Ricky Terms of Use

This Terms of Use (“Agreement”) governs the use of Ricky’s “Ricky” feature and is effective upon the first use or access to the Ricky application (as defined below). This Agreement is a contract between a Ricky user and Ricky (each a “Party”, and collectively the “Parties”). You acknowledge that you are agreeing to this Agreement on behalf of yourself or an organization, and you represent and warrant that you have the authority to bind the organization to this Agreement. If you do not agree to this Agreement, do not access, or use the Ricky feature.

1. Definitions

As used in this Agreement, the following definitions shall apply:

• Affiliate is included in the term Organization, Party, or Parties, and means any business entity that, from time to time, is controlled by or under common control with Organization or is an Organization’s authorized agent to use or procure services and products under this Agreement.
  
• Aggregated Data means data, which is based on or derived from Customer Data, and which has been aggregated and de-identified in a manner that does not designate or identify Customer or its Authorized Users as the source of the data.
  
• Ricky is a computer application, using artificial intelligence, on Ricky’s website that simulates and processes human conversation allowing Ricky users to interact with digital devices as if they were communicating with a real person.
  
• RickyUser(s) means individuals or organizations who use the Ricky feature to ask questions.
  
• Confidential Information means any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party, or which is described in Section 7 of this Agreement.
  
• Customer Data means any Ricky User’s information, documents, or electronic files that are provided to Ricky hereunder.
  
• Documentation means any online or printed user manuals, functional specifications that are provided to Customer by Company, and any derivative works arising from or related to the foregoing.
  
• Enrichment Data means user interaction and behavioral data derived from Ricky Users’ interactions with the application and any communications received from them. Enrichment Data includes, but is not limited to, clicks, opens of messages, and/or records, and time spent consuming specific pieces of content and any generated data that is created by the application using other Enrichment Data.
  
• Error means any reproducible material failure of the application to function in accordance with its Documentation.
  
• Intellectual Property means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, in each case whether registered or unregistered, and including any applications or registrations for any of these, and the equivalent, on a worldwide basis, and all rights related thereto.
  
• Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
  
• Organization means Associations using the Ricky application, including its Affiliates and Authorized User(s).
  
• Support Services means maintenance and technical support services for the application.
  
• Update means any patch, bug fix, release, version, modification, or successor to the application.
  
• User Data means all information, data, and materials provided, uploaded, or approved to be uploaded by a user, whether in electronic form or otherwise.
  
• Work Product means all work created under this Agreement by Ricky.
  

2. Ricky

Provision of Ricky: Ricky shall make Ricky available to individual and organization users pursuant to this Agreement. Individual and organization users agree that the use of Ricky is not contingent on the delivery of any future functions or features or on any oral or written public comments made by Ricky, its affiliates or representatives, regarding future functionality or features. 

3. License

3.1 Ricky hereby grants to Ricky Users a non-exclusive, non-transferable license to use the Ricky application for its internal business purposes (the “Authorized Use”). For any use of the Ricky application that is not an Authorized Use, Ricky Users must obtain the written approval of Ricky for such uses.

3.2 Ricky Users shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the application; (ii) modify, create derivative works based upon, or translate the application; (iii) transfer or otherwise grant any rights in the application in any form to any other party, nor shall Ricky Users attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.

3.3 Ricky Users are solely responsible for maintaining the security of all usernames and passwords granted to them, for the security of their information systems used to access the application, and for their compliance with the terms of this Agreement. Ricky has the right at any time to terminate or suspend access to any Authorized User if Ricky reasonably believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the application, Ricky (including its officers, directors, employees and agents), and Ricky’s other customers.

3.4 By using the Ricky application, Ricky Users grant to Ricky a royalty-free, worldwide, fully transferable, irrevocable, and perpetual license to use or incorporate any of their recommendations, improvement suggestions, or feedback, including utilization data, provided by Ricky Users.

4. Support Services

4.1 Ricky shall, at its sole discretion, provide to Ricky Users technical support services for the application on the same basis as it provides such services to similarly situated Ricky Users.

4.2 Ricky shall, at its sole discretion, apply updates to the application from time to time.

4.3 Ricky shall, at its sole discretion, use commercially reasonable efforts to correct all Errors to the application or to provide a reasonable workaround as soon as is possible during Ricky’s normal business hours.

4.4 Ricky is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Ricky Users; (ii) any failure or defect of Ricky Users’ or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Ricky’s or its managed services provider’s point of presence); or (iii) a Force Majeure Event.

4.5 Ricky is not obligated to provide services for (i) development of new features, or (ii) any service change requested by Ricky Users and not agreed by Ricky in writing. 

5. Intellectual Property

5.1 Ricky Users acknowledge that they obtain no ownership rights in the application, or any of its related Services, Software, or Work Product. All rights to the application Services, Software, and/or Work Product, including but not limited to any accompanying technical documentation, Confidential Information, trade secrets, trademarks, service marks, patents, copyrights, and other proprietary information, are, shall be, and will remain the sole property of Ricky or any third party from whom Ricky has licensed such software or technology.

5.2 By using the Ricky application, Ricky Users grant to Ricky, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Ricky User Data solely for purposes of providing the application and related services to Ricky Users hereunder.

5.3 Ricky Users hereby grant to Ricky a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to create, process, reproduce, store, display, modify, translate, create derivative works from, make available and otherwise use Aggregated Data in connection with developing, providing, maintaining, supporting, or improving the application or any of Ricky’s current and future products and services, or for any other lawful purpose.

