By executing the Reeco Order Form, which reference to this Terms & Conditions, the Customer agrees to be bound by the following Terms and Conditions:
1.1. Affiliate shall mean and include any entity or association controlled by, controlling or under common control of a party hereto. For purposes of this definition, the term “control” shall mean the power to manage or direct the affairs of the person or entity in question, whether by ownership of voting securities, by contract or otherwise.
1.2. Authorized User shall mean any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services by either Customer or Reeco, at Customer’s written request.
1.3. Intellectual Property Right shall mean any and all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains (“Trademarks”); (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
2. Subject to these Terms & Conditions (including payment of all applicable subscription fees) and during the Subscription Term (as defined below), Reeco shall make the Services available to Customer to be used by Customer’s and its Affiliate users solely for internal use of Customer or such Affiliate (as the case may be) during the Subscription Term (as defined below), with no rights to resell the Service. For this purpose, Reeco will enable an account for Customer to access the Services (“Account”).
access information, or the Services that may have occurred or is reasonably likely to occur. Customer will notify Reeco in writing of any changes to the specific person designated by Customer to manage and support the Account.
5.3. Customer shall not (i) copy, reproduce, sell, license (or sub-license), assign, or transfer the Services or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance or create any derivative works or otherwise merge or utilize all or any part of the Services with or into any third party materials or components or attempt to access or discover the Service’s source code; (iii) place the Services onto a server so that it is accessible via a public network or use the Services for timesharing or Service Bureau purposes; (iv) ship, transfer, or export the Services or any component thereof or use the Services in any manner, prohibited by law, including without limitation to sell, distribute, export or download the Service: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) contest Reeco’s Intellectual Property Rights to the Reeco IPR (as defined below); (vi) perform any act or be responsible for any omission that is illegal or in Reeco’s discretion jeopardizes, destabilizes, interrupts or encumbers the Services or its servers and/or has a detrimental impact on Reeco and/or Reeco IPR; (vii) transmit or upload any spam, viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) access any Services and/or its servers through or use with the Services any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Service; (ix) use the Services for any purpose other than as permitted by these Terms & Conditions; (x) knowingly utilize the Service, including without limitation, any related point of presence, servers and network, in any way which will result in the violation or circumvention of
(ii) Customer shall be invoiced by Reeco for purchases of goods from Vendors via the Services on a monthly basis for goods delivered in the previous month (the “Delivered Goods”). Invoices shall detail Vendors’ names and shall contain reference numbers with respect to each Delivery Approval. Invoices shall be delivered electronically (via email) and may be accessed by Customer via the Service. Payment for Delivered Goods shall be made via the Customer’s Account via the Services and shall be due and payable as agreed in the Order Form.
8. Support Services. Subject to Customer’s compliance with these Terms & Conditions (including payment in full of all applicable fees), Reeco shall provide the Services at the levels set forth in the Service Level Agreement, as applicable.
9. Feedback. Feedback from Customer regarding the Services, its use of the Services or any suggested improvements, enhancements or derivatives shall be provided by Customer to Reeco, on a bi-monthly basis, and Customer shall occasionally fill out and submit to Reeco a questionnaire, as provided to it by Reeco (collectively, “Feedback”). Such Feedback shall not constitute Customer’s Confidential Information and Customer acknowledges that Reeco may use such feedback in any manner Reeco sees fit, without payment of royalty or any other consideration.
