Last Modified: August 13, 2022
These Terms and Conditions (including all of our other terms and policies referenced herein, these “Terms”) constitute a legal agreement between Regline Outdoors, Inc. (“Regline,” “we,” “us” or “our”) and you, regardless of your corporate form or if you are an individual (“Customer” or “you”) and governs your use of, and dealings with us, any of our products and/or services, including our website https://www.reglineoutdoors.com, Platform (as defined below), and integrated services (collectively, the “Services”).
BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES, BY PURCHASING A SUBSCRIPTION TO THE SERVICES AND BY CLICKING ACCEPT, YOU ARE AGREEING TO THESE TERMS. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”). These Terms, an Order Form take effect when you click the “Accept” button or similar check box presented to you as part of the sign-up process or when you first use the Services, whichever is earlier, and will remain in effect during the relevant subscription term for the Services or until terminated as specified in these Terms. If you are under age eighteen (18), you may only use the Services with the consent of your parent or legal guardian, who must accept these Terms on your behalf. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to these Terms and the term “Customer” or “you” will refer to that entity. If you do not have this authority, are under the age of eighteen (18) or if you do not agree with these Terms, you must not select the “Accept” button or accept these Terms and you may not access or use the Services.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT, AND REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.
MAKE SURE YOU READ THIS AGREEMENT, THE ORDER FORM AND THE PRIVACY POLICY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS TO USE THE SERVICES. The Order Form provides the specific terms and conditions regarding Customer’s subscription for the Services, pricing methodologies and the length of the term Regline will provide the Services. These Terms, including the Order Form and our Privacy Policy, which are incorporated herein, define the terms and conditions under which you’re allowed to use the Services in accordance with these Terms, which in addition to our Privacy Policy, describe how we’ll treat your account and the data we collect and process about you while you’re a customer. If you don’t agree to these Terms, you must immediately discontinue your use of the Services.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND REGLINE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND REGLINE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Definitions. In addition to the terms otherwise defined in these Terms or the Order Form, the following terms have the definitions below:
“Affiliates” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding.
“Customer Data” means any files, graphics, images, text, emails, data or other information submitted by Customer in the course of using the Services and/or collected by Regline, including, but not limited to, Personal Data or Sensitive Data processed by Regline on behalf of Customer.
“Documentation” means documentation that is provided to Customer that describes the then-current specifications, functions, and features of the Services, Platform, or Deliverables (including operating manuals, user guides, and any other documentation that Regline generally makes available to its customers or specifically makes available to Customer and also including any modifications), in any form.
“Intellectual Property” means the property of a party that is protected in any manner by Intellectual Property Rights.
“Intellectual Property Rights” means all existing and future right(s), title(s), and interest(s), where recognized, in and to Intellectual Property. Intellectual Property Rights includes, but is not limited to, all worldwide copyrights, patents (including patent applications and disclosures), trademarks, trade secrets, know-how, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, domain names, business names, trade names, moral rights, performance rights, designs, mask works, sui generis database rights, rights of publicity, other intellectual property rights of whatever nature, proprietary rights, and all rights or forms of protection that have an equivalent or similar effect, anywhere in the world, whether they are registered or unregistered. This includes any applications for registration.
“Platform” means the content, features, functionality, tools, data, software applications, and APIs provided by Regline via https://www.reglinoutdoors.com and/or such other designated websites as described in the Documentation, as updated from time to time.
“Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person and Sensitive Data. This includes any information that is deemed “personal information” or “personal data” (as defined by applicable data protection laws).
“Sensitive Data” means (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; or (f) other information that falls within the definition of “special categories of data” under applicable data protection laws.
“Services” means the Platform and other services that Regline will provide to Customer, as described in an Order Form and these Terms.
2. Changes to these Terms.
2.1 Changes to these Terms. These Terms specifically incorporate the Order Form and our Privacy Policy, which are incorporated herein. We may revise and update these Terms from time to time in our sole discretion. In such a case, we will provide you with advance notice of such changes (either via the Services, through your account, or through the contact information that you associate with your account).
