Subscriber Agreement

RTG Data Systems Subscriber Agreement for RTG Online

Last update: November 14, 2018

Subject to your compliance with all terms of this Agreement, RTG hereby grants You a non-exclusive, non-transferable limited license to access the Service under the terms stated in this Agreement for your own use in your business or profession. The grant of rights hereunder to the Service is not a sale of the Service or any portion thereof and does not convey any rights of ownership in the Service. You hereby acknowledge that all title and ownership of the Service and all associated intellectual property rights are and shall remain with RTG. You hereby agree to be responsible for all activities resulting from the use of the Service, including unauthorized use.

Throughout the term of this Agreement, You may request that RTG allow an individual user ("User") to have access to the Service. RTG will grant the User password access to Your Data. RTG may limit the number of Users who can access Your Data.

You and each User of the Service are jointly and severally responsible for maintaining the confidentiality of the User's password. You are responsible for all use of the Service by any User. By signing in to the Service, each User affirms acceptance of this Agreement.


You agree to the following restrictions:

a. You may not, and may not permit, assist, or allow others to reverse-engineer, reverse-translate, decompile, disassemble, re-engineer, or otherwise discover or recreate, or attempt to discover or recreate, the Service or associated technology.

b. You may not modify the Service Web site (the "Web Site"), or sublicense or charge others to use or access the Service, or use the Service in any way not expressly authorized by this Agreement.

c. RTG may change Service features and functionality, as well as the terms and conditions of this Agreement, from time to time. Notice of such changes will be posted on the Web Site.

d. RTG reserves all rights not expressly granted by this Agreement.


a. RTG warrants that the Service substantially conforms to the specifications contained in RTG's current documentation (the "Documentation") for a period of sixty (60) days from your payment of the applicable fee (the "Limited Warranty Period"), provided that the Service is used in the recommended environment specified in the Documentation. RTG does not represent or warrant that your use of the Service will be uninterrupted or error free.

b. Provided You notify RTG in writing during the Limited Warranty Period of a substantial non-conformity between the Documentation and the Service, and if RTG is able to replicate and verify that such substantial non-conformity exists, RTG shall correct the Service so that the Service substantially conforms to the specifications. This Section 3(b) states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.

c. No employee, agent, or representative of RTG, nor any reseller or any other third party, is authorized to make any warranty with respect to the Service, except those expressly stated in Sections 3(a) and 3(b) of this Agreement, and You may not rely on any such unauthorized warranty.


a. The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 3(a) and 3(b) OF THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND RTG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE FURNISHED IN CONNECTION WITH THIS AGREEMENT. RTG DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, IMPERFECTIONS, ERRORS, OR OMISSIONS. RTG SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (i) OF MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) OF NON-INFRINGEMENT; OR (iv) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE ACTING AS A CONSUMER, SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.

b. RTG SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE SERVICE, ACTS OF ABUSE OR MISUSE BY YOU, OR MODIFICATION. RTG SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SERVICE OR ANY OTHER ITEMS OR SERVICES PROVIDED BY RTG.


a. Your use of the Service will result in fees (the "Fees") as set forth on the Web Site. The Fees may be changed from time to time by providing You with thirty (30) days prior notice of such changes via a posting on the Web Site. Fees will be charged in advance of your being allowed access to the Service and are not refundable. You agree to pay all state and local sales, use, property, or other taxes, except for taxes on RTG's net income, which may be assessed against RTG with respect to this Agreement and any services provided hereunder.

b. For monthly subscriptions, you agree to allow RTG or its payment processor to automatically charge the Fees directly to your credit card prior to each monthly billing cycle. RTG or its payment processor will charge your credit card each month until You terminate the relationship pursuant to the terms in this Agreement.

c. For annual subscriptions, your payment of the Fees to RTG or its payment processor begins the subscription, which will automatically terminate one year later on the anniversary date of the payment, unless you extend the subscription by paying the Fees on or before the anniversary date.


Throughout the term of this Agreement, RTG will provide email support to assist You in the use of the Service.


This Service has been designed to work optimally in the environment documented on the Web Site. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may make it impossible to use the service. Software has a limited useful life for various reasons, including changes in technology. To obtain up-to-date information regarding which products, releases, and related services are currently supported, visit the Web Site or contact RTG.


RTG agrees to exercise reasonable care to prevent any unauthorized access to Your Data. Each party hereto agrees to notify the other promptly of any unauthorized access to or use of the Service or Your Data. Each party agrees to use all reasonable efforts to take remedial measures to rectify any such unauthorized access. RTG shall not be liable for any damages incurred by You in connection with any unauthorized access to or disclosure of Your Data resulting from the actions of You, any third party, or from the failure of electronic or other security measures.


RTG considers your use of the Service to be private. However, we may access or disclose information about you, your account, and/or the content of your data in order to: (1) comply with the law or legal process served on us; (2) enforce or investigate potential violations of this Agreement, including use of this Service to participate in or facilitate activities that violate the law; or (3) protect the rights, property, or safety of RTG, its employees, its customers, or the public. You consent to the access and disclosures outlined in this section.