10. Confidential Information. The Services contain valuable trade secrets of Reeco and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Reeco. Each of the parties expressly undertakes to retain in confidence and to require its employees to retain in confidence all information and know-how in respect of the Services and/or that are transferred to one party by the other, or discovered by one party through the other (“Confidential Information”). Each party expressly undertakes to (i) limit dissemination of the Confidential Information solely to its employees who have a need to know and who are bound by obligations and restrictions as to confidentiality no less restrictive than the terms hereof; (ii) not disclose the Confidential Information to any third party; and
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REECO’S LIABILITY ARISING IN CONNECTION HEREWITH SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE SUBSCRIPTION FEES PAID BY CUSTOMER TO REECO FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
14. Disclaimer of Warranty. REECO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, “WITH ALL FAULTS” AND “AS AVAILABLE”. REECO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THE SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THE SERVICES. REECO IS NOT A VENDOR, BUT RATHER PROVIDES A PLATFORM THAT FACILITATES ACTIVITIES BETWEEN VENDORS AND CUSTOMERS. ALTHOUGH REECO SHALL EXTEND REASONABLE EFFORTS TO REQUIRE THAT VENDORS PROVIDE TRUE ADVERTISING, REECO HAS NO CONTROL OVER THE QUALITY OF DELIVERED GOODS, NOR IS IT RESPONSIBLE FOR THE ACCURACY OF THE GOODS LISTED ON ITS WEBSITE. FURTHER REECO IS NOT RESPONSIBLE FOR ANY DELAY IN THE DELIVERY OF THE GOODS CAUSED BY THE VENDOR. REECO WILL EXTEND BEST EFFORTS TO ASSIST CUSTOMER TO CONTACT VENDORS AND REPLACE VENDORS IN AN ATTEMPT TO AVOID DELAYS. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPAIRABLE. CUSTOMER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS CUSTOMER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT CUSTOMER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SERVICES AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SERVICE.
15. Logo & Name. Reeco may use Customer’s name and logo for Reeco’s marketing purposes, provided that you give your prior consent. Customer agrees that Reeco may send newsletters, updates, and marketing material to Customer, unless Customer expressly notifies Reeco that it does not wish to receive such marketing materials or unless Customer opts out from receiving any electronic mail, notices or newsletters.
3. These Terms & Conditions apply to the Services, as well as to updates and upgrades subsequently provided by Reeco to Customer for the Services. Reeco shall host the Services and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Services from time to time in its sole discretion and in accordance with these Terms & Conditions as part of its ongoing mission to improve the Services and customers’ use of the Service. For the avoidance of doubt, Reeco has no obligation to provide any such updates or upgrades.
4. Order Form. The Order Form shall be subject to these Terms & Conditions. For any Order Form submitted by or on behalf of Customer’s Affiliate, the term “Customer” shall refer to Customer and such Affiliate(s).
5. Customer Obligations and Limitations.
5.1 Delivery of goods ordered by using the Services shall be carried out by the specific vendor (the “Vendor”) selected by the Customer via the Services. Upon delivery the Vendor shall present to Customer’s representative who has been authorized by Customer to accept such deliveries (the “Customer Recipient”), with a notice of delivery. The Customer Recipient must approve receipt of the delivery in real time by submitting delivery approval via the Services (e.g., check the confirmation of delivery box) (each a “Delivery Approval”). Each Delivery Approval shall be assigned a serial number, which shall be noted in the invoice. Customer may review deliveries that were accepted in the previous six months, by accessing “Deliveries Received” in their Account.
5.2 Customer will designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users will maintain the confidentiality of all usernames, passwords, access, and account information under their control. Except to the extent caused by Reeco’s breach of these Terms & Conditions, including its obligations under Section
10 (Confidential Information), Reeco is not responsible for unauthorized access to the Account. Customer will contact Reeco promptly if (i) Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to its passwords, usernames,
any applicable laws or regulations including, without limitation, those enforcing censorship, privacy, government authority restrictions or other; (xi) directly or indirectly conduct any penetration testing (including to users’ systems, network and/or servers) through or using the Services and/or their respective connectivity or networks; (xii) use the Services in a manner that does not comply with any restrictions and limitations set forth in Customer’s Order Form (including number of sites, users, and bandwidth volume, and device limitations set forth therein); or (xiii) cause or permit any third party to do any of the foregoing.
. Notwithstanding any other provision to the contrary, all Confidential Information, Trademarks, Feedback (as defined below) and the Service, including without limitation all Services and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto (“Reeco IPR
”) are exclusively owned by Reeco and/or its licensors. These Terms & Conditions do not convey to the Customer any right, title or interest in the Reeco IPR.
7. Subscription Term, Fee, Payment & Taxes.
7.1. Subscription Term
. The term of Services subscribed for under these Terms & Conditions shall commence as of the start date set forth in the applicable Order Form and shall continue for the length of time referenced in the applicable Order Form (not to be less than one year) unless earlier terminated in accordance with the terms of these Terms & Conditions (the “Subscription Term
”). At the end of the then-current Subscription Term, each subscription to Services will automatically renew for an additional one-year period (a “Renewal Subscription Term
”) unless either party (Customer or Reeco) provides written notice of non-renewal to the other party at least 45 days before the expiration date of the then-current Subscription Term or Renewal Subscription Term. Customers should submit notice of non-renewal or termination to Support@reeco.io
. Unless another payment method has been specified, Reeco will charge Customer’s payment information on file for the fees for Services for the Renewal Subscription Term.
