Terms of Sale

The specific software, software-as-a-service for which you have contracted (the “Services”) will be identified in a print or electronic document identified in your account. Your account will identify each transactions pricing and related provisions and may reference or link to supplemental terms, agreements or policies. The identifying information in your account, together with these Terms of Sale form a single contract (the “Agreement”). “Reftab”, “we”, “us” or “our” means Reftab LLC or Affiliate(s). “You” or “your” means collectively the other entity(ies) executing or assenting to the Agreement. “Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise direct the affairs or management of the entity.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I AGREE TO THE REFTAB SUBSCRIPTION AGREEMENT AND PRIVACY POLICY” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES (the "Effective Date"). BY CLICKING ON THE “I AGREE TO THE REFTAB SUBSCRIPTION AGREEMENT AND PRIVACY POLICY” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES AND SUPPORT.

1. Provision of Services

Provision of Services. Subject to the terms of this Agreement, including any Service Capacity set forth herein (if any), we will provide you the Services set forth above. We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.

2. Use Rights

The Services are provided by Company as “software-as-a-service,” and thus you do not have a license to download any aspect of the Services, except as expressly permitted or intended through the Services. You are hereby granted, during the Term and subject to and limited by the terms of this Agreement, including any Service Capacity set forth in your account, a non-exclusive, non-sublicenseable, non-transferable, non-assignable, limited, revocable right to access and use the Services, conditioned on compliance with this Agreement. With respect to any Services that are provided through distribution of software or documentation or are otherwise provided to you for use on your premises or devices, we hereby grant you a non-exclusive, non-transferable, non-sublicensable license to use such distributed Services during the Term and conditioned on compliance with this Agreement, only in connection with the Services.

3. Restrictions

The Services may be used only for your internal business purposes and not for any commercialization by you. Furthermore, you will not, directly or indirectly: (i) reverse engineer, decompile, copy, mirror, disassemble or otherwise attempt to discover or reproduce the source code, object code or underlying structure, feature, function, user interface, ideas, know-how or algorithms relevant to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us or authorized within the Services); (iii) use or make available any portion of the Services for any timesharing, commercial or service bureau purposes or otherwise for the benefit of a third party, including as an outsourcing offering, except as expressly set forth herein; (iv) build or create applications, programs or services that are competitive with the Services; (v) remove any proprietary notices or labels; or (vi) use the Services beyond the use rights or other usage limits set forth in this Agreement or in your account.

4. Support and Maintenance Obligations

Subject to the terms hereof, we will provide you only with those technical support and maintenance services according with our standard practice.

5. Company Monitoring

Although we have no obligation to monitor Client’s use of the Services, we may do so and may prohibit any use of the Services we believe may be (or alleged to be) in violation of this Agreement or applicable law.

6. Control Over Services

We retain sole control over the operation, provision, maintenance, management, and performance of the Services, including the selection, deployment, modification and replacement of any software component of the Services, and maintenance, upgrades, corrections or repairs thereof. We reserve the right to make any changes to any software component of the Services. We may use global resources to provide Services and perform its obligations.

1. YOUR RESPONSIBILITIES; RESTRICTIONS

1.1 Account Creation.

As part of the registration process, Client will identify an administrative user name and password for your account. You shall be solely responsible for maintaining, remembering and keeping confidential your account information, including user name and password. We reserve the right to refuse registration of, or cancel passwords we deems inappropriate. You shall be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent.

1.2 Client Representations

You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and with our standard published policies then in effect, including as published on our websites or within any application through which the Services are available (the “Policy”) and all applicable laws and regulations.

1.3 Additional Equipment Responsibilities

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, and for all uses of the Equipment with or without your knowledge or consent.

1.4 Third Party Terms

1.5 Client Data

You may be required to provide information or data to us to enable the provision of the Services, and we may collect data or information from you by or through the access or use of the Services or any software (“Client Data”). You hereby grant us a non-exclusive, worldwide, royalty-free right and license to any intellectual property, including Client Data, that is necessary for us and our designees to perform the Services. You have sole responsibility for the accuracy, quality, and legality of any Client Data, including the means by which it was acquired by you.

