- GENERAL DESCRIPTION OF NATURE AND PURPOSE OF WEBSITE. The Website has been uniquely created and hosted by
ReadWrite Digital for a specific Organization pursuant to a License Agreement between ReadWrite Digital and the Licensee. The Website is designed to enable certain authorized parties to access and use Read Write Digital’s proprietary, web-basedprogram known as Data Integration Service™. The Data Integration Service™ software contains features, tools and, in most cases, customized configuration and code designed to provide data integration between the Organization’s Information Systems.
- Agent. The term “Agent” means one or more Integrations configured in Data Integration Service™ to perform the job of transmitting data from one system to another.
- Documentation. The term “Documentation” means all documentation and information posted or available on the Website relating to the use, features and functionality of the Software and the Services (including all user guides, online help and tutorials), as may be amended or updated from time to time, together with all other information relating to the Software and the Services provided, or made available, by Read Write Digital to User from time to time.
- Endpoint. The term “Endpoint” means a computer system, application or database accessed for the purposes of extracting or loading data.
- Integration. The terms “Integration” or “Integration Point”
meanthe extraction, transformation, and loading of data from at least one source Endpoint to at least one target Endpoint such that DIS manages the flow of data from one to another through its documented features and functions. Each Integration is granted a user account for the owner of that Integration.
- Job. The term “Job” means the execution of an Agent in, Data Integration Service™, either manually or through an automated process.
- Laws. The term “Laws” means all federal, state, county, municipal, local or other statutes, laws, regulations, rules, ordinances, orders and customs of any country, state or territory having jurisdiction over User’s access and use of the Website, the Software and the Services, including the United States.
- License Agreement. The term “License Agreement” means the written agreement executed through one or more Order Confirmations by
ReadWrite Digital and the Licenseeepursuant to which Read Write Digital has licensed the Software to the Licensee and agreed to host the Software and Website to enable integration-as-a-service for the Licensee.
- Organization. The term “Organization” refers to the legal entity for which Data Integration Service™ is deployed.
- Organization Data. The term “Organization Data” refers to data accessed at a defined Endpoint and is owned, created or otherwise managed by the Organization. This includes 1) data which has been extracted from an Endpoint; 2) data that has been transformed and stored according to Organization requirements; and 3) data that has been loaded or is pending load into an Endpoint.
- Read Write Digital Content. The term “Read Write Digital Content” means all Read Write Digital provided (either as created by Read Write Digital or from a third party) information, data, text, images, sounds, graphics, video, and other materials (regardless of the format thereof) that can be accessed, viewed, downloaded, or printed by User at the Website or by using the Software or the Services.
- Read Write Digital Parties. The term “Read Write Digital Parties” means, collectively, the owners, officers, directors, employees, consultants, contractors, agents, affiliates, joint venture partners, and business partners of
ReadWrite Digital and all licensors to Read Write Digital.
- Services. The term “Services” means any and all services, features, tools, applications
andprograms that are available on the Website, or that can be accessed or utilized by the User using the Website or the Software.
- Software. The term “Software” means the proprietary and programmed system
knownas “Data Integration ServiceTM” with functionality that facilitates data integration between LicesneeInformation Systems, and which system is licensed to the Licensee by ReadWrite Digital pursuant to the License Agreement,and is further described in the License Agreement and the Documentation. The Software may be amended or updated from time to time by ReadWrite Digital. In some implementations, the Software may include certain integrated applications, software andtechnologies that are owned or licensed by ReadWrite Digital. The term “Software” includes all modifications, upgrades and new versions of the Software hereafter released by ReadWrite Digital.
- User. The term “User” means any individual that has created or been given a User Account and is accessing and/or using the Website, the Software, or the Services.
- Website Features. The term “Website Features” means the Software, Services, and Data available at or accessible through the Website.
- USER REGISTRATION.
