International Box Office Essentials®
Terms of Service
1. Terms of Service. These Terms of Service (“TOS”) govern your use of the International Box Office Essentials website (the “IBOE Site”) and the data, information and reports available at or obtained from the IBOE Site (collectively, the “IBOE Data”), and by using the IBOE Site, you hereby agree to these TOS for the benefit of Rentrak Corporation (“Rentrak”). If you or the company you work for or are affiliated with (“Your Company”) has entered into an IBOE Agreement, nondisclosure agreement or other agreement with Rentrak with respect to IBOE Essentials (“IBOE Agreement”), that agreement also governs your use of the IBOE Site and the IBOE Data.
2. Use of Site and Data. Rentrak hereby grants you, on the terms of these TOS and the IBOE Agreement (if applicable), the non-exclusive right to access the IBOE Site and view and use the IBOE Data solely for Your Company's internal business purposes. IBOE Data and the IBOE Site are not intended to be used, nor should either be used, (a) in connection with research where the primary use of such data or site is for making investment decisions, or (b) reporting or calculating royalties or other fees based on usage. You shall not have the right the right to display, publish, distribute, disseminate or otherwise make public any IBOE Data without Rentrak's prior written consent. You acknowledge that all IBOE Data is “Rentrak Confidential Information” subject to Section 6 below.
3. Modification of IBOE. Rentrak reserves the right at any time to revise and modify the IBOE Site and the IBOE system and to alter their features, specifications, capabilities and/or functions, without notice to you except as otherwise provided in the IBOE Agreement (if applicable).
4. Termination of Your Rights. Rentrak shall have the right to terminate your rights under these TOS, including the right to access the IBOE Site and/or use the IBOE Data, (i) upon ten (10) days prior written notice for any reason, or (ii) immediately if you breach any of your obligations under these TOS or if Rentrak reasonably determines that you are downloading or have downloaded unusually high amounts of data from the IBOE Site, subject to the provisions of the IBOE Agreement, if applicable. Upon termination, you agree to promptly delete or otherwise remove all IBOE Data from any and all of your computers, and to return to Rentrak or destroy all hard copies of documents and reports containing IBOE Data. If requested by Rentrak, you will so certify in writing.
5. Ownership of IBOE. Rentrak is the exclusive owner of the IBOE Site, the IBOE system and concept, the IBOE Data and all copyright, trademark, patent and other intellectual property rights therein, and nothing in these TOS shall be construed as granting to you or Your Company any intellectual property rights therein. All rights not granted to you or Your Company are expressly reserved to Rentrak. You shall not have the right to sell, sublicense, transfer, or grant any rights in IBOE or any IBOE Data to any third party.
6. Confidentiality. You agree that you will use Rentrak Confidential Information (as defined below) only for your or Your Company's internal business purposes only to the extent necessary for such purposes and will restrict disclosure of the Rentrak Confidential Information to Your Company's employees, consultants or independent contractors with a need to know and will not disclose any Rentrak Confidential Information to any third party without Rentrak's prior written approval. Notwithstanding the foregoing, it will not be a breach of these TOS for you to disclose Rentrak Confidential Information if required to do so under law or in a judicial or other governmental investigation or proceeding, provided Rentrak has been given prior notice and you have sought all available safeguards against widespread dissemination prior to such disclosure. As used in these TOS, the term "Rentrak Confidential Information" refers to: (i) any and all IBOE Data and any other nonpublic information accessible by logging on to the IBOE Site; (ii) any IBOE user manuals provided to you; and (iii) Rentrak's trade secrets, business plans, strategies, methods and/or practices that are not generally known to the public. Notwithstanding the foregoing, Rentrak Confidential Information specifically excludes: (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault by you; (B) information that is known to you without restriction, prior to receipt from Rentrak, from your own independent sources as evidenced by your written records, and which was not acquired, directly or indirectly, from Rentrak; (C) information that you receive from any third party reasonably known by you to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by you or Your Company's employees or agents provided that you or Your Company can show that those same employees or agents had no access to the Rentrak Confidential Information received hereunder.
7. Passwords. Your access to the IBOE Site is with a unique login and password, which you agree to keep confidential. You agree to notify Rentrak promptly if you have any reason to believe that any third party has unauthorized access to your login or password. You shall be responsible for any and all use of the IBOE Site occurring under your login and password prior to giving Rentrak notice of unauthorized use as described above.
8. No Warranties. IBOE, THE IBOE SITE AND THE SERVICES AND IBOE DATA AVAILABLE THERE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RENTRAK DOES NOT WARRANT THAT THE IBOE SITE OR YOUR ACCESS TO THE IBOE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE IBOE DATA WILL BE ACCURATE, COMPLETE OR TIMELY, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.
9. Limitation of Liability. IN NO EVENT SHALL RENTRAK, ITS OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS BE LIABLE UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), arising from or relating to THE USE OF IBOE, THE IBOE SITE, OR ANY IBOE DATA, INCLUDING DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE IBOE SITE OR THE IBOE DATA OR FROM ERRORS, OMISSIONS OR OTHER INACURRACIES IN THE IBOE DATA, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT PREJUDICE TO THE FOREGOING LIMITATION, THE AGGREGATE LIABILITY OF RENTRAK TO YOU, YOUR COMPANY AND ALL OTHER PERSONS GAINING ACCESS TO IBOE THROUGH YOUR COMPANY UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO RENTRAK UNDER THE IBOE AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
10. Indemnification. You agree to indemnify, defend and hold harmless Rentrak, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of the use of the IBOE Site or the IBOE Data by you or any other person using your password.
11. Amendment of TOS. Rentrak shall have right to update, amend or restate these TOS without your consent and without giving you prior notice.
12. Miscellaneous. These TOS will be governed by the laws of the State of Oregon, USA. Any action or proceeding arising from or relating to these TOS shall be brought in a federal court in the State of Oregon, USA or in state court in Multnomah County, Oregon, USA and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought to enforce these TOS, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive, in any bankruptcy case, arbitration proceeding or court case. Any waiver or failure to enforce any provision of these TOS on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these TOS is determined to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. In the event of any conflicts between the terms of these TOS and the IBOE Agreement (if applicable), the terms of the IBOE Agreement shall control.