Terms of Service
Effective December 1, 2020
This Terms of Service constitutes a legally binding agreement between you (“you” or “Subscriber”) and Regology, Inc., a Delaware Corporation (“we” or “Regology”) governing your use and access to www.regology.com (the “Platform”) and the software, services and content made available through the Platform (collectively the “Services”).
These Terms of Service include provisions for binding arbitration on an individual basis – which includes a waiver of a right to a jury trial or a right to file a class action. (See Section 24).
- Definitions. The following terms shall be capitalized throughout these Terms of Service and shall be defined as follows:
1. Authorized Users. The term “Authorized Users” refers to all users authorized by Subscriber to access and use Subscriber’s Regology account.
2. Content. The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged with Subscriber to facilitate the provision of Services under these Terms of Service.
3. Subscription Tier. The term “Subscription Tier” refers to the subscription tier selected and purchased by Subscriber on the Platform.
4. Subscription Tier. The term “Subscription Tier” refers to the subscription tier selected and purchased by Subscriber on the Platform.
5. Updates. The term “updates” means any and all bug fixes, patches, and maintenance releases to the Services.
- Services. Regology will provide Services to Subscriber in accordance with the terms and conditions of the Subscription Tier purchased by Subscriber on the Platform. Regology may from time to time issue updated versions of its Services. You consent to such automatic updates and agree that these Terms of Service will apply to all such updates.
- Subscriber’s Regology Account. To be eligible to use the Services, you must be at least 18 years of age and/or have legal capacity to enter into a binding contract in your country of residence, establish an online account and accept these Terms of Service. In establishing an account, you consent to receive all communications with regard to any activity related to the Platform and/or Services by the Subscriber-provided email or other available in-platform notifications.
- Account Security. Access by Subscriber and Authorized Users shall be subject to the terms and conditions of the purchased Subscription Tier and these Terms of Service. Subscriber shall be responsible for maintaining the confidentiality and security of account login information and will notify Regology at firstname.lastname@example.org of any change in authorization, any unauthorized use of an account or username, or other account related security breach. Regology shall not be liable for any loss or damage arising from the failure of any user to keep your password or account secure.
- End User License Agreement. Regology hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license during the Subscription Term to access and utilize the Services pursuant to the terms of the Subscription Tier purchased by Subscriber. This EULA grants Subscriber the right to access and utilize the Services only for the number of users authorized under the applicable Subscription Tier purchased by Subscriber.
- Content License. Subscriber hereby grants to Regology a non-exclusive, perpetual, sublicensable, irrevocable, royalty-free, worldwide right and license to collect, process, store, host, copy, transmit, display, distribute, disseminate, modify, and create derivative works of any and all Content submitted by Subscriber for purposes of providing the Services.
- Feedback License. We consider any feedback, suggestions, ideas, proposals or other material submitted by users, whether solicited or unsolicited, (collectively, the “Feedback”) to be non-confidential and non-proprietary. Regology shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Regology a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
- Reservation of Rights. All right, title and interest in the Platform and Services shall at all time remain solely and exclusively the property of Regology. Except for the licenses granted herein, Subscriber shall retain all rights in any Content submitted by Subscriber.
- Use Restrictions. Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. Subscriber will not sell, resell, license, sublicense, distribute, rent or lease the Services to any third party for any purpose, commercial or otherwise.
- Objectionable Content. Regology is not responsible for any Subscriber Content. Regology does not have any obligation to prescreen, monitor, edit or remove any Subscriber Content and shall not be liable for any damage or harm resulting from the uploading, posting or submission of any Subscriber Content. Regology reserves the right, but has no obligation, to take any action to restrict or remove access to any Subscriber Content that Regology deems, in its sole and absolute discretion, to violate these Terms of Service, applicable law, or the rights of any third parties.
- Content Representations and Warranties. Subscriber represents and warrants that all Content generated, posted, submitted and/or exchanged through the Platform shall not (i) infringe on the rights associated with the copyrights, trademarks, trade secrets, patents or other intellectual property rights of any third party, or (ii) violate any statute, law, ordinance or regulation.
- DMCA – Notice of Claimed Infringement. If you have a good faith belief that your copyright has been infringed, you can download and submit a Notice of Claimed Infringement to the Regology’s Designated Agent at email@example.com.
