Last Updated: May 18, 2022
These Terms of Service (the "Agreement") govern your use of Regle's software-as-a-service designed to assist companies with detecting spam, fake accounts, and other trust and safety incidents or concerns (the "Services"). By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to these terms, please do not use the Services.
This Agreement is between you ("Customer") and Regle, Inc. ("Regle"). Customer and Regle may each be referred to as a "Party" and collectively as the "Parties."
CONTENTS
SERVICES AND USERS
Services
Subject to the terms and conditions of this Agreement, Regle will use commercially reasonable efforts to provide the Services described in the applicable order form. Each order form will outline (a) the Regle software-as-a-service selected by Customer, (b) the period the Services will be accessible and provided (each, a "Subscription Period"), (c) the number of Customer employees or other personnel permitted by Regle to use the Services (each, a "User "), and (d) the fees for the Services (the "Fees").
Customer Data
Customer will timely provide all data, information, and other materials to Regle as reasonably necessary for, or otherwise in connection with, Regle's provision of the Services (the "Customer Data"). Customer hereby grants to Regle the right to access, reproduce, distribute, process, publish, display, perform, adapt, modify, create derivative works of, analyze, and otherwise use and exploit the Customer Data to provide, maintain, and improve the Services. Customer acknowledges that Regle will not be responsible or liable for failures or delays to perform the Services to the extent resulting from Customer's delay or failure to provide the Customer Data in a timely manner or the inaccuracy or incompleteness of the Customer Data.
Users
The terms and conditions of this Agreement will apply to each User. Customer will ensure that (a) no User or other person accesses the Services on behalf of another person or entity and (b) Users do not share or transfer access rights to the Services. Customer is responsible for any and all acts and omissions of all Users and any act or omission of any User will, for purposes of this Agreement, be deemed an act or omission of Customer. Customer is responsible for maintaining the confidentiality of its and its Users' account information.
FEES AND PAYMENT TERMS
Customer will pay to Regle the Fees in accordance with the payment terms set forth in the applicable order form. The Fees do not include taxes. Unless otherwise set forth in the order form, Regle will invoice Customer on a quarterly or annual basis in advance for all Fees and Customer will pay all invoiced amounts to Regle within 15 days of the date of the invoice.
Interest and Taxes
Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date the amount is due until the date the amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes levied upon the provision of the Services excluding only taxes based solely on Regle's net income. All Fees are non-refundable and non-cancelable.
Suspension
If any Fees under this Agreement are 30 days or more overdue, Regle may, without limiting its other rights or remedies, (a) suspend all Services until those Fees are paid in full or (b) immediately terminate this Agreement without any further cure period.
DATA PROCESSING
Any processing of Personal Data by Regle on behalf of Customer in connection with providing the Services will be governed by our Data Processing Addendum (DPA). The DPA amends and forms part of this Agreement and applies where Regle Processes Customer Personal Data as a Processor on behalf of Customer, the Controller.
Data Protection
Regle will Process Customer Personal Data only: (a) in a manner consistent with Customer's documented instructions, and (b) as required by applicable laws. Regle will implement and maintain appropriate technical and organizational measures designed to protect Customer Personal Data against Security Incidents and provide the level of protection required by Data Protection Law.
Data Subject Rights
Customer shall be responsible for responding to requests from Data Subjects to exercise their rights under Data Protection Law. Regle will, to the extent permitted by Data Protection Law, notify Customer without undue delay if Regle receives a Data Subject Request and will provide commercially reasonable efforts to assist Customer in responding to such requests.
Security Incidents
Regle will notify Customer without undue delay after becoming aware of a Security Incident and will take commercially reasonable steps to mitigate the effects and minimize any impact from the Security Incident.
Subprocessors
Customer authorizes Regle to use subcontractors to Process Customer Personal Data in connection with providing the Services. Regle will impose data protection obligations upon any Subprocessor that are no less protective of Customer Personal Data than those included in the DPA. Regle will remain liable for any breach of such obligations by its Subprocessors.
CONFIDENTIALITY
Each party may disclose to the other certain confidential and proprietary information ("Confidential Information"). The Receiving Party will maintain in confidence the Confidential Information and will not use the Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information, but in no event less than reasonable care.
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and (c) this Agreement is valid, binding and enforceable against it in accordance with its terms.
Customer further represents, warrants and covenants that (i) it possesses all necessary rights and consents to grant Regle the rights set forth in this Agreement with respect to all Customer Data, (ii) it has collected all Customer Data in accordance with all applicable laws, rules, and regulations, (iii) neither the Customer Data, nor Regle's use of the Customer Data in accordance with this Agreement, will infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party or violate applicable laws, rules, standards, or regulations, and (iv) Customer will use the Services in accordance with all applicable laws, rules, standards, and regulations.
