TERMS OF USE

Last Updated: December 5, 2014

These Terms of Service (“Terms”) govern your access to, and use of, the websites, mobile applications and other products and services (collectively, the “Services”) that are provided by RANE Corp (“RANE,” “we” or “us”).

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SERVICES. IF YOU ARE ENTERING INTO THESE TERMS IN YOUR WORK OR BUSINESS CAPACITY OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL ALSO REFER TO THE COMPANY OR ENTITY WHICH YOU REPRESENT OR ARE EMPLOYED BY, ITS AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE ON YOUR OWN BEHALF AND, AS APPLICABLE, ON BEHALF OF THE COMPANY OR ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

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.

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, by providing notice through the Services, or by updating the “Last Updated” date at the top of these Terms. Your continued use of the Services 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 Services. If you do not agree to any amended Terms, you must immediately stop using the Services.

1. Privacy Policy

Please refer to our Privacy Policy at https://www.ranenetwork.com/privacy for information about how RANE collects, uses, and discloses information about our users.

2. Eligibility, Registration, and Account

The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Services; (c) do not have more than one online account with RANE; and (d) have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party.

In order to access and use certain areas or features of the Services, you will be required to register for an online account to log into the Services. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim account names, or to take other reasonable action as necessary, on behalf of any business or individual that holds legal claim, including trademark rights, in a name.

In consideration of your use of the Services, you agree to (w) provide accurate, current and complete account information; (x) maintain and promptly update your account information; (y) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to RANE; and (z) promptly notify RANE if you discover or otherwise suspect any security breaches related to the Services.

3. Additional Terms; Transfer and Processing of Data

In the event that you choose to purchase a subscription to the Services or to apply to promote or offer your services as an “expert” through the Services (either individually or on behalf of your employer), you will be subject to additional terms such as the terms contained in the applicable subscription agreement or expert agreement you or your employer executes with RANE, which are incorporated herein by this reference. In the event of any conflict between these Terms and such additional terms, the additional terms shall govern.

Further, your business dealings, engagements and correspondence with “experts” or any other users of the Services, and any terms, conditions, warranties or representations associated with such dealings, engagements and correspondence, are solely between you and such “experts” or other users. You acknowledge and agree that RANE is not responsible or liable in any manner for any loss or damage of any sort incurred as the result of any such dealings, engagements or correspondence. Users use any information or materials created or provided by such “experts” or other users at their own risk.

By accessing and using the Services, you agree to the processing and transfer of information in and to the U.S. and other countries.

4. Copyright and Limited License

Unless otherwise indicated on the Services or by RANE, the Services and all content and other materials therein, including, without limitation, 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 or users and are protected by U.S. and international copyright laws. For the purposes of these Terms, Content does not include articles or other materials submitted by “experts” for publication or distribution through the Services. Such articles and other materials will be governed by the applicable terms in the expert agreement executed between the “expert” or his or her employer and RANE.

You are hereby granted a limited, non-transferable, non-exclusive, non-sublicenseable license to access and use the Services and Content; however, such license is subject to these Terms and does not include (a) any resale or commercial use of the Services or the Content therein; (b) the distribution, public performance, or public display of any Content; (c) modifying or otherwise making any derivative uses of the Services or the 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 Services, the Content, or any information contained therein, except as expressly permitted on the Services; and (f) any use of the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. 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 shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

Notwithstanding anything to the contrary in these Terms, the Services 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.

5. Trademarks

“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 Services 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 or the applicable trademark holder. You may not use any metatags or other “hidden text” utilizing “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 Services, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/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 Services are the property of their respective owners. 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.

6. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Services 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 Services 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 Services, the content of any text or the layout/design of any page or form contained on a page on the Services without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of RANE or any third party.

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 Services, or websites linking to the Services. 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 Services, 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 Services.

7. Third-Party Content

RANE may provide third-party content on the Services and may provide links to web pages and content of third parties (collectively, “Third-Party Content”) as a service to those interested in this information. RANE does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that RANE is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.

8. Advertisements and Promotions; Third-Party Products, Services and Promotions

RANE may display advertisements and promotions from third parties on the Services or may otherwise provide information about or links to third-party products or services on the Services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. RANE is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of third-party information on the Services.

9. User Content

The Services may include interactive features and areas that allow users to create, post, transmit or store content, including but not limited to text, music, sound, photos, videos, graphics, code, items or other materials (collectively, “User Content”). You understand that your User Content may be viewable by other users of the Services or by the public. You agree that you are solely responsible for your User Content and for your use of such interactive areas, and that you use them at your own risk.

