Regverse's products and services may include software in any form ("Software") (each and collectively "Product" or "Products"), support services ("Support Services"), installation services ("Installation Services"), and professional services ("Professional Services")(each and collectively "Service" or "Services").
The use of Products and Services by any person or entity ("Customer") is governed solely by this agreement (this "Agreement") which consists of: (i) the Quote (defined below); (ii) these Purchase Terms and Conditions, including attachments ("Purchase Terms and Conditions"); and (iii) any end user license agreement or separate dick-wrap agreement or terms in any Software installation or download (the "EULA"). If there is a conflict among any of the foregoing, priority shall be given in order to the: Quote, Purchase Terms and Conditions and the EULA. As used in this Agreement, "RegVerse" means RegVerse, Inc., a Delaware corporation. By clicking the "I Agree" button indicating your acceptance of the EULA or any other agreement with RegVerse or by executing an order form or the Quote that references the EULA or these Purchase Terms and Conditions, you agree to all of the terms set forth in these Purchase Terms and Conditions. If you are entering into the EULA or other agreement with RegVerse on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Purchase Terms and Conditions, in which case the terms "you", "your" or "Customer" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the terms and conditions set forth herein or in the EULA or other agreement you have entered into with RegVerse, you must not accept these Purchase Terms and Conditions and may not use any Product or Service.
RegVerse may submit a quote to the Customer containing quantity, pricing, and other ordering information ("Quote"). Customer will be deemed to have accepted a Quote when Customer either:
(i) signs and returns the Quote;
(ii) issues a purchase order ("PO") per the Quote; or
(iii) sends RegVerse an email or other written acceptance referring to the Quote. The foregoing is an "Order." Customer agrees that any terms and conditions inconsistent with or in addition to this Agreement, including without limitation any PO terms and conditions, are rejected and null and of no effect, even if RegVerse accepts, acknowledges, or ships Products in response to the Order. Each Order is complete when RegVerse provides Products, and onboard the customer for the services.
Customer hereby agrees that the license fees and other pricing terms set forth in any Order or Quote are subject to change from time to time as determined by RegVerse in its sole discretion. RegVerse shall notify Customer of any change in the license fees or other pricing terms applicable to an existing Order or an addendum to an existing order at least 15 days prior to the change in such license fees or other pricing terms.
RegVerse will invoice Customer after the Order is complete, and Customer will pay the invoice in the chosen payment method as well as pay or reimburse RegVerse for all related taxes, withholdings, duties and assessments, except for taxes based on RegVerse’s net income. Amounts are due in the currency stated in the Order, as applicable, in full thirty (30) days after the date of invoice, with interest accruing thereafter at the lesser of 25% per month or the maximum permitted by law. If no currency is stated, amounts are due in United States dollars. Payment shall be made free of any currency controls or other restrictions, by wire transfer or ACH, or Auto-Pay to the bank account designated by RegVerse. RegVerse may suspend shipments of Products or performance of Services if Customer fails to make payment when due. RegVerse reserves and Customer grants to RegVerse a in the Products sold and the proceeds thereof until Customer has paid the invoice.
(a) General Terms. As such, RegVerse bills Customer for paid services through the chosen payment provider (or "Payment Method") for use of the Service. Customer agrees to pay RegVerse all charges at the prices then in effect for any use of the Service by Customer, and the Customer in turn authorizes RegVerse to charge for the services through the chosen Payment Method. Customer agrees to make payment using the selected Payment Method. RegVerse reserves the right to charge overage for usage of licenses over and above the ordered licenses.
(b) Recurring Billing. Most subscription plans to the software and related services consist of recurring periodic charges as agreed to by Customer. By entering into this Agreement, Customer acknowledges that the subscription may have an initial and recurring payment feature as describe in the Quote and the Customer accepts responsibility for all recurring charges prior to cancellation.
REGVERSE SUBMITS PERIODIC CHARGES (E.G., MONTHLY, QUARTERLY OR ANNUALLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST BY REGVERSE) THAT THE CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE REGVERSE REASONABLY COULD ACT. TO TERMINATE AUTHORIZATION OF PAYMENT, CUSTOMER AGREES TO SEND AN EMAIL TO ACCOUNTING at REGVERSE dot COM IN ORDER TO CANCEL THE SUBSCRIPTION.
(c) Current Information Required. CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE BILLING INFORMATION. CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP PAYMENT METHOD CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND MUST PROMPTLY NOTIFY REGVERSE IF PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF THE CUSTOMER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF USER NAME OR PASSWORD. IF CUSTOMER FAILS TO PROVIDE REGVERSE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT REGVERSE MAY CONTINUE CHARGING FOR USE OF THE SERVICES UNLESS THE SERVICE WAS TERMINATED AND AS CONFIRMED IN WRITING UPON REQUEST BY REGVERSE.
(d) Payment Method. The terms of payment will be based on chosen Payment Method and may be determined by agreements
between Customer and the financial institution, credit card issuer or other provider of the chosen Payment Method (the "Payment Method Provider"). If REGVERSE does not receive payment from chosen Payment Method Provider, customer agrees to pay all amounts due on the billing account including applicable interest.
(e) Change in Amount Authorized. If the amount to be charged varies from the amount previously authorized (other than due to the imposition or change in the amount of state sales taxes), Customer has the right to receive, and REGVERSE shall provide, notice of the amount to be charged and the date of the charge at least 15 days before the scheduled date of the transaction. Any agreement customer has with the chosen Payment Method Provider will govern use of the Payment Method. Customer agrees that REGVERSE may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle,
(f)Auto-renewal. The subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the lesser value between the then-current non-promotional subscription rate and Quote or order as agreed upon by customer.
