WAREIM/ReiOps Services Agreement

Updated June, 2014

This agreement is between you or the entity you represent and WAREIM LLC listed in Exhibit A, and consists of the terms below, Exhibit A, Offer Details for any Service as published on the date of a Service purchase or renewal and terms incorporated by reference (together, the "Agreement"). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Service, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. Key terms are defined in Section 9.

  1. Services.

    1. Right to use. We grant you the right to access and use the Services in accordance with this Agreement.

    2. User Plan. Each user of ReiOps must be allocated an individual User Plan.

    3. Manner of use. You may not:

      1. reverse engineer, decompile, disassemble or work around technical limitations in the Services, except to the extent that applicable law permits it despite these limitations;
      2. disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services;
      3. rent, lease, lend, resell, transfer, or sublicense any Services or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Services component;
      4. use the Services for any purpose that is unlawful or prohibited by this Agreement; or
      5. use the Services in any manner that could damage, disable, overburden, or impair any WAREIM service, or the network(s) connected to any WAREIM service, or interfere with any other party's use and enjoyment of any Services.

    4. Updates. We may make changes to the Services from time to time, including: the availability of features; how long, how much or how often any given feature may be used; and feature dependencies upon other services or software. We will provide you with prior notice before removing any material feature or functionality of ReiOps (excluding Previews), unless security, legal, or system performance considerations require an expedited removal.

    5. Preview features. We may make features available on a Preview basis. Previews are provided "AS-IS". Previews may be subject to reduced or different security, compliance, privacy, availability, reliability, and support commitments. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into "General Availability", and if we do make Previews "Generally Available" we may charge for any such features.

  2. Software.

    1. Scope of rights. All WAREIM Software are the copyrighted works of WAREIM or its suppliers. All WAREIM Software are licensed not sold and may not be transferred unless specified otherwise in any license terms provided with the WAREIM Software. Rights to access WAREIM Software on any device do not give you any right to implement WAREIM patents or other WAREIM intellectual property in software or devices that access that device.

  3. Security, privacy, and Customer Data.

    1. Security. We maintain technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.

    2. Privacy and data location. We treat Customer Data in accordance with the terms herein. We may transfer to, store, and process Customer Data in the United States or in any country where we or our Affiliates or subcontractors have facilities used for ReiOps. You will obtain any necessary consent or rights from end users or others whose data or personal information or other data you will be hosting in the Services.

    3. Rights to Provide Customer Data. You are solely responsible for your Customer Data. You must have, and you hereby grant us, sufficient rights to use and distribute Customer Data (including Customer Data sourced from third parties) necessary for us to provide you the Services without violating the rights of any third party, or otherwise obligating WAREIM to you or to any third party. We do not assume any additional obligations that may apply to Customer Data except as required by applicable law.

    4. Ownership of Customer Data. Except for software and Content we license to you, as between the parties, you retain all right, title and interest in and to Customer Data. We acquire no rights in Customer Data other than as described in this Section 3.

    5. Use of Customer Data. We will use Customer Data to provide the Services. This use may include troubleshooting to prevent, find and fix problems with the operation of the Services and ensuring compliance with this Agreement. It may also include: providing you with suggestions to help you discover and use functionality within the Services; improving the features of our Services; and otherwise use patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services. We will not use Customer Data or derive information from it for any (1) advertising or (2) other commercial purposes (beyond providing you with the Services) without your consent.

    6. Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any retention period. We have no additional obligation to continue to hold, export, or return Customer Data and have no liability whatsoever for deletion of Customer Data pursuant to this Agreement. The Services may have features that incur additional charges or are only available at a specific paid-for-service feature tier. If your account is in arrears or is downgraded to a lesser service feature tier your Customer Data will be preserved, but certain features necessary to access that Customer Data may be inaccessible.

    7. Third party requests of Customer Data. We will not disclose Customer Data to a third party (including law enforcement, other government entity, or civil litigant, but excluding our subcontractors) except as you direct or unless required by law. We will ask any third party demanding access to your Customer Data to contact you directly using your basic contact information. We will promptly notify you and provide a copy of the demand unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of Services.

    8. Subcontractors. We may hire other companies to provide limited services on our behalf, such as customer support. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services we have retained them to provide. We remain responsible for our subcontractors’ compliance with the obligations set forth in this Agreement.

    9. Compliance with law. We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to information technology services providers. You will comply with all laws applicable to your Customer Data, and use of the Services, including any laws applicable to you or your industry.

  4. Customer accounts, customer conduct, identity services, and feedback.

    1. Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.

    2. Responsibility for your accounts. You are responsible for: any and all activities that occur under your account; maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.

    3. Your conduct and the availability of third party content and links to third party content. . For any public, community interaction you undertake on the Services you must follow the Rules of Conduct. We have no obligation to monitor the content and communications of third parties on the Services; however, we reserve the right to review and remove any such materials posted to the Documentation Portals in our sole discretion. Third parties that participate on the Services are not authorized WAREIM spokespersons, and their views do not necessarily reflect those of WAREIM.