Usermust have a user account (a “User Account”) before accessing or using the Website or the Website Features. User shall provide all information that is required by ReadWrite Digital to complete the registration process. The information required for registration (“Registration Information”) may vary depending on the requirements of the Licensee, but will generally include at least User’s name and e-mail address. User represents and warrants to Read Write Digital that all Registration Information provided by User is completely true and accurate. User agrees to keep current, and promptly update,any Registration Information. In some instances, a User Account may be pre-established for User by the Administrator or Read Write Digital. User shall be responsible for promptly reviewing, and confirming the accuracy of, all Registration Information provided in connection with a Pre-Registered Account of User, and shall correct any inaccuracies or errors therein. In addition, User shall promptly update all Registration Information relating to a Pre-Existing Account with current and updated information, whenever applicable. By completing the registration process or accessing and using the Website, the Software, or any of the Services, User further represents and warrants to Read Write Digital that (a) User is over the age of eighteen (18) years; and (b) is not prohibited or barred under any applicable Law from accessing or using the Website or the Website Features.
If User registers as an entity (including without limitation a governmental
Read Write Digital may take all action as it deems appropriate or necessary to verify and confirm the accuracy of any Registration Information that User provides to Read Write Digital during the registration process, or at any time thereafter. If User provides any Registration Information that is untrue or inaccurate in any respect, or if Read Write Digital has reasonable grounds to believe that any Registration Information is untrue or inaccurate in any respect, Read Write Digital may immediately terminate, without notice, User’s right to access and use the Website and/or the Website Features, and may prohibit or restrict their future use by User.
As part of the registration process, User shall be issued a unique User ID and Password (“Log-In Information”). To the extent that User may be able to select certain aspects of User’s Log-In Information, such as user id or password, Read Write Digital shall endeavor to assign to User such Log-In Information that is requested by
- USER ACCOUNT. By establishing or maintaining a User Account, or by otherwise accessing and using the Website or the Website Features, User represents and warrant to Read Write Digital that (a) User intends to use the Website and the Website Features as a User, as authorized by the Administrator, to monitor jobs, configure agents and respond to alerts as necessary; or (b) if User has been authorized by the Licensee as an Administrator. Read Write Digital may take all action as it deems appropriate or necessary to verify and confirm the rights and privileges granted to User by Licensee, and Read Write Digital or the Licensee may suspend or terminate User’s access
ofthe Website and/or the Website Features pending Read Write Digital’ confirmation of the rights and privileges granted to User.
User agrees to only access, and attempt to access those sections of the Website and the Website Features that are designated for access based on the status of User.
a affiliateworking on behalf of the Organization and recognized as such by the Organization. If applicable, User’s rights to use the Software and the Services are strictly limited based on the User’s privileges and rights with respect to the Agents and Jobs as granted by the Administrator or Read Write Digital, as described in Section 4 above.
- USER SUBMISSIONS. User hereby grants Read Write Digital a transferable, sub-licensable, royalty-free, non-exclusive,
- READ WRITE DIGITAL CONTENT. All Read Write Digital Content is either owned by
- MODIFICATIONS. Read Write Digital reserves the right at any time, without notice to User, (a) to modify or upgrade the Software; (b) to modify or alter any Read Write Digital Content or Services; (c) to remove and delete any Read Write Digital Content, and (d) to suspend or discontinue (permanently or temporarily) any portion, tool, feature, or component of the Website and/or the Website, the Software and the Services. Read Write Digital shall not be liable to User for taking any of the foregoing actions described in this Section 8.
- USER INFORMATION. In connection with User’s use of the Website and the Website Features, User may be requested to disclose personal information about User, including name, address, e-mail address, and other identifiable or non-identifiable information that may be required or requested (“User Information”). Although submission of User Information is voluntary, the failure to provide complete User Information may limit the functionality of the Website or the Website Features. Registration Information and User Information is subject to the terms of
- PROHIBITED ACTS. User shall not permit their account to be utilized for and shall not themselves:
- use the Software or the Services in any manner that is in violation of any applicable Laws or any rights of any third party (“Third Party Rights”)
- upload, post, e-mail, transmit, distribute, submit, or otherwise make available via the Website or utilizing the Software or the Services, any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication, or engage in spamming or flooding.
- copy, crawl, download, upload, post, publish, scrape, transmit, reproduce, distribute or in any way use or exploit any Read Write Digital Content or Organization Data for professional or commercial purposes.
- attempt to gain access to the account of any Third-Party User, or any other account other than User’s User Account.
- copy, modify, create derivative works of the Software, or use modified versions of the Software not provided by
- decompile, disassemble, reverse engineer, or otherwise attempt to obtain the source code of the Software, or its structure, internal design, organization, algorithms, or encryption devices.