2.2 Effective Date of Changes. Changes to these Terms become effective on the date on which we post them, which is the date appearing next to the label “Effective as of” or “Revised and Effective as of” at the top of these Terms (the “Terms Revision Date”). You are provided links to review the most current version of these Terms at any time on our website, before you purchase a Subscription Plan to any Services, and any vital links made available to you before logging into your account to access and use the Services. You acknowledge and agree that registering for, purchasing subscriptions to, logging into, accessing, or using the Services after any Terms Revision Date indicate your acceptance to the version of the Terms in effect on that date, which are binding upon you. Without limiting the foregoing, any changes to the section titled “Dispute; Arbitration” do not apply to any claims or disputes of which you or we have actually notified the other on or prior to the date the change becomes effective and binding on you as described in this Section.
2.3 Withdrawal of Acceptance. If, within ten (10) calendar days of the Terms Revision Date (the “Acceptance Withdrawal Period”), you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of the withdrawal of your acceptance in accordance with the section titled “Notices” hereof. Upon our receipt of your written notice of the withdrawal of your acceptance, your rights to use all Services shall terminate immediately, we will terminate your access to the same, and the provisions of the section titled “Effect of Termination” shall apply hereto.
2.4 Notification of Withdrawal. You are solely responsible for properly and timely notifying us of the withdrawal of your acceptance to amendments to these Terms within the Acceptance Withdrawal Period. If you do not notify us of the withdrawal of your acceptance to any amendments to these Terms within the Acceptance Withdrawal Period, then you will be deemed to have accepted the updated Terms including all amendments, and the updated Terms will control, from the latest Terms Revision Date going forward.
3. Customer Account.
3.1 Eligibility.
(a) In order to use the Services, you must: (i) be at least eighteen (18) years old or older and of legal age to enter into a binding agreement with us or if under age eighteen (18), you must obtain the consent of your parent or legal guardian, who must accept these Terms on your behalf; (ii) complete the account registration process; (iii) agree to these Terms and the other terms and conditions linked in these Terms or specifically referenced herein; (iv) provide true, complete, and up-to-date contact and billing information; (v) not be based in any territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and (vi) not be listed on any U.S. government list of prohibited or restricted persons.
(b) By using the Services, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Services in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
(c) Regline may refuse service, close accounts of any Customers, and change eligibility requirements at any time.
3.2 Registration. To use the Services, you must provide all information we reasonably request to establish, register and confirm your account (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of the Services) confidential and disclose them only on a “need-to-know” basis.
3.3 Account Activation. Regline will provide Customer with an account in order to use the Services. Customers are fully responsible for all activities performed on, with or through their account. Customer agrees that it shall: (i) provide true, accurate, current and complete information as prompted by the registration form in the Platform (the “Registration Data”), (ii) maintain and promptly update the Registration Data to ensure the information is true, accurate, current and complete, (iii) promptly, and without undue delay, inform Regline of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and (iv) endeavor to exit from the account at the end of each work session. Regline undertakes no obligation to verify the Registration Data provided by Customer. If Customer breaches subsection (iii) above, Regline may, upon reasonable notice and opportunity to cure, suspend Customer’s account and refuse any and all current or future use of the Services (or any part of them), until such condition is remedied to Regline’s reasonable satisfaction.
3.4 Password Confidentiality. Each Customer using the Services must choose a password when registering. Customer will maintain the confidentiality of the passwords. Customer acknowledges that once the initial password provided to Customer is changed, Regline does not retain the technical ability to retrieve such passwords, and Customer will need to follow the steps to reset its password if lost or forgotten.
3.5 Security. Customer is (i) solely responsible for maintaining the security and control of its username(s) and access passwords to its account; and (ii) fully liable for all activity that occurs under its account. Customer agrees to immediately notify Regline if it becomes aware of any unauthorized activity under its account and will cooperate with Regline to prevent any further unauthorized activity.