7.2. Fees and Payment.
(i) Subscription fees of use of the Services shall be as set forth in the Order Form and payable on-line in advance via the Service. Payment shall be on a monthly/ quarterly, or yearly basis, as set forth in the Order Form.
(iii) not use the Confidential Information for any purpose other than as explicitly permitted herein.
11. Termination. Customer may terminate these Terms & Conditions by 30 days prior written notice to Reeco if Reeco is in material breach of these Terms & Conditions and fails to cure the breach within the said notice period, in which case Customer will be entitled to receive a pro-rata refund of all pre-paid fees attributable to any period post termination, if any. Reeco may terminate this Agreement by notice to Customer: (i) by 14 days prior written notice to Customer in any of the following events: (a) Customer’s failure to comply with any of its obligations hereunder; (b) failure by Customer to pay any of the applicable fees or may payments for item orders when due; or (c) violation of any of the limitations set forth in Section 5 above; or immediately and without notice (ii) if Customer attempts to transfer or assign any of its rights, liabilities or obligations under these Terms & Conditions, contrary to the provisions of these Terms & Conditions.
12. Effects of Termination. Upon termination or expiration of these Terms & Conditions, and pursuant to Section 11 hereto, as applicable: Customer shall immediately pay Reeco all fees and payments, regardless of the due date of payment, and all payments for orders shall be due in full and all pre-paid or other subscription fees shall be pro-rated to the period up through termination. Customer shall cease use of the Services and immediately return to Reeco all Reeco Confidential Information and Reeco IPR in any media and shall erase all copies of the Service, and Reeco shall immediately return to Customer all Customer Confidential Information. Notwithstanding the termination or expiration of these Terms & Conditions, Sections 6, 10, 13, and 15 shall survive and remain in effect in perpetuity.
13. Limitations of Liability. NEITHER PARTY (NOR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS OR THE LIKE) SHALL BE LIABLE UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA INCLUDING ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR OTHER PECUNIARY LOSS) ARISING OUT OF SERVICES PROVIDED HEREUNDER AND/OR THE USE OF OR INABILITY TO USE THE
SERVICES OR ANY PART THEREOF EVEN IF SUCH PARTY HAS
16. Governing Law & Jurisdiction. These Terms & Conditions is governed by the laws of the State of Delaware without regard to conflict of laws provisions thereof. The competent courts of Wilmington, Delaware shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Terms & Conditions and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.
17. General. (i) These Terms & Conditions, and the Order Form, together with the documents incorporated herein and therein by express reference, are the entire agreement between Customer and Reeco in respect of the subject matter herein and these Terms & Conditions shall not be modified except as provided herein; (ii) Reeco reserves the right to modify these Terms & Conditions and to impose new or additional terms or conditions on Customer’s use of the Services at any time, provided that in respect of any material change which adversely effects Customer (including pricelist updates), Reeco shall notify Customer via email or by means of a prominent notice on Reeco’s website; (iii) Reeco may assign these Terms & Conditions, in whole or in part, in its sole discretion. Customer may not assign or otherwise transfer these Terms & Conditions or any of Customer’s rights and obligations under these Terms & Conditions to any third party without the prior written consent of Reeco. Any unauthorized assignment will be void and of no force or effect; (iv) unless otherwise expressly provided, no provisions of these Terms & Conditions are intended or shall be construed to confer upon or give to any person or entity other than Customer and Reeco, its Affiliates and successors or assignees any rights, remedies or other benefits under or by reason of these Terms & Conditions; (v) no failure or delay on the part of Reeco in exercising any right, power or remedy shall operate as a waiver thereof, any waiver granted by Reeco must be explicit and in writing and shall be valid only in the specific instance in which given; (vi) the terms of these Terms & Conditions and the Reeco generated Order Form shall apply to all orders, and any additional or inconsistent terms appearing on purchase orders generated by Customer, if applicable, are not incorporated into these Terms & Conditions and are not otherwise binding on Reeco; (vii) in the event of any discrepancy between these Terms and Conditions, the Order Form these Terms and Conditions shall prevail.