- sell, rent, publicly display, distribute, make available for public use, reproduce, duplicate, copy, trade, resell, or exploit for any commercial or professional purposes the Software, the Services, Organization Data, and any Read Write Digital Content, or any part or portion of any of the foregoing.
- attempt to access and use the Software or any of the Services by any means other than through the interface that is provided by
ReadWrite Digital for use in accessing and using the Software and the Services.
- LINKS TO THIRD-PARTY SITES. Portions of the Website may provide hyperlinks, framing or other click-thru access to websites owned and operated by parties other than
ReadWrite Digital (“Third-Party Sites”). Read Write Digital provides such links to Third-Party Sites solely as a convenience to User, and accepts no responsibility for, and expressly disclaims any warranties or liability relating to, the accuracy, relevancy, copyright compliance, legality, or decency of materials displayed on, or contained in, any Third Party Site. User’s access and use of any Third Party Site is at User’s sole risk and will be governed solely by the terms and conditions, notices, policies and guidelines posted on such Third-Party Site. Read Write Digital encourages User to review the terms and conditions and any privacy statements posted on a Third Party Site, or to contact the operator of a Third Party Site, prior to using,or providing any personal or financial information on such Third-Party Site.
- DISCLAIMER OF WARRANTIES. USER’S ACCESS AND USE OF THE WEBSITE AND THE WEBSITE FEATURES IS AT USER’S SOLE RISK. READ WRITE DIGITAL MAKES NO REPRESENTATIONS OR WARRANTIES TO USER WITH RESPECT TO THE WEBSITE AND THE WEBSITE FEATURES. THE WEBSITE, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” READ WRITE DIGITAL AND ALL READ WRITE DIGITAL PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE WEBSITE, THE SOFTWARE AND THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCUARCY ANDEFFORT ISWITH USER.
WITHOUT LIMITING THE FOREGOING EXCLUSIONS, READ WRITE DIGITAL DOES NOT REPRESENT OR WARRANT THAT: (A) THE WEBSITE AND THE SOFTWARE (AND/OR ANY SOFTWARE, SERVER, COMPUTER, HARDWARE, OR NETWORK RELATING TO THE OPERATION, OR HOSTING OF, THE WEBSITE AND THE SOFTWARE) (i) CAN BE ACCESSED BY USER WITHOUT INTERRUPTION; (ii) WILL BE FREE OF VIRUSES, ERRORS, OR HARMFUL COMPONENTS; (iii) WILL BE DELIVERED TIMELY OR SECURELY; OR (iv) IS RELIABLE; (B) ANY READ WRITE DIGITAL CONTENT OR ORGANIZATION DATA IS ACCURATE, COMPLETE, OR RELIABLE OR CAN BE SAFELY DOWNLOADED TO USER’S COMPUTER HARDWARE, SYSTEMS, OR NETWORKS; OR (C) THAT THE WEBSITE, THE SOFTWARE AND THE SERVICES ARE DESIGNED TO MEET ALL OR ANY OF USER’S REQUIREMENTS.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL READ WRITE DIGITAL OR ANY READ WRITE DIGITAL PARTY BE LIABLE TO USER FOR ANY INJURY, LOSS, OR DAMAGE OF ANY KIND WHATSOEVER ARISING OUT OF, OR RELATING TO, DIRECTLY OR INDIRECTLY, (A) USER’S ACCESS OR USE OF THE WEBSITE, THE SOFTWARE
andthe Services may result in (i) the removal and deletion of User’s User Account, Registration Information and User Information; (ii) the removal and deletion of all User Submissions; and (iii) the restriction of User’s ability to access any User Submissions.
- TRADEMARKS AND PROPRIETARY NOTICES. All product names, trademarks, service marks, brands, design marks, slogans, logos, designs, trade dress
andtrade names posted or appearing on the Website, including but not limited to:
Read Write Digital™
Data Integration Service™
and whether or not appearing in large print or with the trademark symbol, are trademarks of
Read Write Digital may affix or display proprietary notices on the Website or within the Website, the Software
- GENERAL PROVISIONS.
Consent to Receive Electronic Communications. User consents to receive Communications electronically from
Waiver. No waiver by