4. Services.
4.1 License to Use Services.
(a) During the Term, and as set forth in one or more Order Forms, Regline will provide Customer with access to the Services. During the Term, and subject to compliance with these Terms, Regline grants to Customer a worldwide, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right and license to access and use available features of the Services.
(b) Customer acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the Regline infrastructure is designed to support updates by the Regline engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact Customer’s use of the Services, Regline will have no obligation to provide notice to Customer regarding such maintenance activities. Regline will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.
(c) From time to time, we may delete, remove, and/or modify features and functionalities of the Services as we deem necessary or desirable in our sole business discretion. However, if you have already prepaid fees to us and/or committed to an annual Subscription Period for use of the Services and a deletion and/or modification removes a core functionality of the Services, then you may terminate your use of the Services and receive a refund of a pro-rated portion of any unused prepaid fees paid to us (if any) by giving written notice to us, in accordance with the section titled “Notices” hereof, within thirty (30) days after the core functionality was deleted, which right of termination and refund (if any) will be your sole and exclusive remedy for any changes to the features or functionalities of the Services. We shall have the sole and final right to make a determination as to whether or not any functionality or particular service is deemed “core functionality” of the Platform.
(d) Regline may, at its sole discretion, make certain services available to Customer on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description (“Beta Release”). Notwithstanding anything to the contrary in these Terms, Customer acknowledges and agrees that Beta Release is provided on an “as is” and “as available” basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. Regline does not guarantee that future versions of Beta Release will be released or that if such Beta Release is made generally available, it will be substantially similar to the current Beta Release. Regline may terminate Customer’s right to use Beta Release at any time for any reason. If Regline publicly releases Beta Release, Customer may execute, if required, a separate Order Form to procure the relevant Services (being the publicly available version of the Beta Release) at then-current applicable fees.
4.2 Use Restrictions.
(a) Except as permitted under these Terms or as required by law, Customer will not, and will not permit or encourage anyone else, to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Regline, or interfere with another party’s use of the Services; (ii) publish, upload, ship, distribute or disseminate any harmful, infringing, fraudulent, tortious, or unlawful material or information (including any unsolicited commercial communications); (iii) misrepresent, or in any other way falsely identify, the Customer’s identity or affiliation, including through impersonation or altering any technical information in communications using the Services; (iv) transmit or upload any Customer Data through the Services containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Regline’s, or any other person’s or entity’s, network, computer system, or other equipment; (v) interfere with or disrupt the Services, networks or servers connected to the Regline systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Services; (vi) attempt to gain unauthorized access to the Services, other Regline customers’ computer systems or networks using the Services through any means; (vii) copy, modify or create Derivative Works or improvements of the Services or Platform; (viii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Platform, in whole or in part; (ix) bypass or breach any security device or protection used by the Services or Platform or access or use the Services or Platform other than through the use of then valid access credentials; (x) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property rights notices from any Services or the Platform; (xi) access or use the Services or the Platform for purposes of the development, provision, or use of a competing software service or product, or (xii) sell, resell, assign, pledge, transfer, license, sublicense, distribute, rent or lease the Services or Platform.
(b) Regline reserves the right to review information posted by Customers to ensure that it complies with this or any other section of these Terms, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with these Terms and/or applicable law.
4.3 Suspension for Compliance and Security Concerns. Both parties represent and warrant that they will observe and comply with all applicable laws in connection with their performance under these Terms including data protection laws. Customer will notify Regline, promptly and without any undue delay, of any discovered unauthorized use of the Services or any other breach of security that is known or reasonably suspected by Customer. Regline may suspend the Services, upon notice and a reasonable opportunity to cure, in the event of a material violation by Customer of any obligation contained in this Section 4, until such violation ceases, and Regline receives reasonable assurances that such violation will not continue. Any use of the Services in violation of these Terms by Customer that, in Regline’s reasonable judgment, threatens the security, integrity or availability of Regline’s services or that of its other customers, may result in Regline immediately suspending the Services; however, Regline will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.
