LICENSE AGREEMENT

This License Agreement (hereinafter “the Agreement”) governs the furnishing of certain information by REDW LLC, a New Mexico limited liability company (“REDW”) to identified parties.

Recitals:

  1. REDW has assisted in the development of and has the right to market, license and sell compensation surveys for tribal governments and related businesses including casinos and related tribal businesses, specifically the REDW Tribal Government or Gaming Compensation Survey Report (the “Survey Report”). REDW also has license rights to compensation software which REDW has customized for tribal governments and tribal businesses and provides related compensation services.
  2. The entity which has clicked through this Agreement on REDW’s website and thereby accepted the terms of this Agreement (“Licensee”) is a Tribal Government or Tribal Casino or a third party consultant to Tribal Governments or Tribal Casinos.
  3. REDW desires to confirm the terms and conditions whereby the Licensee will have a non-exclusive license to use the Survey Report.

NOW THEREFORE the following terms and conditions apply to Licensee’s use of the Survey Report:

  1. REDW hereby grants to Licensee, and by its purchase Licensee accepts from REDW, a non-exclusive, non-transferable, limited license (i) to use of the Survey Report on a single server at a time and (ii) to make a single backup copy of the Survey Report and subject to the further limitations on use stated below.
  1. Limitations on Use.
    1. The Survey Report is strictly available for Licensee’s and its affiliates’ use only.
    2. The Survey Report may not be reproduced, distributed, circulated, sold, or transmitted in whole or in part, in any form or by any means, electronic, photocopying or otherwise, without the prior written consent of REDW.
    3. Licensee may not use any data obtained from this survey, whether combined or integrated with other third-party data or not, for any purpose other than the planning, budgeting, administration, coordination, and/or management of employee compensation programs within your Tribal government or casino.
    4. Licensee may not publish or otherwise provide any data or information obtained from this survey to any third party, whether for payment or not.
    5. Licensee also agrees to maintain the confidentiality of the REDW Tribal Government or Gaming Compensation Survey report received and agrees NOT to copy or distribute the REDW Tribal Government or Gaming Compensation Survey Report outside of its organization.
  2. License to Third Party Consultants. The Survey Report is intended for purchased by Tribal Governments and their affiliated entities. However, REDW understands that other third party consultants may desire to purchase the Survey Report for the benefit of their tribal clients. REDW reserves the right to require non-Tribal purchasers to acknowledge and sign an appropriate Non-Disclosure Agreement (NDA) to ensure the confidentiality and proper use of the information contained in the Survey Report. Further, third party consultants may incur additional charges applicable to the intended usage of the Survey Report. REDW reserves the right to charge, and the third party consultants will be responsible for additional fees should REDW discover that the Survey Report is being utilized in a manner inconsistent with the representations made by the purchaser at the time of purchase. If a third party consultant has any questions regarding purchasing the Survey Report, they should contact REDW for more information at Comp-Survey@redw.com.
  3. Retained Rights. REDW retains all rights, ownership, and interest in the Survey Report and any related materials, and in any copyright, trademark, or other intellectual property proprietary to them.
  4. Warranties.

    REDW MAKES NO WARRANTY WITH RESPECT TO THE SURVEY REPORT AND LICENSEE ACCEPTS SUCH REPORT 'AS IS' WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    IN NO EVENT WILL COMPANY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE LICENSE OF THE SURVEY REPORT, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.