    4. Submissions and feedback. We do not claim ownership of any Submission unless otherwise agreed to by the parties. However, by providing a Submission, you are irrevocably granting WAREIM and its Affiliates the right to make, use, modify, distribute and otherwise commercialize the Submission in any way and for any purpose (including by granting the general public the right to use your Submissions in accordance with this Agreement, which may change over time). For Submissions provided to the Documentation Portals you further grant the right to publish specific identifying information in connection with your Submission. These rights are granted under all applicable intellectual property rights you own or control. No compensation will be paid with respect to the use of your Submissions. WAREIM is under no obligation to post or use any Submission, and WAREIM may remove any Submission at any time. By providing a Submission you warrant that you own or otherwise control all of the rights to your Submission and that your Submission is not subject to any rights of a third party (including any personality or publicity rights of any person).

  5. Term, termination, and suspension.

    1. Agreement Term and termination. You may terminate this Agreement at any time.

    2. Regulatory. . In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.

    3. Suspension. We may suspend your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; or (3) you violate this Agreement. We will attempt to suspend access to the minimum necessary part of the Services while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate this Agreement and delete your Customer Data without any retention period. We may also terminate your account if your use of the Services is suspended more than twice in any 12-month period.

  6. Warranties.

    1. WAREIM Services warranty. 

      EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, WAREIM AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES (INCLUDING THE CONTENT) "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    2. Third party content and materials. WAREIM DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, WAREIM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

  7. Limitation of liability.

    1. Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to the amount paid under this Agreement for the Services giving rise to that liability during the 3 months before the liability arose, or for Services provided free of charge, Ten United States dollars ($10.00 USD).

    2. EXCLUSION. NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.

    3. Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to breach of any confidentiality obligation or violation of the other's intellectual property rights.

  8. Miscellaneous.

    1. No additional rights granted. We reserve all rights not expressly granted under this agreement, and no other rights are granted under this agreement by implication or estoppel or otherwise.

    2. Notices.
      You must send notices by mail to the address listed for the WAREIM contracting entity listed in Exhibit A. You agree to receive electronic notices from us related to the Services, which will be sent by email to your specified end user or administrator contact information or presented to you in the Service experience. Notices are effective on the date on the return receipt for mail, the date sent for email, and the date presented if within the Service experience.

    3. Assignment. You may not assign this agreement either in whole or in part.

    4. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

    5. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

    6. No agency. We are independent contractors. This agreement does not create an agency, partnership or joint venture.

    7. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

    8. Applicable law and venue. The choice of law and venue applicable to the geography of your primary place of business is listed in Exhibit A.

    9. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. Additional terms applicable to this agreement based on the geography of your primary place of business are listed in Exhibit A.

    10. Survival. The following provisions will survive this agreement’s termination: 1.b, 2.a, 3, 4.a-d, 5, 6, 7, 8, 9, Exhibit A and all other definitions.

    11. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).

    12. Modifications. We may modify this agreement at any time with or without individual notice to you by posting a revised version on the legal information section of the Services and Documentation Portals (or an alternate site we identify), or by notifying you in accordance with Section 8.b. Any modifications will be effective upon your continued use of a Service.

  9. Definitions.

    Any reference in this agreement to "day" will be a calendar day.

    "Affiliate" means any legal entity that a party owns or that owns a party, with a 50% or greater interest.

    "Content" means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection.

    "Customer Data" means any Content or other data, including all text, sound, software, or image files that are provided to us by, or on behalf of, you through your use of the Services for use by you or your authorized users. Customer Data does not include Submissions or any other Content or data that you submit to the Documentation Portals or otherwise provide via the Services for public access.

    "Services" means ReiOps, and other services we identify as governed by this Agreement.

    "Documentation Portals" means any content, documentation and marketing information available on sites available under the wareim.com or reiops.com domains or at alternate sites we identify.

    "WAREIM Content" or "ReiOps Content" means Content on the Services provided by WAREIM and its suppliers.

    "WAREIM Software" or "ReiOps Software" means WAREIM software and computer code

    "Offer Details" means the pricing and related terms applicable to paid for Services.

    "Preview" means preview, beta, or other pre-release versions of Services or specific features of Services offered by WAREIM.

    "Services" means the Services, Documentation Portals, and WAREIM Software we make available to you under this Agreement. The service is accessible through the http://www.reiops.com site or by any other mean made available by WAREIM or ReiOps.

    "Submissions" means Content, code, comments, feedback, suggestions, information or materials that you provide to WAREIM via the Documentation Portals, the Services, or by other means for public access or for the purpose of improving any WAREIM products or services (rather than for your personal use or use by your authorized users). Submissions do not include Customer Data.

    "User Plan" means a per-user based subscription, trial, or other WAREIM granted benefit that permits access to and account services for the Services.

    "we" and "us" means the WAREIM entity listed in Exhibit A applicable to your location and its Affiliates, as appropriate.

    "you" and "your" means the person or entity accepting this Agreement to use the Services.

COPYRIGHT NOTICE

© 2013 WAREIM. All rights reserved.

 

Exhibit A

Agreement Addendum

WAREIM's contact information, the controlling law and venue, and additional terms governing this agreement with you are indicated below.

WAREIM LLC
3020 Issaquah Pine Lake Rd.
#331
Sammamish, WA 98075

This agreement is governed by State of Washington law, without regard to its conflict of laws principles. Any action to enforce this agreement must be brought in the State of Washington. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.