4.4 Privacy. To the extent that the Customer provides Personal Data to Regline, Regline’s collection, use, retention, and disclosure of such Personal Data will be governed by the Regline Privacy Policy. Regline agrees to use its best efforts in accordance with industry best practices to implement administrative, physical, and technical safeguards necessary to ensure the security, confidentiality, and integrity of Personal Data.
5. Confidentiality.
5.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has business, technical or financial information relating to Disclosing Party’s business which it has disclosed or may disclose during these Terms (the “Confidential Information”). Regline’s Confidential Information includes non-public information regarding features, functionality and performance of the Services, as well as all user visible aspects of the Services. Customer’s Confidential Information includes information provided by Customer to Regline to enable the provision of the Services as well as all Personal Data. The terms and conditions of these Terms, including all pricing and related metrics, are each party’s Confidential Information.
5.2 Non-Use. Receiving Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own most important confidential information. Receiving Party agrees (a) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or exercise its rights under these Terms and (b) not to disclose any Confidential Information of Receiving Party to third parties or to such party's employees, officers, agents, contractors or other representatives (the “Personnel”), except to those Personnel of Receiving Party who need or have access to such Confidential Information in order to perform works in connection with these Terms and are subject to confidentiality obligations consistent with those of these Terms.
5.3 Exceptions. Disclosing Party agrees that these confidentiality obligations will not apply to any information that Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; and/or (d) was independently developed without use of any Confidential Information of Disclosing Party. Nothing in this Section 5 precludes either party from disclosing the other party’s Confidential Information as required by law or a legal process, provided that such party (i) gives the other party prior written notice sufficient to permit the other party to contest the disclosure or seek a protective order (or other confidential treatment) and (ii) reasonably cooperates with the other party in limiting the disclosure. In addition, a party may disclose information concerning these Terms and the transactions contemplated under these Terms, including providing a copy of these Terms, to any or all of the following: (i) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (ii) the party’s outside accounting firm, or (iii) the party’s outside legal counsel.
5.4 Return of Confidential Information. Promptly following the earlier of (a) the expiration or earlier termination of these Terms, or (b) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or destroy all Confidential Information that is in written, electronic or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, or computer memory, whether or not prepared by Receiving Party) to the extent containing or summarizing any portion of the Confidential Information, including, without limitation, all copies and extracts of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section 5. Notwithstanding anything to the contrary in these Terms, Regline may retain Confidential Information after termination of these Terms for such period of time agreed to by Customer and Regline. To the extent either party is required by law to maintain copies of Confidential Information or records related to disclosure or handling, that party will be under no obligation to destroy such information, however it will remain subject to the obligations in this section.
5.5 Equitable Remedies. Receiving Party acknowledges that in the event of a breach of this Section 5 by Receiving Party, substantial injury could result to Disclosing Party and money damages will not be a sufficient remedy for such breach. In the event that Receiving Party engages in, or threatens to engage in any act which violates any provision of these Terms, Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of these Terms. Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
6. Intellectual Property Ownership.
6.1 For Regline. Except for the limited right to access and use the Services under these Terms and the applicable Order Form, Customer acknowledges and agrees that, as between the parties, Regline (or its licensors) have and will retain any and all rights, title, and interest in the Services and all derivative works made by any person or entity in or to the Services, including, but not limited to, Intellectual Property Rights associated with the Services. Customer will not assert or cause any other party to assert any right, title, or interest in or to the Services or other portion of Regline’s Intellectual Property Rights. These Terms do not give Customer any rights of ownership in, or related to, the Services, any Regline software or the Intellectual Property Rights owned by Regline.
6.2 For Customer. Except as set forth in these Terms, these Terms does not give Regline any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.
6.3 Intellectual Property Rights Policy. Regline respects the Intellectual Property Rights of others and ask that Customer do the same. Regline has adopted an Intellectual Property Policy regarding third-party claims that Customer Data infringes the rights of others. Regline responds to all valid notices of such infringement, and Regline’s policy is to suspend or terminate the accounts of repeat infringers.