In order to provide You the Service, we may collect certain information about Service performance, your machine, and your Service use.


a. The Service may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs, and other similar activities necessary during the operation and upgrade of the Service. No reduction of payments will be made in the case of temporary interruption of the Service. In no event shall RTG be liable for any damages due to temporary interruption of the Service.

b. RTG will not be liable for and shall be excused from any interruptions, delays, failures, errors, or defects in transmission, and from failure to deliver or perform, or for delay in delivery or performance, due to causes beyond its reasonable control, including, but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, fire, natural disasters, or acts of God.

c. Because You will access the Service over the public Internet, temporary disruptions of network connectivity may occur from time to time. Internet traffic is usually routed through many different public Internet providers on the way to its destination. RTG will not be liable for interruptions or delays in transmission, or errors or defects in transmission, or failure to transmit when caused by any public Internet provider.


RTG may cancel this Agreement at any time. You may cancel this Agreement upon providing thirty (30) days notice to RTG of such desire to terminate. The following obligations will survive the termination of this Agreement: (a) indemnification; (b) obligations to make payments of amounts that become due under this Agreement before termination; and (c) any other provision hereof where the context of such provision indicates an intent that it shall survive the term or termination of this Agreement. Thirty (30) days after termination, any of Your Data remaining on the Service Web Site may be destroyed and purged from the Service Web Site and database by RTG, if not previously purged by You.


BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, RTG'S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO RTG FOR THE USE OF THE SERVICE FOR ONE MONTH. TO THE FULLEST EXTENT PERMITTED BY LAW, RTG SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE, OR DATA, EVEN IF RTG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.


You agree to indemnify and hold harmless RTG and its affiliates, employees, agents, licensors, successors, and assigns from all damages and liability, including reasonable attorneys' fees, incurred by: (a) your violation of your obligations under this Agreement, (b) the negligence or willful acts of You; or (c) the violation by You of RTG's or any third party's rights, including, but not limited to, privacy rights, other property rights, trade secret, proprietary information, trademark, copyright or patent rights, and claims for libel and slander or unfair trade practices in connection with the use or operation of the Service. Your obligation to indemnify shall survive the expiration or termination of this Agreement by either party for any reason.


The Service constitutes the confidential and trade secret information of RTG. You agree that You will use the Service solely as permitted under this Agreement and shall not disclose or permit any unauthorized access to the Service. You shall take reasonable precautions, at least as great as the precautions You take to protect your own confidential information, to maintain the Service in strict confidence. The foregoing obligations shall survive: (a) as to the Service materials that constitute a trade secret, for so long as such information remains a trade secret under applicable law; and (b) for all other Service materials, for a period of five (5) years from the date of termination or expiration of this Agreement. You shall indemnify and hold harmless RTG and its affiliates, directors, officers, employees, agents, successors, and assigns, against any and all claims, expenses, judgments, liabilities, damages or losses, including reasonable legal fees and expenses, and, at RTG's option, shall defend all actions and proceedings, at your sole expense, arising from your breach of this Section. RTG may be irreparably damaged if the obligations under this Section are not specifically enforced and RTG may not have an adequate remedy at law in the event of an actual or threatened violation by You of your obligations under this Section. You agree, therefore, that RTG shall be entitled, in addition to other available remedies, to seek an injunction restraining any actual, threatened, or further breaches of your obligations under this Section or any other appropriate equitable order or decree.


This Agreement shall in all respects be governed by the laws of the State of California, without reference to the rules of any jurisdiction concerning conflicts of laws. You agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts located in Los Angeles County, California, and you hereby consent to the personal jurisdiction and venue of these courts. No claim arising out of or in connection with this Agreement may be brought by you more than one (1) year after the cause of action on which it is based has accrued.


As a user of the Service, You assume responsibility for the selection of the Service as being appropriate for your purposes. You understand and agree that: (i) You are solely responsible for the content and accuracy of all reports and documents prepared with the Service; (ii) using the Service does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; (iii) You will review any calculations made by using the Service and satisfy yourself that those calculations are correct; and (iv) RTG's support service is designed to offer technical support for issues regarding the features and functionality of the Service in the recommended operating environments only.


To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English. To the fullest extent permitted by law, all correspondence and communication between You and RTG under this Agreement must be in the English language.


This Agreement allocates risk between You and RTG as authorized by applicable law, and pricing of RTG's products and services reflects this allocation of risk and the limitation of liability contained in this Agreement. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.


RTG Bills, RTG Timer, RTG Conflicts, and any other RTG product and service names mentioned herein are the registered trademarks or trademarks of RTG Data Systems. Other product names mentioned may be service marks, trademarks or registered trademarks of their respective companies and are hereby acknowledged.


No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances.


This Agreement constitutes the entire agreement between You and RTG with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter. RTG may change this agreement upon 30 days notice to You. If you do not agree to the changes, then You must cancel and stop using the Service before the change takes place. If you do not stop using the Service, then your use of the Service will continue under the changed Agreement.


Sections 11 (Termination), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Governing Law and Venue) and this Section 22 shall survive the expiration or termination of this Agreement.


We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service.


This Agreement is solely for the benefit of You and RTG. It is not for the benefit of any other person, except for permitted successors and assigns under this Agreement.


Any notice required or permitted under this Agreement may be by email properly addressed to the intended recipient. Notice to You will be sent to the email address You supply during the registration process for the user designated as the Supervisor. You agree to update this email address as necessary using the Service. Notice to RTG should be sent to support@rtgsoftware.com.


You acknowledge that You have read the terms and conditions of this Agreement and hereby agree to be bound by the terms hereof. Your acknowledgement of this Agreement will also serve as acknowledgement and agreement to be bound by the terms regarding Fees, such Fees having been made known and agreed upon prior to the acceptance of this Agreement. This Agreement will become effective upon your acceptance by signing in to the Web Site.