commenced or filed by you or RANE within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and RANE will no longer have the right to assert such claim regarding the Dispute). You and RANE agree that (a) any arbitration will occur in the State of New York, County of New York, Borough of Manhattan, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
13.6. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
13.7. Rules of JAMS
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
If any term, clause or provision of this Section 13 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 13 will remain valid and enforceable. Further, the waivers set forth in Section 13.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
13.9. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 13 by writing to: RANE, 229 W 43rd Street, 8th Floor, New York, NY 10036. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 14.
14. Governing Law and Venue
These Terms and your access to and use of the Sites shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan.
Notwithstanding any of these Terms, RANE reserves the right, without notice and in our sole discretion, to terminate your right to use the Sites, or any portion of thereof, and to block or prevent your future access to and use of the Sites or any portion thereof.
Enforcement of these Terms is solely in our discretion, and the absence of enforcement in some instances does not constitute a waiver of our right to enforce these Terms in other instances. Any failure by us enforce any provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise available by law will not be construed as a waiver or relinquishment of any right to assert or rely upon any provision, right or remedy in that or in any other instance; rather, such provision, right or remedy will be and will remain in full force and effect.
If any provision of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.