6.4 Feedback. Customer may, but is not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback to Regline relating to Regline’s software, the Services, or business operations (“Feedback”). To the extent Customer provides Feedback, Customer grants Regline a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any such Feedback into its software, the Services, or its business operations.
6.5 Statistical Information. Regline may compile, use, reproduce, and disclose statistical information related to the Services (“Statistical Information”) for product improvement and other purposes consistent with Regline’s Privacy Policy, provided that Statistical Information is anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any other identifiable individual person or entity). The right to use Statistical Information will survive termination of these Terms.
7. Pricing and Payment.
7.1 Subscriptions. Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are offered on a recurring subscription basis. By electing to license and use the Services under one of our subscription plans (each, a “Subscription Plan”), you agree to pay the Subscription Fee (as defined below) pursuant to the Subscription Plan that you select.
7.2 Pricing and Subscription Fees. You agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Services that you order and purchase from us, in accordance with the payment terms set forth in this section. Our current fees are available on the product pricing page of our website, or through a personalized payment page that we send to you (or to which we otherwise provide you with personalized access). To the extent we provide the Services or other feature or services for which we charge a Subscription Fee that is not listed in those pricing terms, we will provide you with notice of such Subscription Fee prior to providing the feature or service (for example, by displaying the fee to you on a personalized payment acceptance web page; by displaying the fee to you, for your review and acceptance, within your designated account or portal; or otherwise, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).
7.3 Subscription Period. Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the “Subscription Period”), and you will have the ability to select one or more Subscription Period options for your Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Services; (ii) or the Subscription Period commencement date set forth on the personalized payment acceptance web page for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew you Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.
7.4 Payment of Subscription Fees. Unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period that you select, and shall be due and payable by you to us as follows:
(a) Unless we make available to you a different payment plan and you elect it, the default Subscription Period shall be annual, for which the Subscription Fees are paid on an annual basis (the “Annual Payment Model”). Accordingly, pursuant to the Annual Payment Model, your payment of the annual Subscription Fees shall be due and payable in one payment, in advance, on the Subscription Start Date.
(b) If you elect a month-to-month Subscription Period (if we make this option available to you), then your full payment of the Subscription Fees shall be due and payable on a monthly basis (“Month-to-Month Payment Model”). Each monthly payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month while your Subscription Plan is in effect. We reserve the right to amend or cancel the Month-to-Month Payment Model option for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.
7.5 Changes to Subscription Fees. We expressly reserve the exclusive right to make changes to the prices of any of our Subscription Plans, and to our pricing structure generally, at any time and in our sole discretion; provided however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with the section titled “Notices” hereof. Notwithstanding the foregoing, however, no changes to the Subscription Fees due or payable by you will take effect during the current Subscription Period then in effect and will only enter into effect upon the beginning of the subsequent Subscription Period.
7.6 Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms and any Order Form. If Regline has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 7, including for Fees previously invoiced, Regline will invoice Customer and Customer will pay that amount (unless Customer provides Regline with a valid tax exemption certificate authorized by the appropriate taxing authority). Regline is solely responsible for taxes assessable against Regline based on its income, property, and employees.
7.7 Additional Payment Terms. Payment of all fees are due in advance, and we have no obligation to perform under these Terms during any period in which all fees due have not been paid in full. If you are paying by payment card, you must provide us at all times with a valid, current payment card number and related billing information as a condition to using the Services, and we will automatically charge your payment card for any fees due, without the requirement of your signature or any additional action on your part. You represent that you are not a “consumer” within the meaning of the Electronic Funds Transfer Act (15 U.S.C. §1693 et seq.) or California Business and Professions Code §17600, et seq. Our fees do not include, and we are not responsible for, (i) any additional fees or charges imposed on you in connection with such payments by any financial institution, processor or intermediary, including interest charges, currency conversion fees or any processing fees, or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Services. You are responsible for paying all of the foregoing, excluding only United States (federal or state) taxes based solely on our net income. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.
