Welcome, and thank you for using RailPod, Data Portal. When you use our products and services, you're agreeing to our terms, so please take a few minutes to read over the Terms of Service below.
Note: By registering as a user on Rail-Pod.com
you are entering into, or agreeing to additional term and conditions of, a legally binding agreement with RailPod, Inc.
Terms of Service
These Terms of Service govern your access to and use of the RailPod Data Portal at portal.Rail-Pod.com
Terms of Restrictions on Access and Use
You may use this Website provided that (i) you are over 18 years of age, (ii) you are using the Website for the benefit of a fee paying or demonstration client of RailPod, Inc. ("RailPod Client"), (iii) you do not copy the Website or any part of it, (iv) you do not modify the Website or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders.
Intellectual Property Rights
RailPod provides inspection and analysis services through the use of its proprietary automated railway inspection vehicle (the “Vehicle”).
Intellectual Property Rights
means (i) all rights under all copyright laws or related database, rights of the United States or other relevant jurisdiction (or all rights accruing by virtue of copyright treaties and conventions), including without limitation all renewals, extensions, reversions or restorations of copyrights now or hereafter provided by law and all rights to make applications for and obtain copyright and other registrations therefor and recordations thereof; (ii) all rights to and under new and useful inventions, discoveries, designs, technology, business processes and art and all other patentable subject matter, including without limitation all improvements thereof and all know-how related thereto, and all applications for and the right to make applications for patents in the United States and all other countries, all patents that issue therefrom and all reissues, extensions, renewals, divisional applications and continuations (including continuations-in-part) thereof, for the full term thereof; (iii) all know-how and trade secrets, (including all proprietary methods used by RailPod to operate, support and operate or maintain the Vehicle or provide Services); and (iv) all trademarks, service marks and Internet domain names and the like throughout the world.
As between the parties these Terms of Service, RailPod has and shall retain title, ownership and rights in and to the Licensed Technology, regardless of the form or media in or on which it may exist in any original or derivative format. You acknowledge that (i) these Terms of Service in no way convey any right or interest in any Licensed Technology, other than the limited, non-exclusive license specified herein, (ii) the Licensed Technology is protected by Intellectual Property Rights and international treaties, and (iii) the Licensed Technology embodies valuable confidential and secret information of RailPod, the development of which required the expenditure of considerable time and money. Without limiting the generality of the foregoing, you agree not to: (i) disassemble, decompile or otherwise reverse engineer any Licensed Technology, in whole or in part, or permit anyone else to do so; or (ii) disclose or provide any Licensed Technology, including any software or source code, to any party or copy any software or code except as may be expressly permitted under this Agreement.
RailPod shall indemnify and hold you harmless from any claim, damages, or losses (including reasonable attorney’s fees) (“Liabilities”
) incurred by you based on a third-party claim that the Website or Content, used by you as permitted hereby, infringes any Intellectual Property Right of a third Person. However, RailPod shall not have any liability hereunder, and you agree to indemnify RailPod from and against all Liabilities, to the extent that any infringement or claim thereof is caused by (i) use of any Content or Data by you, or any person who obtains the Content or Data directly or indirectly from you, in a manner not permitted hereunder or in combination with software or data not supplied by RailPod. If any Content becomes, or in the opinion of RailPod may become, the subject of an injunction, then RailPod may, at its option, (i) procure for you the right to use the Content; (ii) replace or modify the Content to make it non-infringing; or (iii) if neither option (i) nor (ii) is commercially reasonable, terminate this Agreement and the rights granted hereunder with no further liability as a result of such termination, except that RailPod will refund to you any pre-paid amounts related to the alleged infringement. As a condition of RailPod’s indemnification obligation hereunder, you shall give prompt written Notice to RailPod upon becoming aware of any third party claim or of facts upon which any such third party claim may be based, and RailPod shall have the sole right to assume the sole defense, prosecution or settlement thereof.
Subject to the terms and conditions hereof:
RailPod grants to You, during the term of your agreement with RailPod, a non-exclusive, non-transferable license, without the right to sub-license, in and to the Licensed Technology, to the extent necessary to permit you to access and use the Services and the Collected Data, in accordance with the terms hereof and as may be further specified in one or more agreements, Statements of Work or other pertinent documents (“Agreement”).
You grant RailPod a worldwide, exclusive, fully-paid, transferable, sublicensable, irrevocable and perpetual (including after termination or expiration for any reason of any Agreement) license to use, host, store, reproduce, modify, create derivative works, communicate, publish, redistribute, sublicense, publicly display and distribute Collected Data and content in a way to provide better collection and inspection services to all users, globally, of RailPod’s inspection services, including, without limitation, to aid in predicting, analyzing, assessing track conditions; aggregating, collecting, organizing data to assess performance; etc., and to incorporate aggregated rail inspection data into other products and/or services that RailPod provides to its other customers and partners and into RailPod’s global inspection database. Without limiting the generality of the foregoing, RailPod shall combine and administer all Collected Data as a larger pool prior to providing any customer data-derived analytics or other inspection solutions to third parties. Such pooling combined with removing any unique or identifying Customer data prior to third party use will maintain the anonymity of Client or other company or end user where the Data was collected.
You may download select Content, for which you have bona fide permission to access so long as it is for internal RailPod Client purposes only and not otherwise commercial use and provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if you are copying or use of copyrighted materials on this Website is other than "fair use" under federal copyright laws, you must seek permission directly from us.
