This End User License Agreement (“EULA or AGREEMENT”) covers all users that obtain access to, view and use this Product and its related Products. This copy of “Run Ticket Clearinghouse Exchange” and its associated products, mobile apps and its website (“the Software Product”, “Software”, “Product” or “Website”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, patents, pending patents, as well as laws and treaties related to other forms of intellectual property. The Licensor, Run Ticket Clearinghouse Exchange LLC, DBA RtChex, or its subsidiaries, affiliates, and suppliers (collectively “RTCHEX”) owns intellectual property rights in the Software Product and in its Website. The Licensee’s (“Customer”, “User”, “you” or “your”) license to download, use, copy, access, or change the Software Product is subject to these rights and to all the term and conditions of this End User License Agreement (“Agreement”).
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY ACESSING THIS PRODUCT ON RTCHEX WEBSITE OR BY INSTALLING, USING, DOWNLOADING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO ACCESS, DOWNLOAD, INSTALL, USE OR COPY THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS, DOWNLOAD, INSTALL, USE OR COPY THE SOFTWARE PRODUCT.
RTCHEX grants you and you accept a limited, personal, nonexclusive, nontransferable, non-assignable license to use the Software Product for your commercial use. This EULA grants you the right to access and/or install and use the Software Product on computer and mobile devices or access the Website. However, the Software Product may not be used by any individual or entity other than you. Your authorization to access or use of this product is exclusive to you and is not to be shared; each User is required to get their own access code and authorization to use this Product or Website.
The Software Product and Website are licensed as a single product. Its component parts may not be separated for use on more than one computer or device except as expressly provided for by RTCHEX and in no case may the component parts be used independently in association with another software program unless expressly permitted in writing by RTCHEX.
Without first obtaining the express written consent of RTCHEX, you may not assign your rights and obligations under this agreement or redistribute, provide access to, encumber, sell, rent, lease, sublicense or otherwise transfer your rights to the Software Product. You are permitted and agree to only distribute the Software Product within your own company, with company representatives and/or with contractors that work specifically for your company as company employees. You are allowed to share access to the Software or Program or Website of its Transactional Data only with your employees and Customers (i.e. producers, transporters, petroleum marketers, end markets). All other vendors that may provide services to your company (oil tax revenue preparation service providers, outside accountants or government reporting agencies) are not permitted to access the Product or Website except through an API link provided within the RTCHEX website to User or your company’s vendors. This API link provides only a limited access to a portion of the Product or Website and is allowed only with the understanding that these vendors are bound by and adhere to this same EULA. You, your representatives and contractors agree not to distribute, provide access to or demonstrate the Software Product or Website with any company, individual or other entity that offers similar services or any other entity that may or are trying to create similar services to the services being provided by the Software Product or Website.
You may not decompile, disassemble, change (add, delete or modify), or otherwise attempt to derive the source code for this product or other resources in the compiled assembly. You shall not permit your affiliates or any third party to translate, reverse engineer, decompile, recompile, update, or modify all or any part of the Software Product or Website or to merge the Software Product into any other software, or attempt to bypass any license validation process, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation or with the expressed written consent of RTCHEX.
During the term of services, you will provide RTCHEX with certain transaction data ("Transaction Data") that will be processed by RTCHEX and used to generate data and reports ("RTCHEX Information"). As between you and RTCHEX, you will retain ownership of the Transaction Data. As between you and RTCHEX, RTCHEX will retain ownership of the RTCHEX Information and Product. You agree that RTCHEX Information provided by RTCHEX pursuant to this agreement is proprietary to RTCHEX and is provided to you for your internal use only. You agree that you will not disclose any of the RTCHEX Information to any third party. You agree that RTCHEX may provide your customers ("Customers") with customized reports and data that are derived from your Transaction Data. You are authorized to use the reports and data derived from your Transaction Data for internal use only. You are expressly forbidden to share, transmit, export, upload or make available any and all data associated or produced by use, access or licensing of the Software Product or Website, its reports or its functionalities.
All patents, copyrights, circuit layouts, mask works, trade secrets, and other proprietary rights in or related to the Product and owned by RTCHEX are and will remain the exclusive property of RTCHEX, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Software is used or licensed. You will not take any action that jeopardizes RTCHEX’s proprietary rights or acquire any right in the Software Product. Unless otherwise agreed on a case-by-case basis, RTCHEX will own all rights in any copy, translation, modification, adaptation, or derivation of the Software Product, including any improvement or development thereof. You will obtain, at RTCHEX’s request, the execution of any instrument that may be appropriate to assign these rights to RTCHEX or perfect these rights in RTCHEX’s name.