7.8 Free Subscription Plan. Regline currently makes available to you a free subscription plan (the “Free Subscription Plan”) in order to use and evaluate the Services, at our sole discretion. To request and access the Free Subscription Plan, we may require you to sign up for a Free Subscription Plan and to accept these Terms. Notwithstanding anything contained in these Terms and to the contrary, the Free Subscription Plan carry certain restrictions, including limited functionality, features, and geographical restrictions to the Services. We may change the terms and conditions applicable to the Free Subscription Plan or discontinue offering the Free Subscription Plan at any time. We reserve the right to disable, terminate, use of the Free Subscription Plan, with or without notice, at our sole discretion.
8. Term, Termination, Effect of Termination and Suspension.
8.1 Term. These Terms will commence on its Effective Date and will remain in effect for the Subscription Period set forth in the Order Form (the “Initial Term”). Unless an Order Form says otherwise, all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to the initial Subscription Period (each, a “Renewal Term”, and together with the Initial Term, the “Term”). Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
8.2 Termination by Non-Renewal. Either party may elect not to renew your Subscription Plan to the Services by providing notice to the other party, in accordance with the section titled “Notices” hereof, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect (a “Non-Renewal Termination”).
8.3 Termination by You. You may terminate your Subscription Plan to the Services effective immediately if we are found to be materially in breach of a material part of these Terms, and we fail to cure such breach within sixty (60) days of receiving notice thereof from you, provided such notice is made in accordance with the section titled “Notices” hereof. You may further terminate your Subscription Plan to the Services pursuant to a withdrawal of your acceptance to updates we make to these Terms, provided however, that such termination is conducted pursuant to the section titled “Changes to these Terms” hereof.
8.4 Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of the Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due) that (a) would constitute a violation of these Terms if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other user’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of the Services, our systems or resources. Neither termination of these Terms or suspension of your use of the Regline Service relieves you of your obligation to pay amounts due to us.
8.5 Effect of Termination. Termination of these Terms for any reason also terminates all of your rights to use any and all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due; provided however, if you timely withdraw of your acceptance to amendments to these Terms within the Acceptance Withdrawal Period, you may contact us for a prorated refund of any prepaid fees for the portion of the Subscription Period remaining after the effective date of the changes.
8.6 Post Termination Obligations. Upon expiration or termination of these Terms for any reason, Regline will promptly terminate the Services. Regline will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Sections 1, 4, 6, 7, 8.4, 9.2, 12 through 17 will survive any termination or expiration of these Terms. All other rights and obligations will be of no further force or effect. Termination will not relieve either party from any liability arising from any breach of these Terms. Neither party will be liable to the other for damages of any kind solely as a result of terminating these Terms in accordance with its terms. Furthermore, termination of these Terms by a party will be without prejudice to any other right or remedy of a party under these Terms or applicable law.
9. Representations & Warranties and Disclaimers.
9.1 Mutual Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
9.2 Regline Representations and Warranties. Regline represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision of such Services and that the Services will perform substantially in accordance with the Documentations under normal use and circumstances. Customer’s sole and exclusive remedy and Regline’s sole obligation for a breach of the warranties in this Section, will be the correction or re-performance of the nonconforming Service by Regline. If after reasonable efforts, neither remedy is commercially available, Regline may cancel these Terms and refund Customer, a pro-rata portion of the Fees that have been paid but not used by Customer from the date of notice by Customer of such breach.
9.3 Customer Representations and Warranties. Customer represents and warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by the Services; (ii) the provision and use of Customer Data as contemplated by these Terms and the Services does not and will not violate any Customer privacy policy, terms-of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject.
9.4 DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THESE TERMS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY SERVICES). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, THAT SERVICES OR THE COMPUTING ENVIRONMENT THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE SERVICES) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THESE TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE SERVICES ARE APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OF THE UNITED STATES OF AMERICA.