- Free and/or Beta Services. From time to time, Regology may offer certain Beta and/or free Services. Any beta or other Services offered on the Platform at no charge to its users may be terminated by either party at any time. Regology further reserves, in its sole and absolute discretion, the right to disable, suspend, modify or impose fees on any free or beta Services, at any time. Regology will notify its users of any changes in fees for Services and users will be free to terminate any such free or beta Services prior to the imposition of any newly imposed fees.
- Fees and Term.
1. Payment. By purchasing the applicable Subscription Tier, Subscriber expressly authorizes Regology to charge the applicable Subscription Fees and/or additional selected product and service fees pursuant to the authorized method selected by Subscriber on the Platform.
2. Taxes. Subscriber shall be responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized or other taxes imposed on the purchase or use of the Services.
3. Late Payments. In the event Regology is unable to process payment of the applicable Subscription Fees, Regology reserves the right to suspend or terminate services for payments that are more than ten (10) days past due.
4. No Refunds. Subscriber shall be responsible for all fees for the entire Subscription Term. Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.
- Subscription Term. The term of the subscription will commence on the date the subscription is purchased and shall continue for the periodic subscription term chosen by you on the Platform (“Subscription Term”), and any renewal thereof, until terminated pursuant to these Terms of Service.
- Subscription Automatic Renewal. Services will automatically renew for subsequent periodic terms equal to the expiring Subscription Term, unless either Party provides written notice of non-renewal at least ten (10) days before the end of the applicable Subscription Term. The fees for the automatic renewal term will be the same as that during the immediately prior term (exclusive of initial discounts or fees for optional upgrades, additional products, licenses or integrations over and above the base Services rate) unless Regology provides prior written notice of a fee increase at least thirty (30) days before the end of the applicable Subscription Term.
1. Automatic Termination. These Terms of Service shall automatically terminate upon the bankruptcy or insolvency of either party.
2. By Regology. Without limitation of any other remedies, Regology may suspend or terminate Services, restrict or prohibit access or use of the Platform, remove or restrict Content, and/or take any technical or legal steps necessary, (i) for non-payment pursuant to the terms of Section 16(c), and (ii) immediately, in Regology’s sole and absolute discretion if Regology (w) suspects a breach of these Terms of Service; (x) is unable to verify or authenticate a Subscriber’s account; (y) believe that a Subscriber has engaged in improper or fraudulent activity in connection with the Platform or that a Subscriber’s actions may cause legal liability or financial loss to Regology, or (z) believes a Subscriber is infringing the rights of any third party.
3. By Subscriber. Subscriber may terminate its account and the Services if Regology breaches any material provisions of these Terms of Service and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.
4, Effect of Termination
1. Deletion of Subscriber Content. Regology will retain Subscriber Content for thirty (30) days following expiration or termination of the Services. Thereafter, Regology will delete Subscriber Content (except for account information retained for applicable internal financial, legal, or regulatory purposes) without further obligation or liability to Subscriber.
2. Survival. The following Sections survive termination of this Agreement: Individual Binding Arbitration, Disclaimer of Warranties, Indemnity, Limitation of Liability, and Governing Law.
- Intellectual Property.
1. Copyright. Regology and the Platform’s logos, design, text, graphics, software code and other files, and the selection arrangement and organization thereof, are owned by Regology. You may not use such materials without permission. © Regology, Inc. 2017 – 2020. ALL RIGHTS RESERVED. NO CLAIM TO ORIGINAL U.S. GOVERNMENT WORKS/LOGOS OR OTHER WORKS IN THE PUBLIC DOMAIN.
2. Trademarks. Regology and its logos, page headers, custom graphics, button icons and scripts are trademarks or trade dress of Regology
3. Ownership and Use. Unless otherwise stated herein, nothing in these Terms of Service or your use of the Platform and Services gives you a right or license to use any of our copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.
- Representations and Warranties. Subscriber represents and warrants that Subscriber is at least 18 years of age and/or has the legal capacity to form a binding contract in Subscriber’s country of residence. If Subscriber is registering on behalf of a corporate entity, Subscriber represents and warrants that Subscriber is authorized to enter into, and bind the entity to, these Terms of Service.
- Export Compliance. Services may be subject to export laws and regulations of the United States and other jurisdictions. Subscriber represents and warrants that it is not named on any U.S. government denied-party list. Subscriber shall not permit access or use any Services in a U.S. embargoed country or territory or in violation of any U.S. export law or regulation.