RTCHEX provides no guarantees of bug fixes, enhancements, modifications, improvements, maintenance or any other changes to the Software Product as it is currently provided to you. Support by email, phone, chat, or any other method is not guaranteed though RTCHEX will strive to assist all users of the program to the best of RTCHEX’s ability.
For purposes of this agreement the term "Service" means interactive computer services including: (i) access to the Software Product with lease run ticket and/or water ticket management capabilities; (ii) the monitoring and operations of system; (iii) downloadable device application for smart phone, tablet or other mobile device; (iv) support to your designated users; (v) access to standard reports (vi) access to the Website (vii) data security, back up, and maintenance. You are responsible for all other necessary hardware, software, devices (smart phones), wireless mobile service, internet service, etc. to fulfill connectivity to RTCHEX's services.
The term of this agreement is for thirty (30) days and then month to month thereafter. Without prejudice to any other rights, RTCHEX may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software Product and all of its component parts, and disable your access to the Website. In addition, RTCHEX may cancel any license to use the Software Product at any time based on a reasonable suspicion of fraud or other breach of this EULA or for lack of payment. You may terminate your use of RTCHEX at any time. In such event, you must destroy all copies of the Software Product and all of its component parts. Further upon and from the date of termination User agrees to be bound by the terms of the Confidentiality clause of this Agreement (paragraph 14) for a term of three (3) years and User agrees to pay for the use of all services used within RTCHEX up to the official date of termination of the EULA.
Pricing for the use of the Product by each party is defined in a separate but related agreement referred to as RtChex Usage Agreement. Each User of the Product will enter into one of these agreements.
RTCHEX reserves the right to collect information about your computer(s) and usage to prevent fraud or piracy and for RTCHEX’s own analysis and protection. Unless specifically requested otherwise, you agree that RTCHEX may list you as a customer of RTCHEX on RTCHEX’s website.
The Software Product and Website have U.S. patents and a patent pending and are protected by copyright laws, as well as other intellectual property laws and treaties. All title and intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets and other intellectual property rights in and to the Software Product and any copies thereof are owned by RTCHEX. All title and intellectual property rights in and to the content which may be accessed through use of the Software Product or Website is the property of RTCHEX and may be protected by applicable patent law, copyright or other intellectual property laws and treaties. All rights not expressly granted are reserved by RTCHEX. All title and copyrights in and to the Software Product and Website (including but not limited to any images, photographs, clipart, libraries, and examples incorporated into the Software Product), any accompanying printed materials, and any copies of the Software Product are owned by RTCHEX. The Software Product is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software Product like any other copyrighted material. The licensed users or licensed company can use all functions, example, templates, clipart, libraries and symbols in the Software Product to create new diagrams, documents or the like and to distribute the diagrams and other documents internally or with Customers.
User hereby agrees and acknowledges that during the term of this Agreement, User will have access to and will be entrusted with detailed proprietary and confidential information concerning the Product and Website, and agrees that the disclosure of any such confidential information to any person, corporation, entity or the general public would be highly detrimental to the interests of RTCHEX. User acknowledges and agrees that the right to maintain the confidentiality of such confidential information constitutes proprietary rights which RTCHEX is entitled to protect.
With the exception that if confidential or secret information which is, at the commencement of the term of this AGREEMENT or at some later date, becomes publicly known under circumstances involving no breach of this AGREEMENT, or if the user is required by applicable law or by a governmental authority to disclose such confidential information, provided that RTCHEX is given reasonable advance notice of the requirement to disclose such information, so that is may seek adequate protective orders.
The User acknowledges that in the event of an unauthorized disclosure of confidential information, the damages incurred could cause irreparable harm and significant injury to RTCHX due to the disclosure of any of its confidential information and that it may be difficult if not impossible to ascertain, and that as such RTCHEX may seek and obtain specific performance and/or injunctive relief (without the posting of any bond and without proof of actual damages) as well as monetary damages against any User that breaches this AGREEMENT, and with the understanding that money damages may not be a sufficient remedy for any breach of this AGREEMENT.
A party receiving confidential information under this AGREEMENT shall be liable to the disclosing party for any use or disclosure of information in violation of this AGREEMENT by any of the receiving party’s representatives or any other party that the information was passed on to by that Party or where the receiving party allowed unauthorized access to the disclosing party’s information, Product or Website to an unauthorized party.