10. Indemnification.
10.1 Customer’s Indemnification of Regline. Customer will indemnify, defend, and hold harmless Regline and its respective directors, officers, employees and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, (including reasonable attorney’s fees) (“Claims”) or any claims by you or any third party which may arise from or relate to these Terms or the Customer Data.
10.2 Procedure for Handling Indemnification Claims. In the event of any Claim, Regline will give prompt notice of any such Claim to Customer; provided that the failure to provide such notice will not relieve Customer of its obligations unless such failure prejudices Customer’s ability to defend the Claim). Customer will be entitled if it so elects in a notice promptly delivered to Regline, to immediately take control of the defense, settlement, and investigation of any Claim and to employ and engage attorneys reasonably acceptable to Regline to handle and defend the same, at Customer’s sole cost. Regline will cooperate in all reasonable respects, at Customer’s cost and request, in the investigation, trial and defense of such Claim and any related appeals. Customer will not consent to the entry of any judgment or enter into any settlement with respect to a Claim without Regline’s prior written consent, which may be withheld in its sole discretion. Regline may also, at its own cost, participate through its attorneys or otherwise in such investigation, trial and defense of any Claim and related appeals.
11. Limitation of Liability.
(a) YOU AGREE THAT REGLINE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, NO MATTER THE THEORY OF LIABILITY, WILL NOT EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THIS AGREEMENT DURING THE THEN-CURRENT ORDER FORM OR, IF LESS, THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU. WE ARE NOT RESPONSIBLE FOR ANY LOSSES INCURRED AS THE RESULT OF YOUR DECISION TO USE OUR SERVICE. YOU ARE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF OUR SERVICE FOR YOUR PURPOSES. WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR, INCLUDING YOUR CREDIT CARD COMPANY, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.
(b) WE ARE NOT LIABLE FOR ANY FAILURE OF THE SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY. THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT.
(c) THE PARTIES AGREE THAT IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, NO MATTER HOW CAUSED OR THE THEORY OF LIABILITY, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE ABOVE RELEASE.
12. Arbitration, Class-Action Waiver, and Jury Waiver.
12.1 Dispute; Arbitration. You and us agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and us are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. For clarity: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.
12.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Regline Outdoors, Inc., ATTN: Arbitration Filing, 811 Bieze St., Griffin, Georgia, 30224. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.
12.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through JAMS and will be governed by their commercial arbitration rules, which are then in effect. If JAMS is not available to arbitrate, the parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
12.4 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
12.5 Fees. We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring, or if your claims seek less than $75,000 and you timely provided us with a Notice of Dispute. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.
12.6 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
12.7 Waiver of Jury Trial. YOU AND US WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and us are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and us over whether to vacate or enforce an arbitration award, YOU AND US WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
12.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 12.1.
12.9 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
12.10 Arbitration Agreement Survival. THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH US.
13. Electronic Communications; Connectivity.
13.1 Electronic Communications. You consent to the use and receipt of electronic communications and records related to your use of Services or your account (which communications and records may include, without limitation, notices related to Services requiring your attention, agreements and policies, and payment authorizations and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.
13.2 Equipment and Connectivity. Minimum hardware, software and connectivity requirements for you to use the Services and make and receive electronic communications, records and signatures include: (i) a valid email address; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays files in commonly-utilized formats (e.g. PDF); (v) a computer or mobile computing device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.
13.3 Technical Issues. We have no liability for your inability to fully use any Services types or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information, billing and payment information and other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE SERVICES.
14. Notices. Any notice under these Terms must be given in writing. Regline may provide notice to you via email or through your account. Regline’s notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Regline Outdoors, Inc., 811 Bieze St., Griffin, Georgia, 30224, Attn: Legal. Your notices to us will be deemed given upon our receipt.