- Prohibited Use. In your use of the Services, you may not:
1. Post false, inaccurate, misleading, defamatory, obscene, sexually explicit, or harassing content;
2. Violate any law, statute, ordinance or regulation;
3. Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights;
4. Attempt to use another account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;
5. Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users;
6. Modify, adapt or hack the Platform or modify another Platform so as to falsely imply that it is associated with Regology;
7. Use any robot, spider, scraper or other automated means to access the Platform for any purpose whatsoever;
8. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform’s infrastructure;
9. Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or
10. Bypass the Platform’s robot exclusion headers or other measures Regology may use to prevent or restrict access to Regology.
- Customer Support. Please report any errors regarding the Content made available to Subscriber via our in application help. Customer support is also available by email at firstname.lastname@example.org to address any issues you may have regarding your use of the Services. Most concerns can be quickly resolved in this matter.
- Individual Binding Arbitration.
1. Dispute Resolution. EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with Regology arising out of or relating to the Platform, Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of these Terms of Service. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.
2. Filing. The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org. When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to email@example.com.
3. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims courts for disputes or claims within the scope of that court’s jurisdiction.
- CONTENT DISCLAIMER: NOT PROFESSIONAL ADVICE BY A LICENSED PRACTITIONER. THE CONTENT MADE AVAILABLE THROUGH THE PLATFORM IS AN INFORMATIONAL SERVICE ONLY AND IS NOT PROVIDED BY REGOLOGY IN A PROFESSIONAL, LICENSED CAPACITY. REGOLOGY IS NOT A LAW FIRM, CERTIFIED PUBLIC ACCOUNTANT OR OTHER LICENSED PROFESSIONAL AND THE CONTENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE LEGAL, TAX OR OTHER PROFESSIONAL ADVICE AND NO ATTORNEY-CLIENT OTHER PROFESSIONAL-CLIENT RELATIONSHIP IS FORMED. THE ACCURACY, COMPLETENESS, ADEQUACY OR VALIDITY OF THE CONTENT IS NOT WARRANTED OR GUARANTEED. USE OF, OR RELIANCE ON, THE CONTENT IN ANY MANNER IS AT YOUR OWN RISK.
- DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THESE TERMS OF SERVICE, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REGOLOGY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, REGOLOGY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.
- DISCLAIMER OF THIRD PARTY CONDUCT. REGOLOGY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM OR SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, REGOLOGY MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, OR RESOURCES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, OR RESOURCES.
- LIMITATION OF LIABILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM, CONTENT AND SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER REGOLOGY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, CONTENT OR SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM, CONTENT AND SERVICES, EVEN IF REGOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REGOLOGY’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, THE PLATFORM, CONTENT OR SERVICES, EXCEED THE FEES PAID TO REGOLOGY IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM, WHICHEVER IS GREATER.
- INDEMNITY. To the maximum extent permitted by law, Subscriber agrees to indemnify, defend and hold harmless Regology, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties arising out of or relating to Subscriber’s (a) use of the Platform or Services (b) breach of these Terms of Service, (c) violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right, and/or (d) a breach of Subscriber’s representation or warranties under these Terms of Service.
- Miscellaneous Provisions.
1. Force Majeure. Regology will not be liable or responsible for any delays in providing the Services, or for failing to provide the Services, as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, denial of service attack, fire, flood, civil disobedience, terrorism, labor disruptions, strikes, lockouts, government-ordered closures, freight, embargoes, terrorism, natural disaster, denial of service attacks, war or acts of God.
2. Severability. The validity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provision of these Terms of Service.
3. Modifications. Our employees, volunteers or agents are not authorized to vary our Terms of Service. No modification of these Terms of Service shall be effective unless it is in writing and either signed by an authorized representative of Regology or posted on the Platform.
4. Choice of Law. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue in the County of Santa Clara, with regard to any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof.
5. Assignment. Subscriber shall not assign any of the rights or obligations under these Terms of Service without the prior written consent of Regology. However, consent is not required for an assignment of these Terms of Service in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of Subscriber’s assets. Regology may assign this Agreement at any time in its sole and absolute discretion.
6. Successors and Assigns. These Terms of Services are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
7. No Waiver. No failure or delay by a party exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof.
8. Independent Contractor. Regology is providing the Services to Subscriber is an independent contractor. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms of Service.
9. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
10. Notices. All notices required or permitted to be given under these Terms of Service will be in writing and delivered to Regology at firstname.lastname@example.org and Subscriber to the email account associated with Subscriber’s Regology account.
- Entire Agreement. These Terms of Service comprises the entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.