DISCLAIMER AND LIMITATION OF LIABILITY
Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE WARRANTIES EXPRESSLY INCLUDED IN THIS AGREEMENT ARE IN LIEU OF, AND REGLE EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE BY CUSTOMER, ANY USERS, OR ANY ENTITY OR PERSON USING CUSTOMER'S PRODUCTS OR SERVICES AS A RESULT OF CUSTOMER'S USE OF THE SERVICES OR ANY RESULTS OR OUTPUT THEREOF OR CONCLUSIONS DRAWN THEREFROM.
Limitation of Liability
REGLE'S SOLE AND AGGREGATE LIABILITY ON ANY AND ALL CLAIMS, LOSSES, OR LIABILITIES ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, WILL BE LIMITED TO DIRECT DAMAGES AND WILL IN NO EVENT EXCEED THE FEES ACTUALLY PAID TO REGLE IN THE PRECEDING 12 MONTH PERIOD UNDER THE ORDER GIVING RISE TO THE LIABILITY AND ASSOCIATED WITH THE SERVICES PROVIDED. IN NO EVENT WILL REGLE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES.
INDEMNIFICATION
Indemnification by Regle
Regle, at its sole expense, will defend Customer and its directors, officers, employees and agents from and against any and all third- party claims asserting that the Services infringe any Intellectual Property Rights of any third party, and will indemnify Customer from any resulting damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses.
Indemnification by Customer
Customer, at its sole expense, will defend Regle and its directors, officers, employees and agents from and against any Claims and indemnify them from any related Losses arising in connection with or relating to (a) any Customer products or services, (b) any negligence or willful misconduct by Customer, (c) any alleged or actual breach of Customer's obligations under this Agreement, (d) the Customer Data, or (e) Customer's use of the Services.
TERM AND TERMINATION
Term
This Agreement commences on the Effective Date and continues for the Subscription Period. Thereafter, unless terminated as set forth in this Agreement or otherwise provided in the Order, this Agreement will automatically renew for successive periods equivalent to the length of the Subscription Period unless either party provides written notice of non-renewal no less than 30 days prior to the end of the then-current Subscription Period.
Termination
Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and does not remedy the breach within 30 days after its receipt of written notice of the breach. Regle may suspend use of the Services without liability if Regle reasonably determines that (a) the security, stability, integrity, or availability of the Services are imminently threatened or (b) Regle is required by any applicable law to suspend the Services.
Effect of Termination
Upon any termination or expiration of this Agreement, (a) all rights granted to Customer under this Agreement will immediately cease, (b) Customer will immediately pay to Regle all amounts due and payable up to the effective date of termination or expiration of this Agreement, and (c) each party will promptly return to the other party all Confidential Information of the other party then in its possession or destroy all copies of Confidential Information of the other party, at the other party's sole discretion and direction.
OWNERSHIP AND RESERVATION OF RIGHTS
As between the parties and subject to the express grants within this Agreement, Customer owns all right, title and interest in and to the Customer Data, and any and all Intellectual Property Rights embodied in such Customer Data. As between the parties and subject to the express grants within this Agreement, Regle owns all right, title and interest in and to the Services (and any and all modifications to or derivative works of the Services), the Usage Data, and any and all Intellectual Property Rights embodied in or related to the foregoing. Each party reserves all rights not expressly granted in this Agreement.
RESTRICTIONS
Except as expressly authorized by this Agreement, Customer may not:
- Modify, disclose, alter, translate or create derivative works of the Services;
- License, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services;
- Reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Services;
- Use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data;
- Copy, frame or mirror any part or content of the Services;
- Copy any features or functions of the Services or use features or functions of the Services to build a competitive product or service;
- Interfere with or disrupt the integrity or performance of the Services;
- Attempt to gain unauthorized access to the Services or their related systems or networks;
- Take any action that imposes an unreasonable or disproportionately large load on the Services; or
- Use the Services for any purpose that is illegal in any way or that advocates illegal activity.
GENERAL PROVISIONS
Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. Each party submits to the exclusive jurisdiction of any state or federal court sitting in San Francisco, California in any litigation arising out of or relating to this Agreement.
Assignment
Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party without the prior written consent of the other party. Notwithstanding the foregoing, Regle may freely assign this Agreement or any right or duty under this Agreement to an affiliate or to any successor to substantially all of its business or assets.
Amendments and Waivers
No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party.
Force Majeure
Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God, acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any service providers used by Regle, labor disturbances, vandalism, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
CONTACT US
If you have any questions about this Agreement, please contact us at [email protected].