15. Assignment. Customer agrees that it will not assign these Terms without the prior written consent of Regline. Regline may assign our rights and obligations under these Terms (in whole or in part) without your consent. Any attempted assignment in violation of this Section will be void.
16. Modifications. As our business evolves, we may change these Terms and the other components referenced herein (except any Order Forms). If we make a material change to these Customer, we will provide Customer with reasonable notice prior to the change taking effect, by emailing the email address associated with Customer’s account. Customer can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in these Terms. The materially revised Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
17. Miscellaneous.
17.1 Publicity. We may identify you as a Regline Customer in our promotional materials. You may request that we stop doing so by submitting an email to help@reglineoutdoors.com at any time. Please note that it may take us up to thirty (30) days to process your request.
17.2 No Third Party Beneficiaries. These Terms will be binding upon and inure solely to the benefit of the parties. The parties intend that there will be no third party beneficiaries under these Terms, and that no person or entity, except the parties, will have any rights or remedies under these Terms, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise.
17.3 Compliance with Laws. Customer agrees that it will comply with all laws, administrative regulations and executive orders, including but not limited to those relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of these Terms that may apply in the United States or in any other jurisdiction in which the Services will be located or from which the Services will be accessed under these Terms, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. Customer will not, without prior written consent, if required, of the office of Export Administration of the U.S. Department of Commerce, or other applicable U.S. governmental agency or department, export, re-export, allow the re-export, transship, download, or transmit any part of the Services or Confidential Information to any country (“Restricted Nation”), person or entity to which such transmission is restricted by applicable regulations or statutes, including to any individual, group or organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons, as each may be amended from time to time.
17.4 Relationship. The relationship between the parties created by these Terms is that of independent contractors and not partners, joint venturers or agents. Except as expressly agreed by the parties, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
17.5 No Exclusivity. Nothing in these Terms restricts a party's right to contract with any third party to provide products and/or services similar to or identical to the Services provided under these Terms.
17.6 Entire Agreement. These Terms, the applicable Order Form, any other terms, policies, attachments and schedules attached hereto constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all existing agreements relating to the subject matter hereof. To the extent, there is any conflict among the terms of these Terms and the applicable Order Form, such conflict will be governed in the following order: 1) the terms of the Order Form; and then, 2) these Terms and any applicable addenda, the terms of which are incorporated into the Order Form by reference.
17.7 Modification and Waiver. No modification of these Terms, and no waiver of any breach of these Terms, will be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of these Terms, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of these Terms.
17.8 Force Majeure. Neither party will be liable for any failure or delay in the performance of any of their respective obligations (other than confidentiality obligations and payment obligations) if prevented from doing so by a cause or causes beyond its reasonable control (a “Force Majeure Event”). Without limiting the generality of the foregoing, Force Majeure Events include fires, floods, terrorism, strikes, blackouts, war, restraints of government, utility or communications failures or interruptions, failures of third party vendors, Internet slow-downs or failures, computer hackers or other causes that are beyond a party’s reasonable control. Failure to meet due dates or time schedules resulting from a Force Majeure Event will extend the due dates or time schedules for reasonable periods of time as determined by the parties in good faith.
17.9 Severability. The illegality, invalidity, or unenforceability of any provision of these Terms will not in any manner affect or render illegal, invalid or unenforceable any other provision of these Terms, and that provision, and these Terms generally, will be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in these Terms.
17.10 Headings. Section headings are for convenience of reference only and will not affect the interpretation of these Terms.
17.11 Counterparts. These Terms may be executed in counterparts, each of which will be deemed an original, but which together will constitute one and the same instrument. Electronic execution and delivery of these Terms is legal, valid and binding execution and delivery for all purposes.
17.12 Governing Law. These Terms, and all matters arising directly or indirectly from these Terms, will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of Georgia, and without regard to the U.N. Convention on the International Sale of Goods.
17.13 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.
17.14 Counterparts; Electronic Delivery. These Terms may be executed in one or more counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of these Terms delivered by email, or other means of conventional electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of these Terms.
