2River User Agreement

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND 2RIVER CONSULTING, LLC (“We” or “2River”). YOU SHOULD FIRST READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (the or this “EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE 2RIVER SOLUTION (“2RIVER SOLUTION”). 2RIVER IS WILLING TO LICENSE THE USE OF THE 2RIVER SOLUTION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA OR IF YOU HAVE NOT GAINED ACCESS TO THE 2RIVER SOLUTION PURSUANT TO THE EXECUTION OF A MASTER SERVICE AGREEMENT AND APPLICABLE STATEMENT OF WORK WITH 2RIVER, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE 2RIVER SOLUTION AND ARE INSTRUCTED TO EXIT THE 2RIVER SOLUTION IMMEDIATELY.

TERMS AND CONDITIONS
1. LICENSE GRANT. The 2River Solution is provided by 2River, and this EULA provides to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the 2River Solution conditioned on your continued compliance with the terms and conditions of this EULA. If You are using the 2River Solution on behalf of a company or other form of legal entity, please note that such a company or entity must have a separate agreement with 2River regarding access and usage privileges for the 2River Solution, including, without limitation, a Master Services Agreement. Notwithstanding the foregoing, your use of 2River Solution will also be subject to the terms and conditions of this EULA.

2. RESTRICTIONS. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the 2River Solution. Moreover, You may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the 2River Solution or in any way reproduce or circumvent the navigational structure or presentation of the 2River Solution to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the 2River Solution; (ii) attempt to gain unauthorized access to any portion or feature of the 2River Solution, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the 2River Solution or to any 2River server or to any of the services offered on or through the 2River Solution by hacking, password “mining,” or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the 2River Solution or any network connected to the 2River Solution, or breach the security or authentication measures for the 2River Solution or any network connected to the 2River Solution; (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the 2River Solution; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the 2River Solution or 2River’s systems or networks or any systems or networks connected to the 2River Solution; (vi) use any device, software, or routine to interfere with the proper working of the 2River Solution or any transaction conducted on or through the 2River Solution or with any other person’s or entity’s use of the 2River Solution, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to 2River on or through the 2River Solution; (viii) use the 2River Solution harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the 2River Solution (or any part thereof) without 2River’s express, separate, and prior written permission; or (x) use the 2River Solution in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact 2River.

3. AUTHORIZED USER OBLIGATIONS. You represent and warrant to 2River that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and meet the conditions of an Authorized User as specified herein, (ii) You have all rights and permissions necessary to submit, display, or make available any materials or information submitted to the 2River Solution and have obtained at your sole expense all necessary consents, rights, permissions, and clearances (and provided 2River with reasonable proof thereof (if requested)) required for 2River to use such materials or information in connection with the 2River Solution; and (iii) You have all required permits, licenses, and other governmental authorizations and approvals to use the 2River Solution for your purposes. You also represent that You are able to assume all responsibility for your use, and the results of your use, of the 2River Solution, including meeting any legal or certification standard or any requirements of your contracts with third parties or other persons. You access and use the 2River Solution on your own volition and are responsible for compliance with all applicable laws with respect to your use. In particular, You shall not export the 2River Solution (or access thereto) without complying with such laws, orders, restrictions, or regulations. You also acknowledge and agree that use of the Internet and access to the 2River Solution is solely at your own risk. While 2River has endeavored to create a secure and reliable solution, You should understand that the confidentiality or reliability of any information or material transmitted or stored with the 2River Solution or to/from the 2River Solution over the Internet or other form of global communication network cannot be guaranteed. You must make your own determination as to such issues. You also agree to assume all responsibility for obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the 2River Solution, and maintaining and backing up any of your data notwithstanding any of 2River’s responsibilities. Any support, training, updates, upgrades, storage, security, or maintenance of or for the 2River Solution shall only be available pursuant to the terms and conditions of a separate written agreement with 2River (as agreed to by 2River in its sole discretion).

4. OTHER TERMS AND CONDITIONS. This EULA remains subject to the Master Services Agreement and its exhibits. If there is a conflict between this EULA and the Master Services Agreement, 2River’s Master Services Agreement shall control.

5. AUTHORIZED USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the 2River Solution may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the 2River Solution and to your account. Accordingly, by using the 2River Solution, You agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User’s user name and password. You will immediately notify 2River if You become aware of any loss or theft of your password or any unauthorized use of your user name and password. 2River cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. 2River reserves the right to delete or change a user name or password at any time and for any reason.

6. PRIVACY POLICY. You understand, acknowledge, and agree that the operation of certain areas of the 2River Solution requires the submission, use, and dissemination of various personally identifiable information. Accordingly, if You wish to access and use those areas of the 2River Solution, You acknowledge and agree that your use of the 2River Solution will constitute acceptance of 2River Solution’s personally identifiable information collection and use practices. Please see 2River’s Privacy Policy (2rcg.com/privacy) for a summary of 2River’s personally identifiable information collection and use practices.

