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RIVIR is a membership-based platform and database established and maintained by The Data Council, LLC ( “Data Council”) that allows its members access to independently verified and standardized product information through its online information exchange. RIVIR is a trademark and service of The Data Council.
Data Council requires that before any person may provide information to be included in RIVIR or gain access to the information maintained and supplied by Data Council, such person must become a member of RIVIR (each, a “Member” and the rights associated therewith, the “Membership”). Classes of members include: vendors/suppliers, brokers, distributors, and retailers (each, a “Class”). As a condition for acceptance of Membership, each Member accepts and agrees to be bound by the Rules, Regulations and Conditions set forth below, including any appendices that may be attached hereto (the “Rules”).
Subject to the Rules each Member understands and agrees:
1. That The Data Council owns, operates and maintains the RIVIR database.
2. That the Member shall be entitled to all of the rights and privileges due a member in good standing under the Rules.
3. To pay Membership Dues (as defined in the Rules) and other charges for goods and services in accordance with the applicable invoice.
4. THAT ALL MEMBERSHIPS ARE NON-ASSESSABLE, NON-VOTING, NON-PROPRIETARY, NON-TRANSFERABLE and can be terminated at any time at the discretion of The Data Council.
5. That these Rules along with the Membership Agreement (together, the “Agreement”) between the Member and The Data Council is assignable by The Data Council to any successor to the business or assets of The Data Council, but may not be assigned by Member without the written consent of The Data Council.
6. To be bound by the Rules as they exist and as they may from time-to-time be amended or supplemented by The Data Council, subject to the provisions in the Rules, and understands that failure to abide by the Rules may result in termination of all rights as a member.
Section 1. Terms of Membership.
(a) Access to Database and Information – General.
Each Member acknowledges that by agreeing to become a Member within a specified Class, the Member will be granted access to RIVIR and certain information contained therein (“Information”), based on such Class. So long as such Member maintains its status as a Member in good standing, such Member will have access to RIVIR and the Information will be provided as a part of the Membership, subject to the applicable Rules as to the use of the Information. The Member, for itself and its Authorized Users (as defined below), agrees that its access to RIVIR and the Information is subject to the terms and conditions of the RIVIR End-User License Agreement attached hereto as Exhibit A (the “License Agreement”), and it shall not license, sell, or otherwise transfer, deliver, give or provide access to RIVIR or to any of the Information to any person or entity which is not a Member, except for:
Member further acknowledges it will receive access to certain Information (“Subscribed Data”) provided to The Data Council for inclusion in RIVIR from certain third-party founding members of RIVIR, and Member agrees (i) to use such Subscribed Data for its internal use only, (ii) not to create any derivative works or combine such Subscribed Data with any other database or system except for RIVIR, (iii) not to disclose the Subscribed Data to any third parties, except for certain permitted uses as determined by The Data Council, and (iv) not to determine the group, category, subcategory hierarchy of such Subscribed Data, which Subscribed Data will be identified as such.
Based on Membership Class. The provisions of this Section 1 notwithstanding, each Member shall have access to the Information as follows:
TDC respects the privacy of visitors to our Website. Please see TDC’s Privacy Policy and Cookie Policy relating to the collection and use of your information. User acknowledges and agrees that this Privacy Policy and Cookie Policy, including but not limited to the manner in which TDC collects, uses and discloses User’s personally identifiable information, are incorporated and made part of these Terms of Use. If User does not agree to each and every part of TDC’s Privacy Policy and Cookie Policy, then User should not use this Website or submit or post any personally identifiable information on this Website. Questions regarding privacy issues should be directed via e-mail to [email protected]
User expressly agrees that use of TDC’s Website and service is at User’s sole risk. Neither TDC, nor its affiliates, nor any of their officers, directors, or employees, agents, third-party content providers, merchants, sponsors, licensors (collectively, “Providers”), or the like, warrant that websites affiliated with TDC, including but not limited to this Website, will be uninterrupted, error-free, or free of viruses, worms, Trojan horses, keyboard loggers, spyware, adware, malware, harmful or malicious code, or other defects. The information, products and services published on this Website may contain inaccuracies or typographical errors. The Providers make no warranty as to the results that may be obtained from the use of TDC’s Website or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through TDC’s Website.
a. Disclaimer of Warranties
THIS WEBSITE IS PROVIDED BY TDC ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TDC AND THE PROVIDERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED AND STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. TDC SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SITE. TDC AND THE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, SECURITY OF THE WEBSITE, THE AVAILABILITY OF ANY SERVICES OFFERED ON OR THROUGH THE WEBSITE, INCLUDING E-MAIL, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THIS WEBSITE. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES IS AT YOUR SOLE RISK.
NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY TDC NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, OR THE LIKE, SHALL CREATE A WARRANTY OF ANY KIND; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
b. Limitation of Liability
TDC DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE TDC WEBSITE OR ANY RELATED SERVICES. THE OPERATION OF THE TDC WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS WITHIN OR OUTSIDE THE CONTROL OF TDC.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TDC AND THE PROVIDERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE THIS WEBSITE AND/OR ANY HYPERLINKED WEBSITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF TDC OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATION OF THIS PARAGRAPH SHALL APPLY NOTWITHSTANDING ANY RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THIS WEBSITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, 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 TDC’S RECORDS, PROGRAMS, OR SERVICES, AND WHETHER OR NOT TDC AND/OR ANY OTHER PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE TDC WEBSITE.
SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE TDC SERVICES, FROM INABILITY TO USE THE TDC SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE TDC SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE TDC WEBSITE OR A HYPERLINKED WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THIS WEBSITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES IS AT YOUR SOLE RISK.
c. Indemnification
You agree to defend, indemnify, and hold TDC, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your (i) use of and access to the site, (ii) violation of these Terms of Use, or (iii) violation of any third party right, including, without limitation any trademark, copyright or other proprietary or privacy right.
This Website contains several links to other websites. These websites are not under the control of TDC, and the existence of a link on TDC’s Website does not imply any endorsement of the linked websites by TDC or any affiliation between TDC and the owners of the linked websites. TDC makes no representations or warranties, and disclaims all liability, relating to the accuracy, content, terms of use, privacy policies, products, services, legality, reliability, viewpoint, accuracy, currency, decency, or any other aspect of the linked websites. You agree that TDC has no responsibility to you with respect to such material. Visitors to other websites are encouraged to examine the privacy policies and/or terms of use policies of that website.
The User agrees to use the TDC Website and any e-mail services provided through this Website only for lawful purposes. Unacceptable uses of the Website include without limitation: (i) engaging in any illegal activity or the planning of any illegal activity; (ii) disseminating or transmitting statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) creating, disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity or other intellectual property rights of any person; (iv) creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication; (v) exporting, re-exporting or permitting the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Website or any other computer network; (vii) disseminating or transmitting viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program; or (viii) engaging in any other activity deemed by TDC to be in conflict with the spirit or intent of this Website.
The TDC Website can be accessed from locations around the world. TDC makes no representations that this Website or the Materials available through it are appropriate for use at other locations outside the United States. Access to this Website from locations where this Website or any of its Materials are illegal is prohibited. If you access this Website from a location outside the United States, you are responsible for compliance with all local and/or international laws.
Any dispute relating in any way to your visit to TDC’s Website shall be submitted to confidential arbitration in Irvine, California, except that, to the extent you have in any manner violated or threatened to violate TDC’s intellectual property rights, TDC may seek injunctive, equitable, or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of JAMS (www.jamsadr.com). The arbitrator’s award, including attorneys’ fees, shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use, Privacy Policy, or Cookie Policy shall be joined to an arbitration involving any other party subject to these Terms of Use, Privacy Policy, or Cookie Policy, whether through class arbitration proceedings or otherwise.
This Website is hosted by TDC in the State of California. As such, by visiting TDC’s Website, even if accessed from a location outside the United States, you agree that the laws of the State of California will govern these disclaimers, Terms of Use, Privacy Policy, and Cookie Policy, without giving effect to any principles of conflicts of laws. TDC reserves the right to make changes to its Website and these disclaimers, Terms of Use, Privacy Policy, and Cookie Policy at any time. You hereby irrevocably and unconditionally consent to jurisdiction in the State of California.
These Terms of Use constitute the entire agreement between you and TDC with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use, Privacy Policy, or Cookie Policy will be effective only if in writing and signed by TDC.
The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
Date Last Modified: May 2021
These Terms of Use may be changed at any time, without prior notice to you. You should, therefore, periodically visit this page to review the current Terms of Use so you are aware of any such revisions to which you are bound.
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