BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN REQURE B.V ("OUR", "US", "WE", THE "COMPANY" OR "REQURE"), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION MANAGEMENT AND BILLING SOFTWARE SERVICE. YOUR USE OF THE SERVICE (AS DEFINED BELOW) IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE SERVICES IN ANY MANNER (AS APPLICABLE) (I) YOU OR THE ENTITY THAT YOU REPRESENT ("YOU", "YOUR", OR "CUSTOMER") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THESE TERMS OF SERVICE (TOGETHER WITH ANY ADDITIONAL TERMS ON SUCH ORDER FORM, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS, AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO BIND CUSTOMER.
1. REQURE Service
- You are granted a nonexclusive right during the Term (as defined below) to use the REQURE Service (the "Service") subject to the terms, conditions and restrictions set forth in this Agreement and any other restrictions stipulated to you by us in writing.
- You agree to pay for the Service in accordance with our service fees, as further set forth below.
- REQURE may revise its fees upon 30 days prior notice.
- REQURE keeps a protected copy of the credit card numbers of your users. This billing data belongs to you (and your customers) and by utilising the Service, you grant REQURE a license to use this data for the purposes of fulfilling our Service obligations to you and REQURE shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards.
- Following any termination or expiration of this Agreement or your REQURE account, REQURE will retain a copy of your billing data for a period of thirty (30) days. You acknowledge and agree that (i) you are solely responsible for exporting a copy of your billing data prior to any such termination or expiration, and (ii) if you require access to such data following any such termination or expiration, you may be required to pay professional service fees to REQURE to retrieve such data.
2. Term and Termination
The term of this Agreement (the "Term") shall commence as of the date you first register for, access or use of the Service, and shall continue until terminated as set forth below. You may terminate this Agreement at any time by notifying REQURE that you wish to terminate your account. REQURE may terminate this Agreement at any time, for any reason or no reason (including, without limitation, for your breach of this Agreement, violation of applicable law, or violation of card association rules or regulations). Upon any termination of this Agreement, any amounts owed to REQURE which accrued prior to such termination will become immediately due and payable.
3. Modifications to Agreement or Service
REQURE reserves the right to amend or modify this Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the Service, by sending you an email and/or by some other means. If you don’t agree with the amended or modified Agreement, you are free to reject it; but you will no longer be able to use the Services. If you use the Services in any way after a change to this Agreement is effective, that means you agree to all of the changes. Except for changes to this Agreement made by REQURE in accordance with this section, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and REQURE.
REQURE may change, suspend, or discontinue all or any part of the Service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and REQURE shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service. REQURE has no obligation to continue producing or releasing new versions of the Service.
4. Service Implementation, Registration and Payment Terms.
- You agree to use the Service only through your website or software application that you own and control (the "Site") and we reserve approval authority as to the implementation and use of the Service on the Site. We may suspend or rate limit the Service in the event we find any implementation issues with the Site. Such suspension or limitation shall remain in effect until you correct any issues specified by REQURE and a suspension or rate limitation shall not relieve you of your payment obligations under the Agreement.
- REQURE is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the Service, you hereby release REQURE from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify REQURE of any Fraudulent Actions which may affect the Service. REQURE reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any other user or customer to engage in, Fraudulent Actions.
5. Service Use and Limitations.
- We will make reasonable efforts to keep the Service operational 24 hours a day/ 7 days a week, except for: (i) planned downtime (of which we will use reasonable efforts to provide at least 72 hours prior notice, but in no event fewer than 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
- REQURE is a subscription management and billing software service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or payment transaction.
- You represent, warrant and agree that you will only use the Service in compliance with all applicable laws and regulations, and that you will not use the Service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity).
7. Proprietary Rights and Use of Data
- The Service contains content and technology of REQURE that is protected by copyright, trademark, patent, trade secret and other laws. As between the parties, REQURE owns all intellectual property and other proprietary rights to the Service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (collectively, the "REQURE Property"). You may not: (i) copy, modify, or reverse engineer any part of the Service or any REQURE Property (except to the extent such restriction is prohibited by applicable law); (ii) rent, sell, lease, distribute, provide on a service bureau basis, or otherwise use the Service for the benefit of any third party; or (iii) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. The names, logos or trademarks of any third party companies and products mentioned on the Service (including, without limitation, REQURE Partners and Partner Sites) may be the trademarks of their respective owners.
- Subject to the terms and conditions hereof, REQURE hereby grants you a limited, revocable, nonsublicensable license to display the REQURE Property (excluding any software code) solely for personal, non-commercial use in connection with viewing the Service or other uses which are expressly permitted by REQURE in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilise the Service’s logo or other REQURE Property (collectively, "Derivative Works") are the sole property of REQURE. No other rights are granted to you with respect to the REQURE Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
- Any text, images, or other audiovisual information posted on the Service by a user (collectively, "User Content") shall belong to the user that posted such User Content. You may use any User Content posted by you in any other way without restriction. You may only use User Content posted by others in the ways described in this Agreement.
- REQURE reserves the right to remove any content (including, without limitation, User Content) from the service, at its sole discretion.
- REQURE respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to REQURE copyright agent:
- an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorised to act on the copyright or intellectual property owner's behalf.
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REQURE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
REQURE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU UNDERSTAND THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER REQURE'S CONTROL (SUCH AS A THIRD PARTY SERVERS). REQURE MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REQURE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. Limitation of Liability
EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR (I) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY AMOUNTS IN EXCESS (IN THE AGGREGATE) OF THE FEES PAID (OR PAYABLE) BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- REQURE may assign these Terms of Service in whole or part at any time.
- Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such party’s assets, business or equity interests relating to this Agreement (whether effected by merger, acquisition, sale of assets, change of control, or otherwise). REQURE may subcontract its obligations hereunder (provided that REQURE shall at all times remain fully responsible for the performance of any subcontractor).
- The provisions of this Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
- The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
- Any failure of REQURE to enforce or exercise a right provided in these terms is not a waiver of that right.
- Should any provision of these terms be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.