5.4 Ricky owns all right, title and interest in the Enrichment Data. Ricky Users acknowledge that Ricky utilizes Enrichment Data across its entire service to benefit the experience of its customers and all Ricky Users and that Enrichment Data will not be deleted upon termination of this Agreement, except to the minimum extent required by applicable law. Ricky agrees that it shall not contact Ricky Users using email addresses provided by them and retains those emails solely for the purpose of associating previously generated Enrichment Data for future use if another Ricky User already has said email address in their own database. Ricky further represents that under no circumstances will it sell email addresses to any third party.  

6. Warranty

6.1 The Ricky application, and all of its content, applications, software, functions, and materials, is provided “as is,” “with all faults” and without any warranties of any kind, express or implied. Ricky, and its owners, shareholders, directors, officers, employees, representatives and affiliates (collectively “Ricky”), expressly disclaim any and all warranties in any way related to the Ricky application, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, title, merchantability, data accuracy, system integration, and informational content.

6.2 In addition to the disclaimers in Section 6.1 above, Ricky also makes no warranties or representations regarding operation of the Ricky application, the accuracy or reliability of the information provided by the application, or the results of the use of the materials available or any other website linked to Ricky. The application materials may be out of date, and Ricky makes no commitment to update such materials. Ricky Users also acknowledge that Ricky does not operate or control the internet. Ricky does not warrant that the files available for downloading, if any, will be free from infection, viruses, worms, trojan horses, or other malicious code that manifest contaminating or destructive properties. Ricky also does not warrant that Ricky, its related software, materials, products, or services will be uninterrupted or error-free or that any defects in software, materials, products, or services will be corrected.

6.3 Ricky Users agree to assume all obligations: (i) related to the use of Ricky to achieve its intended results, and (ii) related to any decisions or advice made or given as a result of the use or application of Ricky or any materials retrieved from the application, including those to any third party, for the content, accuracy, and review of such results. 

7. Confidential Information

7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential or proprietary business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). In addition to Confidential Information as defined in Section 1 of this Agreement, the Confidential Information of Ricky includes non-public information regarding features, functionality and performance of the application or Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after the later of five (5) years following the disclosure thereof, or the termination of this Agreement, or any information that the Receiving Party can document: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed by Receiving Party prior to its disclosure and without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.

8. Overall Limitation of Damages

8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, Ricky AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND RICKY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED A TOTAL OF FIVE HUNDRED DOLLARS ($500.00). IN EACH CASE, WHETHER OR NOT RICKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Termination

9.1 Ricky may terminate this Agreement immediately and without notice in the event that any Ricky User breaches any term or condition of this Agreement, or discontinues use of the Ricky application.

10. Rights Upon Termination

10.1 In the event of termination as described in Section 9, Ricky will have no obligation to maintain or provide any Customer or User Data and may, upon written request, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.

10.2 The termination of this Agreement shall not extinguish any rights or obligations of the parties relating to protection of Confidential Information or to the protection of Ricky’s intellectual property rights.

11. Assignment

11.1 Ricky Users shall not sell, pledge, assign, sublicense, or otherwise assign, transfer or share their rights or delegate their obligations under this Agreement without the prior written consent of Ricky. Any attempt to sell, pledge, assign, sublicense or otherwise transfer in violation hereof shall be void and of no force or effect. Ricky may assign its rights and delegate its duties hereunder at any time without the consent of Ricky Users.

12. General Provisions

12.1 Applicable Law This Agreement and its interpretation shall be governed by the laws of the State of Louisiana, exclusive of its choice of law provisions. The United Nations Convention for the International Sale of Goods shall not apply.

12.2 Required Consents Ricky Users warrant that they have obtained lawful permission to use all hardware and software required for the services.

12.3 Modification Ricky may modify this Agreement at any time by updating this posting. Ricky may also modify the application and related materials or services without prior notice. Use of the application constitutes acceptance of such modifications.

12.4 No Waiver Failure to enforce any right or provision shall not constitute a waiver of future rights.

12.5 Notices All notices must be in writing and are effective upon personal delivery or two business days after mailing.

12.6 Force Majeure Ricky is not liable for delays or failure to perform due to causes beyond its control, including natural disasters, acts of government, or supply shortages. The time for performance shall be extended accordingly for up to twelve months.

12.7 Entire Agreement This Agreement is the entire agreement between the parties and supersedes all prior agreements or understandings.

12.8 Equitable Remedies If a Ricky User breaches obligations related to intellectual property or confidentiality, Ricky may seek injunctive relief in addition to other legal remedies.

12.9 Relationship of the Parties Ricky acts as an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may represent itself as the agent or employee of the other.

12.10 Exclusive Jurisdiction and Venue Any legal action related to this Agreement must be brought in New Orleans, Louisiana. The parties consent to jurisdiction and venue in those courts.

12.11 Dispute Resolution Disputes (excluding claims for equitable relief) shall be resolved through arbitration in Louisiana in accordance with the rules of the American Arbitration Association. Judgment may be entered in any court with jurisdiction.

12.12 Validity of Provisions If any provision of this Agreement is found invalid, it will be modified to best reflect the parties’ intent, and all other provisions will remain in effect.

12.13 International Use Ricky makes no representation that the application or services are appropriate outside the U.S. International users access the application at their own risk and are responsible for complying with local laws. Data provided by users outside the U.S. may be stored in the U.S., and Ricky is considered the data controller. If applicable, the European Commission's standard contractual clauses (2004/915/EC) are incorporated.

12.14 Property Rights Ricky’s websites (www.rims.org/ricky) are protected by U.S. copyright law. All contents, including text, graphics, and code, are copyrighted by Ricky or its licensors. “Ricky” and related graphics are trademarks. Users may not use them without written permission.