Terms of Service

Welcome to Outrider Software! By using Outrider Software's products, software, services or web sites ("Outrider Software services"), you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the "Terms"). We may update the Terms in the future, and you will be able to find the most current version of this agreement at http://www.tapinspect.com/home/policies_terms.

1. USE OF SERVICES
Outrider Software Inc., its subsidiaries and affiliated companies, including your administrator offer Outrider Software services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Outrider Software services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify Outrider Software of any unauthorized use of your password or account or any other breach of security. Outrider Software cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

2. APPROPRIATE CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. Outrider Software reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via Outrider Software services. You understand that by using Outrider Software services you may be exposed to Content that is offensive, indecent or objectionable, and that you use Outrider Software services at your own risk.

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using Outrider Software services and for any consequences thereof. You agree to use Outrider Software services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Outrider Software services or servers or networks connected to Outrider Software services.

In addition to this agreement, your use of some specific Outrider Software services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.

You agree to comply with your company's data usage and privacy policies.

Users outside of the United States agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from the United States or your country of residence.

3. OUTRIDER SOFTWARE PRIVACY POLICY
For information about our data protection practices, please see our Privacy Policy at http://www.tapinspect.com/home/policies_privacy. By using Outrider Software services, you acknowledge and agree that Outrider Software may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of Outrider Software, its users or the public as required or permitted by law.

You understand that the technical processing and transmission of Outrider Software services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.

You also understand and agree that your administrator may have access to your account and its content, and may suspend or terminate your account access and your ability to modify your account.

4. PROPRIETARY RIGHTS


Outrider Software's Rights

You acknowledge and agree that Outrider Software services and any necessary software used in connection with Outrider Software services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that Content contained in sponsor advertisements or presented to you through Outrider Software services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Outrider Software or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, Outrider Software services or Software, in whole or in part except as specifically authorized in a separate written agreement.

Subject to the Terms, Outrider Software grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law or has been expressly authorized by Outrider Software in writing. You agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to Outrider Software services. You agree not to access Outrider Software services by any means other than through the interface that is provided by Outrider Software for use in accessing Outrider Software services except as specifically authorized in a separate written agreement. Except as expressly authorized by Outrider Software you agree not to use, copy, imitiate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter Outrider Software's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Outrider Software services or Software.

Your Rights

Outrider Software claims no ownership or control over any Content submitted, posted or displayed by you on or through Outrider Software services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through Outrider Software services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through Outrider Software services which are intended to be available to the general public, you grant Outrider Software a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on Outrider Software services for the purpose of displaying, distributing and promoting Outrider Software services. Outrider Software reserves the right to syndicate Content submitted, posted or displayed by you on or through Outrider Software services and use that Content in connection with any service offered by Outrider Software. Outrider Software furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

5. SERVICE TERM OF USER ACCOUNTS
The initial term for User Accounts will be twelve months beginning on the Service Commencement Date. Additional services purchased after the Service Commencement Date will have a prorated term ending on the anniversary of the Service Commencement Date. Outrider Software may revise its rates with at least thirty days prior written notice to Customer, including by email, effective for the following term.

The default setting for the Services is auto renewal for all User Accounts. If the automatic renewal setting is enabled, after the initial term each User Account will automatically renew on each anniversary of the Service Commencement Date for an additional twelve month term. Customer will pay Outrider Software the then-current yearly Fees for each renewed User Account unless Customer and Outrider Software mutually agree otherwise. Customer may alter the number of User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Outrider Software via the Admin Console.

Customer may disable the automatic renewal option via the Admin Console. If Customer disables this automatic renewal setting, Customer's User Accounts will terminate upon the conclusion of the then current term unless the Customer's User Accounts are manually renewed. Outrider Software may re-enable the automatic renewal setting on Customer's behalf if Customer reduces or modifies the number of End User Accounts scheduled for renewal via the Admin Console.

Customer may request End User Accounts by: (i) notifying its designated Outrider Software Account Manager; (ii) ordering End User Accounts via the Admin Console, (iii) ordering End User Accounts via the handset application.

6. PAYMENT
All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.

Fees for Credit Card orders are due immediately upon order placement. Outrider Software will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined, Outrider Software may immediately disable or cancel the Service, in its sole discretion.

Fees for orders where Outrider Software issues an invoice are due upon Customer's receipt of the invoice, and are considered delinquent thirty days after the date of the applicable invoice.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Outrider Software in collecting delinquent amounts, except where such delinquent amounts are due to Outrider Software's billing inaccuracies.