7. PROPRIETARY RIGHTS. This EULA provides only a limited license to use the 2River Solution. Except as expressly provided herein, 2River does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, You expressly acknowledge and agree that 2River transfers no ownership or intellectual property interest or title in and to the 2River Solution to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the 2River Solution, unless otherwise indicated, are owned, controlled, and licensed by 2River (or its licensors, affiliates, or subsidiaries) and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Unless otherwise noted, the 2River Solution is Copyright © 2016 2River Consulting, LLC All rights reserved. 2RIVER and all other names, logos, and icons identifying 2River and its programs, products, and services are proprietary trademarks of 2River, and any use of such marks, including, without limitation, as domain names, without the express written permission of 2River is strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

8. FEEDBACK. 2River welcomes your feedback and suggestions about 2River’s products or services or with respect to how to improve the 2River Solution. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to 2River, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to 2River and enable 2River to use such Feedback. In addition, any Feedback received through the 2River Solution will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for 2River to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

9. LINKS TO OTHER SITES. 2River may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by 2River and are maintained by third parties over which 2River exercises no control. Accordingly, 2River expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

10. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY 2RIVER, THE 2River Solution IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. 2RIVER MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE 2River Solution AT ANY TIME AND FOR ANY REASON. OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS EULA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 2RIVER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT 2RIVER DOES NOT WARRANT THAT THE 2River Solution WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD. BECAUSE THE 2River Solution IS BASED ON YOUR RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE 2River Solution IS WITH YOU. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE COMMENCEMENT OF THE INITIAL PERIOD FOR THE 2River Solution AND NO WARRANTIES SHALL APPLY AFTER THIS THIRTY (30) DAY PERIOD.

11. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT 2RIVER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CLAIM, DAMAGE, OR LOSS RESULTING FROM A CAUSE BEYOND 2RIVER’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, TELEPHONE OR GENERAL OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES OR OTHER GENERAL LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. 2RIVER ALSO ASSUMES NO RESPONSIBILITY FOR YOUR FAILURE TO COMPLY WITH ANY APPLICABLE LAW OR REGULATION. YOU ALSO ACKNOWLEDGE AND AGREE THAT 2RIVER WILL NOT BE LIABLE TO YOU, OR ANYONE CLAIMING UNDER OR THROUGH YOU, FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), REGARDLESS OF WHETHER 2RIVER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR INDIVIDUAL RIGHTS DIFFER FROM ANY OBLIGATIONS THAT 2RIVER MAY OWE TO ANY ENTITY PUSRUANT TO A SEPARATE WRITTEN AGREEMENT WITH 2RIVER. ACCORDINGLY, THE ENTIRE LIABILITY OF 2RIVER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS EULA SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

12. GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the District of Columbia, U.S.A. as applied to agreements entered into and completely performed in the District of Columbia. You and 2River each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the District of Columbia for any disputes between You and 2River under or arising out of this EULA. Any claim You might have against 2River must be brought within four (4) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and that each Party has the right to seek attorneys’ fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. 2River makes no representation that the 2River Solution is appropriate or available for use in other locations, and access to the 2River Solution from territories or nations where any aspect of the 2River Solution is illegal is prohibited. You access the 2River Solution on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the 2River Solution.

13. ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the 2River Solution may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. 2River reserves the right to view, monitor, and record activity on the 2River Solution without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the 2River Solution. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the 2River Solution as well as to disclosures required by or under applicable law or related government agency actions. 2River will also comply with all court orders involving requests for such information. In addition to the foregoing, 2River reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the 2River Solution, or any portion of the 2River Solution, in order to protect the 2River Solution, 2River, or 2River’s business.

14. TERM AND TERMINATION. Assuming You or your organization has executed an applicable Master Services Agreement and its respective Statement of Work with 2River for access to the 2River Solution, this EULA and your right to use the 2River Solution will take effect at the moment You click “I ACCEPT” or You install, access, or use the 2River Solution, and is effective until terminated as set forth below or until expired or terminated as set forth in the Master Services Agreement with 2River. This EULA will terminate automatically if You click “I REJECT” or if You or your organization has failed to execute or no longer has in place an active Statement of Work under the Master Services Agreement. In addition, this EULA will also terminate automatically if You fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the 2River Solution, but all applicable provisions of this EULA will survive termination, as identified below. Upon termination, You must destroy all copies of any aspect of the 2River Solution in your possession. In addition to the “Miscellaneous” provision, the provisions concerning restrictions, 2River Solution’s proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, and limitation of liability will survive the termination of this EULA for any reason.

15. MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to 2River, such injury would not be quantifiable in monetary damages, and 2River would not have an adequate remedy at law. You therefore agree that 2River shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, You hereby waive any requirement that 2River post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to 2River to enforce any provision of this EULA. You agree that this EULA is for the benefit of You and 2River as well as 2River’s licensors, affiliates, or subsidiaries. Accordingly, this EULA is personal to You, and You may not assign your rights or obligations to any other person or entity without 2River’s prior written consent. Failure by 2River to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by 2River of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and 2River as result of this EULA or your utilization of the 2River Solution. Headings herein are for convenience only. This EULA, along with 2River’s Privacy Policy, and Master Services Agreement (and its exhibits), represents the entire agreement between You and 2River with respect to use of the 2River Solution, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and 2River with respect to the 2River Solution. Unless otherwise agreed to by 2River, please note that 2River reserves the right to change the 2River Solution or to change the terms and conditions of this EULA by providing You notice or a copy of such revised version of this EULA. Your continued use of the 2River Solution will be conclusively deemed acceptance of any change to this EULA or the 2River Solution. Any new features or enhancements to the 2River Solution, unless otherwise agreed, shall be subject to this EULA.