Your access to and use of this Website and the Content may be terminated by us at any time without notice.
You may not do any of the following:
violate any copyrights, and other proprietary or intellectual property rights in this Website or the Content;
engage in any data mining, or use "bots" or similar data gathering and extraction tools or methods in connection with this Website or the Content;
decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Website or portion thereof;
transmit, post, or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right or proprietary right; (b) viruses, Trojan horses or other harmful programs or material; or (c) advertising or promotional materials, "spam," or any other form of solicitation;
misrepresent your affiliation with or impersonate any person or entity;
interfere with or disrupt this Website, or attempt to circumvent this Website's security features;
remove or modify any copyright notices, other proprietary notices, or references to these Terms of Service in the Content or on this Website; or
misrepresent the Content or this Website, or misinform others about the origin or ownership of the Content or this Website.
If you establish an account on this Website, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify RailPod at email@example.com
of any unauthorized use of your password or user ID or any other breach of security.
You are responsible for all content that you transmit or otherwise make available to this Website. Your access to and use of this Website may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.
Customer or User shall own all right, title and interest in and to any Customer or User rail, track or system data collected by RailPod ("Collected Data"). Customer or User grants to RailPod the non-exclusive, worldwide right, to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly display and distribute any Collected Data and content in a way to provide better collection and inspection services to all users, globally, of RailPod's inspection services, including, without limitation, to aid in predicting, analyzing, assessing track conditions; aggregating, collecting, organizing data to assess performance; etc. This license includes the right to incorporate aggregated Collected Data into other products and/or services that RailPod provides to its other customers and partners and into RailPod's global inspection database, provided that RailPod will remove information from data displayed or provided to other parties, as reasonably necessary in order to maintain the anonymity of the railroad or other company or end User where the data was collected.
Customer shall have sole responsibility for analysis, interpretation, and use of the Collected Data and any decisions or actions taken by or on behalf of Customer relating thereto.
Customer must keep all Collected Data and Licensed Technology strictly confidential and shall use confidentiality protections not less stringent than those that it uses for its own most highly-sensitive information.
Sale of Services
We may offer for sale or download licenses to certain RailPod products or services ("Services"). Your use of such Services will be subject to licensing terms applicable to such Services, or a separate written agreement between you and RailPod.
Disclaimers and Limitation of Liability
THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND MAY BE SUBJECT TO ERRORS, INACCURACIES OR OMISSIONS. RAILPOD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIS WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THEIR COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUSES. YOUR ACCESS TO AND USE OF THIS WEBSITE AND THE CONTENT AND COLLECTED DATA ARE AT YOUR SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE AND THAT THE TESTING METHODOLOGIES TO BE EMPLOYED BY RAILPOD ARE NOT EXPECTED OR WARRANTED TO IDENTIFY ALL RAIL FLAWS OR DEFECTS AND UNDER NO CIRCUMSTANCE SHALL RAILPOD BE LIABLE FOR, AND CLIENT SHALL INDEMNIFY AND HOLD RAILPOD HARMLESS FROM AND AGAINST, ANY LOSS EXPENSE OR DAMAGE ATTRIBUTABLE TO OR CAUSED BY FAILURE OR OMISSION OF ANY PERSON TO IDENTIFY A RAIL FLAW OR DEFECT IN THE DATA PROVIDED BY RAILPOD, BY VISUAL INSPECTION OR OTHERWISE.
EXCEPT FOR LIABILITY ARISING UNDER OR RELATING TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL TORTIOUS MISCONDUCT, ALL LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO COLLECTED DATA OR ANY USE THEREOF, OF ANY PARTY (INCLUDING ITS INDEMNITEES) HERETO SHALL BE LIMITED TO THE AMOUNT EQUAL TO ALL FEES PAID, IN THE AGGREGATE FOR THE YEAR PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
IN NO EVENT SHALL EITHER PARTY (INCLUDING ITS INDEMNITEES) HERETO BE LIABLE TO THE OTHER PARTY (INCLUDING ITS INDEMNITEES) OR ANY THIRD PARTY ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING IN CONNECTION WITH THE USE (OR INABILITY TO USE) THIS WEBSITE THE CONTENT, OR ANY THIRD-PARTY SITE LINKED TO THIS WEBSITE OR ANY COLLECTED DATA, OR PERFORMANCE OF THE SYSTEM OR DATA OR FOR ANY LOSS OF DATA, REVENUE, OPPORTUNITY, OR PROFITS OR FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED, PUNITIVE, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE POSSIBILITY THEREOF IS REASONABLY FORESEEABLE OR MAY BE KNOWN IN ADVANCE TO ONE OR MORE SUCH PERSONS OR IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These Terms of Service constitute the entire agreement with respect to your access to and use of this Website and the Content and Collected Data. If any provision of these Terms of Service is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by RailPod to enforce any provision in these Terms of Service will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. The Commonwealth of Massachusetts law, without regard to conflict of laws provisions, will govern these Terms of Service and any matter or dispute arising out of this Website or the Content. The state and federal courts located in Boston, Massachusetts will have exclusive jurisdiction over any dispute relating to these Terms of Service, this Website or the Content. We may change these Terms of Service from time to time by posting a new version on this Website. Your continued use of or access to this Website after such changes constitutes acceptance of such changes. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract.
If you have any questions about these Terms of Service, please contact us at firstname.lastname@example.org