By using the interactive areas of the Services, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:

  • User Content that is untruthful, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including but not limited to any copyright law;
  • User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
  • User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • User Content that references or depicts brands, products or services to which you have a material connection (such as if you are an employee, paid blogger or recipient of free products or services) but that does not contain a clear disclosure of your material connection to such brands, products or services. At RANE’s request, you agree to provide any supporting information or documentation related to your User Content;
  • Unsolicited promotions, political campaigning, advertising or solicitations;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • Viruses, corrupted data or other harmful, disruptive or destructive files; or
  • User Content that, in the sole judgment of RANE, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose RANE or our users to any harm or liability of any type.

You further agree that you 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 on the Services. You agree that you will abide by these Terms and will not:

  • Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
  • Send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters or pyramid schemes, or harvest or collect the email addresses or other contact information of other users from the Services for the purpose of sending spam or other commercial messages;
  • Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
  • Reverse engineer any aspect of the Services 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 Services (except as otherwise expressly permitted by law);
  • Use or attempt to use another user’s account without authorization from such user and RANE;
  • Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access;
  • Engage in any harassing, intimidating, predatory or stalking conduct;
  • Develop any third-party applications that interact with User Content and the Services without our prior written consent; or
  • Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates these Terms.

RANE is not responsible or liable for the conduct of, or your interactions with, any users of the Services (whether online or offline), nor is RANE responsible or liable for any associated loss, damage, injury or harm. Enforcement of these Terms is solely in RANE’s discretion, and the absence of enforcement of these Terms in some instances does not constitute a waiver of RANE’s right to enforce these Terms in other instances. At the same time, RANE encourages you to report User Content that violates these Terms by completing and submitting our “Contact Us” form available on the Services. If you are logged into your online account, you also may report any concerns directly to RANE about User Content by utilizing the “Report” hyperlink on the Expert and Subscriber profile pages. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms. As a provider of interactive services, RANE is not liable for any statements, representations or User Content provided by our users through the interactive area of the Services. Although RANE has no obligation to screen, edit or monitor any User Content, RANE reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.

Any use of the Services in violation of these Terms may result in, among other things, termination or suspension of your rights to use the Services.

10. Rights in User Content

You retain all ownership rights in the User Content you submit to RANE. By submitting or posting User Content on the Services, you grant RANE a non-exclusive, royalty-free, perpetual and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content in connection with the Services.

By submitting or posting User Content through the Services, you represent and warrant that (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content that you post or you otherwise have all necessary rights to post such User Content to the Services; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule or regulation.

11. Feedback

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about RANE and the Services (collectively, “Feedback”). Feedback, whether submitted through the Services or otherwise, is non-confidential and shall become the sole property of RANE. RANE shall own exclusive rights, including all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

12. Indemnification

You agree to defend, indemnify and hold harmless RANE and our partners, independent contractors, service providers and consultants and our 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 of the Services; (b) your purchase of a subscription to the Services; (c) your interactions, relationships or correspondence with “experts” or other users of the Services; (d) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Services; (e) any Feedback you provide; (f) your violation of these Terms; and (g) your violation of the rights of another.

13. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY RANE, THE SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. RANE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, RANE DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES OR OTHERWISE PROVIDED BY “EXPERTS” IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

RANE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS ON THE SERVICES OR IN THE CONTENT. WHILE RANE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, RANE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ITS WEBSITES OR 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 Services and to modify, suspend or discontinue the Services or any features or functionality of the Services 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.

14. Limitation of Liability

IN NO EVENT SHALL RANE OR THE RANE PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, 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 SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, 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 SERVICES. IN NO EVENT SHALL 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 SERVICES OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO RANE FOR ACCESS TO OR USE OF THE SERVICES.

15. Modifications to the Services

RANE reserves the right to modify or discontinue, temporarily or permanently, the Services 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 Services or any part thereof.

16. Applicable Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH RANE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM RANE.

You and RANE agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and RANE are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and RANE agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to RANE shall be sent to: RANE Corp, 160 Varick Street, 5th Floor, New York, NY 10013. You and RANE further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in New York, New York; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in the Borough of Manhattan, New York have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of New York and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND RANE WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

17. Termination

Notwithstanding any of these Terms, RANE reserves the right, without notice and in our sole discretion, to terminate your right to use the Services, or any portion of thereof, and to block or prevent your future access to and use of the Services or any portion thereof.

18. Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.