2. CONFIDENTIALITY; PROPRIETARY RIGHTS

2.1 Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Client includes non-public Client Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing obligations of confidentiality and non-use shall apply indefinitely or until the Receiving Party can prove with clear documented evidence that such Proprietary Information (a) is or has become generally available to the public without violation by Receiving Party of its obligations hereunder, (b) was in Receiving Party's possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to Receiving Party without restriction by a third party, (d) was independently developed by Receiving Party without use of or reference to any of Disclosing Party's Proprietary Information, or (e) is required to be disclosed by law, provided that Receiving Party has taken all reasonable actions to minimize any such legally required disclosure to the greatest extent reasonably possible.

2.2 Ownership Rights

You shall own all right, title and interest in and to the Client Data. We shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or any support, (c) any suggestions or feedback you provide, and (d) all intellectual property rights related to any of the foregoing. No transfer of ownership of any intellectual property will occur under this Agreement. No rights or licenses are granted except as expressly set forth herein.

2.3 Data Collection

Notwithstanding anything to the contrary, but subject to the confidentiality obligations contained herein, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (ii) disclose such data in aggregate or other form in connection with its business, subject to any applicable privacy laws, and use such data for business purposes including analytics, product benchmarking, and marketing. We may use Client Data according to any privacy policies applicable to provision of the Services and as necessary to provide the Services (including preventative and reactive technical support), or as permitted by you, or as otherwise required by law.

3. PAYMENT OF FEES

3.1 Services Fees

You will pay us the then applicable fees for the Services as facilitated in your account. If your use of the Services exceeds the use rights or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. Company reserves the right to change the fees or applicable charges and to institute new charges and fees at any time, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to our customer support department.

3.2 Late Fees

Unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

3.3 Taxes

You shall be responsible for all taxes associated with Services other than U.S. taxes based on our net income.

4. TERM AND TERMINATION

4.1 Term

Subject to earlier termination as provided below, the term of this Agreement (the "Term") shall be for the term listed in your account, which will autorenew with your subscription until you cancel said subscription.

4.2 Termination For Cause

In addition to any other remedies it may have, we may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if you materially breach any of the terms or conditions of this Agreement and do not cure such breach within ten (10) days of such notice. If you becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, we may terminate this Agreement and cancel any unfulfilled obligations. You will pay in full for the Services up to and including the last day on which the Services are provided.

4.3 Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. WARRANTY AND DISCLAIMER

WE do not warrant that the Services will be uninterrupted or error free; nor do WE make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. INDEMNITY

6.1 Company Indemnity Obligations

We will hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided you promptly notify us of any and all threats, claims and proceedings related thereto and give us reasonable assistance and sole control over defense and settlement; we will not be responsible for any settlement we do not approve in writing.

6.2 Exclusions from Company Indemnity Obligations

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement.

6.3 Replacement of Infringing Services

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our sole option (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and your rights hereunder and provide you with a refund of any prepaid, unused fees for the Service.

6.4 Client Indemnification

You hereby agree to indemnify us and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from your use of Services or as a result of our reliance on any Client Data or use of Client Data in connection with the provision of the Services.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, REFTAB AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOST REVENUES, PROFITS OR DOWNTIME COSTS, OR FOR ANY DATA BREACHES OR HACKS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL COSTS OR DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will will otherwise remain in full force and effect and enforceable.

8.2 Assignment

This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of its rights and obligations under this Agreement without consent.

8.3 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

8.4 Revisions and Updates

We may make minor revisions and updates to these Terms of Sale from time to time at our sole discretion. All minor changes that do not affect your account or payment are effective immediately when we post them and apply to all access to and use of the Website thereafter. You will be provided no less than 30 days notice of material revisions to the Terms of Sale. Your continued use of our Services following the posting of revised Terms of Sale means that you accept and agree to the changes. You shall check this page frequently, so you are aware of any changes, as they are binding on you.

8.5 Relationship

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever.

8.6 Attorney Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

8.7 Notice

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if transmitted by facsimile or e-mail or if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

8.8 Governing Law

This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions.

8.9 Publicity

You agree to reasonably cooperate with us to serve as a reference account upon request, and hereby grants us a license to display your name and logo on our website and other marketing and sales materials to communicate that you are a customer of Reftab. You may revoke this permission at any time by written notice via email to 'Help@reftab.com'.

8.10 Export Restrictions

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The Services and related documentation are to be deemed “commercial items,” “commercial computer software” and “commercial computer software documentation” for applicable DFAR and FAR regulations. Any use modification, reproduction, release, performance, display, or disclosure of commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.