RTCHEX expressly disclaims any warranty for the Software Product. The Software Product and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. It is your responsibility to verify the correctness of all computations performed using the Software Product and to accept responsibility and liability for any and all reports or other documents created using the Software Product. RTCHEX makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. RTCHEX makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTIBILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. RTCHEX WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
In no event shall RTCHEX be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product. RTCHEX shall not be liable for any damages to you as a result of temporary service outages. During service outages, the Software Product may be inaccessible, inoperable or lack certain functionalities. No refunds or credits will be given for the lack of accessibility or operability of the Software Product during service outages. Changes to your computer hardware or software may unintentionally or otherwise create operational incompatibilities with the use of the Software Product. While you may contact RTCHEX during business hours to request assistance with the compatibility issue, no guarantee is given and no guarantee of the time frame that it will take to resolve the issue is provided. No refunds or credits will be given for the lack of accessibility or operability of the Software Product as a result of any changes made by you to your computer hardware or software or of those changes that are made by your mobile service provider or to your mobile equipment hardware or software. RTCHEX does insure you that RTCHEX is interested in being part of a prompt solution to any issues you may encounter. UNDER NO CIRCUMSTANCES SHALL RTCHEX, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF RTCHEX OR ANY OTHER PARTY, EVEN IF RTCHEX IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS RTCHEX’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Your remedy for a breach of this agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of RTCHEX. RTCHEX reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by RTCHEX to have been caused by you.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS RTCHEX AND ITS SUPPLIERS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS OR DEMANDS AND RESULTING LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES, (INCLUDING REASONABLE ATIORNEYS FEES) (COLLECTIVELY, "CLAIMS") OF WHATEVER NATURE OR KIND ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OF THE SERVICE BY YOU OR ANY AUTHORIZED USER, (2) ANY ACTS OR OMISSIONS BY YOU, AN AUTHORIZED USER, OR ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU IN THIS AGREEMENT. RTCHEX AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS YOU FROM AND AGAINST ANY CLAIMS OF WHATEVER NATURE OR KIND ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF A PROVISION OF THIS AGREEMENT BY RTCHEX. A PARTY'S OBLIGATION TO INDEMNIFY ANOTHER PARTY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
RTCHEX represents that any software it is providing hereunder does not infringe upon any copyright or any other intellectual property right of any third party or patient and further agrees that any software provided to you by RTCHEX will be in compliance with the terms of this AGREEMENT and with all applicable laws and regulations, including without limitation, copyright, trademark, and export control laws. You expressly agree not to export or re-export the Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Product to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges. You agree to only use this software and program within the United States, Mexico and Canada, unless prior written permission is provided by RTCHEX.
RTCHEX agrees to store and facilitate the transmission of your information to RTCHEX from you and to you from RTCHEX, as part of the service. RTCHEX agrees to use commercially reasonable efforts to maintain the privacy of your Information transmitted to and from you. Except as explicitly-required by law, RTCHEX agrees not to permit access to or otherwise disclose your information to a third party without your written consent. You agrees that neither RTCHEX nor its suppliers will, under any circumstances, be held responsible or liable for instances in which your Information stored or communicated through the Product is accessed by third parties through illegal or illicit means; including without limitation situations in which your information is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to RTCHEX at the time) that may exist, except in the case of RTCHEX's gross negligence or willful misconduct.
Except for your payment obligations, neither party will be liable to the other party for delays or failures to perform under this agreement to the extent that any such delays or failures result from any Force Majeure events beyond the reasonable control of the party affected, e.g., strikes, inclement weather, acts of God or acts of war.
No failure or delay on the part of either party in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this agreement may be waived except in a written document signed by the party granting such waiver.
If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
This Agreement may be modified from time to time by RTCHEX. You acknowledge that the terms and conditions of the Agreement are subject to change without notice. This Agreement supersedes all prior agreements between the parties covering the subject Product and Website.
You must comply with all applicable laws regarding use of the Software Product.
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of laws, rules or principles, and each party submits to the jurisdiction of the courts of Utah for the interpretation and enforcement of this Agreement. That said should the User enter into a RtChex Usage Agreement wherein that agreement it states a different legal jurisdiction then in that case the jurisdiction listed in the RtChex Usage Agreement would prevail.
Should a party breach any provision of this Agreement and should the non-breaching party employ an attorney to enforce such provision and/or collect damages for such breach, then the breaching party (and its surety, if any) agrees to pay the non-breaching party such reasonable attorneys’ fees and costs of litigation as the non-breaching party incurred with respect thereto.
The User agrees that it has had the opportunity to review this Agreement and seek advice of counsel and that this Agreement is deemed to be equitable for both User and RtChex.
You agree that you have been provided an opportunity to review the document prior to entering into the Website and prior to using the Product. You acknowledge and agree that by signing into the Website with your pin, password or credentials that you are providing your electronic signature that signifies your approval and agreement to abide by all of the terms and conditions of this RtChex EULA and to all of the foregoing texts, and that you understand that you are entering into a legally binding contract. Your continued access into and use of the Software Product and Website constitutes your continued acceptance of all of the terms and conditions of this EULA.