Customer is responsible for any Taxes, and Customer will pay Outrider Software for the Services without any reduction for such amounts. If Outrider Software is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Outrider Software with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Outrider Software, Customer must provide Outrider Software with an official tax receipt or other appropriate documentation to support such payments.

7. SOFTWARE AND AUTOMATIC UPDATES
Your use of any Software provided by Outrider Software will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. Outrider Software Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop Outrider Software services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.

8. POLICIES REGARDING COPYRIGHT AND TRADEMARKS
Any use of Outrider Software's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with the Terms and in compliance with Outrider Software's then current Brand Feature use guidelines, and any content contained or reference therein, which may be found at some such URL Outrider Software may provide from time to time.

9. GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that Outrider Software has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by Outrider Software services. You acknowledge that Outrider Software may have set no fixed upper limit on the number of transmissions you may send or receive through Outrider Software services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.

Upon the termination of your use of Outrider Software services, including upon receipt of a certificate or other legal document confirming your death, Outrider Software will close your account and you will no longer be able to retrieve content contained in that account.

10. PERSONAL NON-COMMERCIAL USE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of Outrider Software services, use of Outrider Software services, or access to Outrider Software services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.

11. MODIFICATIONS TO SERVICE
Outrider Software reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Outrider Software services (or any part thereof) with or without notice. You agree that Outrider Software shall not be liable to you or to any third party for any modification, suspension or discontinuance of Outrider Software services.

12. TERMINATION
You may discontinue your use of Outrider Software services at any time. You agree that Outrider Software may at any time and for any reason, including a period of account inactivity, terminate your access to Outrider Software services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to Outrider Software services, your account or any files or other content contained in your account. All free and prepaid reports and remaining service will be forfeited will no refund. Sections 10 (Termination), 13 (Indemnity), 14 (Disclaimer of Warranties), 15 (Limitations of Liability), 16 (Exclusions and Limitations) and 19 (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration or termination.

13. ADVERTISEMENTS
Some Outrider Software services are supported by advertising revenue and may display advertisements and promotions on the service. Such advertisements may be targeted to the content of information stored on the Outrider Software services or other information. The manner, mode and extent of advertising by Outrider Software on its services are subject to change. You agree that Outrider Software may place such advertising and that Outrider Software shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of the presence of such advertisers on Outrider Software services or your subsequent dealings with advertisers.

14. LINKS
Outrider Software services may provide, or third parties may provide, links to other World Wide Web sites or resources. Outrider Software may have no control over such sites and resources and you acknowledge and agree that Outrider Software is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Outrider Software shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. INDEMNITY
You agree to hold harmless and indemnify Outrider Software, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively "Outrider Software and Partners") from and against any third party claim arising from or in any way related to your use of Outrider Software services, violation of the Terms or any other actions connected with use of Outrider Software services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Outrider Software will provide you with written notice of such claim, suit or action.

16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF OUTRIDER SOFTWARE SERVICES IS AT YOUR SOLE RISK. OUTRIDER SOFTWARE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTRIDER SOFTWARE AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. OUTRIDER SOFTWARE AND PARTNERS DO NOT WARRANT THAT (i) OUTRIDER SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) OUTRIDER SOFTWARE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUTRIDER SOFTWARE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUTRIDER SOFTWARE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUTRIDER SOFTWARE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUTRIDER SOFTWARE OR THROUGH OR FROM OUTRIDER SOFTWARE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.


17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OUTRIDER SOFTWARE AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OUTRIDER SOFTWARE OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE OUTRIDER SOFTWARE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUTRIDER SOFTWARE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUTRIDER SOFTWARE SERVICES; OR (v) ANY OTHER MATTER RELATING TO OUTRIDER SOFTWARE SERVICES.

18. EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 14 AND 15 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.

20. NOTICE
You agree that Outrider Software may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Outrider Software services.

21. GENERAL INFORMATION
Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to your form time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and Outrider Software and govern your use of Outrider Software services, superceding any prior agreements between you and Outrider Software for the use of Outrider Software services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Outrider Software services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The Terms and the relationship between you and Outrider Software shall be governed by the laws of the State of Kentucky without regard to its conflict of law provisions. You and Outrider Software agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Jefferson, Kentucky.

Waiver and Severability of Terms. The failure of Outrider Software to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Outrider Software services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.



The section headings in the Terms are for convenience only and have no legal or contractual effect.