(g) Refund for Subscription and Pre-paid services. If customer cancels the subscription, then the Customer is NOT eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. In case of pre-payment for a certain period of service (for example if customer pays a lump sum for 12 months of service), the Customer is NOT eligible for a prorated refund of any portion of the pre-paid amount upon cancelation.
(h) Reaffirmation of Authorization. Customer's non-termination or continued use of the Service reaffirms that REGVERSE is authorized to charge through the chosen Payment Method. RegVerse may submit those charges for payment and Customer agrees to be responsible for such charges. This does not waive RegVerse's right to seek payment directly from the Customer. Charges may be payable in advance, periodically, or as otherwise described in the Quote or Order when Customer initially subscribed to the Service.
(i) Free Trials and Other Promotions. Any free trial or other promotion that provides subscriber-level access to the Service must be used within the specified time of the trial. Customer must cancel subscription before the end of the trial period in order to avoid being charged a subscription fee. If Customer cancels prior to the end of the trial period and is inadvertently charged for a subscription, Customer shall contact accounting@RegVerse.com immediately to have the charges reversed.
Software is licensed to Customer, not sold. By using any Software (including any Software hosted by RegVerse and provided through the "cloud"). Customer agrees to be bound by and abide by the terms of the EULA.
Customer is not entitled to Services unless Customer has ordered and paid for Services as provided in the Order or Quote. RegVerse's obligations with respect to Support Services, Installations Services and Professional Services, if not attached hereto, may be found at http://www.RegVerse.com/legal, and are hereby incorporated into and made an integral part of these Purchase Terms and Conditions.
LIMITED WARRANTIES; WARRANTY DISCLAIMER; AND LIMITATION OF LIABILITY. REGVERSE'S LIMITED WARRANTIES, WHICH INCLUDE REGVERSE'S WARRANTY DISCLAIMER AND REGVERSE'S LIMITATION OF LIABILITY, IF NOT ATTACHED HERETO, MAY BE FOUND AT HTTP://REGVERSE.COM/LEGAL. THE LIMITED WARRANTIES ARE HEREBY INCORPORATED INTO AND MADE AN INTEGRAL PART OF THESE PURCHASE TERMS AND CONDITIONS.
RegVerse will defend or settle any action brought against Customer by a third party to the extent it is based upon a third -party claim that a Product infringes any patent or copyright existing in the United States of America. RegVerse will pay any actual, documented out-of-pocket costs and damages made in a written settlement negotiated by RegVerse or awarded by a court of competent jurisdiction against Customer in final judgment resulting from the claim, provided Customer:
(i) gives RegVerse prompt, written notice of the claim;
(ii) grants RegVerse sole control of the defense and settlement of the claim;
(iii) cooperates in response to RegVerse's requests for information, assistance, and authority in connection with the foregoing; and
(iv) is not in breach of this Agreement. RegVerse will not be bound by any settlement Customer enters into without RegVerse's prior written consent. RegVerse will have no obligation under this Section 8 to the extent any claim is based on negligent acts, fraud or willful misconduct by Customer or Customer's employees or subcontractors. If the operation of a Product becomes, or RegVerse believes is likely to become, the subject of such a claim. Customer will permit RegVerse, at RegVerse's option and expense, either to secure the right for Customer to continue using the Product or to replace or modify it so that it becomes non-infringing. However, if neither of the foregoing alternatives is available on terms which are reasonable in RegVerse's judgment, Customer will return the Product upon RegVerse's written request for a refund of the Product cost. RegVerse shall have no liability or obligation to the extent that the alleged infringement arises out of or relates to:
(i) the use or combination of a Product with third party products or services;
(ii) use for a purpose or in a manner for which a Product was not designed or intended;
(iii) any modification or alteration to a Product made by any person other than RegVerse or its authorized or designated representatives;
(iv) any modifications or alterations to a Product made by RegVerse pursuant to Customer's specific requests or instructions;
(v) any technology owned or licensed by Customer from third parties; or
(vi) use of any older version of Software when use of a newer Software Release made available to Customer would have avoided the infringement.
THIS SECTION 8 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND REGVERSE'S ENTIRE LIABILITY AND OBLIGATION FOR THIRD PARTY CLAIMS OF INFRINGEMENT BY THE PRODUCTS. NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER AGREEMENT ENTERED INTO WITH REGVERSE TO THE CONTRARY, REGVERSE'S MAXIMUM LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE AGGREGATE PURCHASE PRICE FOR PRODUCTS PURCHASED AND/OR SERVICES RENDERED TO THE CUSTOMER.
The Software is "commercial computer software" as defined in the U.S. Federal Acquisition Regulations ("FAR") at 2.101. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the "FAR" and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DEARS") and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses U.S. Government rights in the Software. Any confidential or proprietary information received by the U.S. Government in connection with this Agreement is exempt from release under the Freedom of Information Act and is prohibited from release under the Federal Trade Secrets Act, 18 U.S.C. 1905.
Each of the parties ("Receiving Party") understands that the other party ("Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business, including, without limitation computer programs, software, technical drawings, algorithms, know-how, trade secrets, formulas, processes, ideas, inventions (whether patentable or not), designs, schematics and other technical, business, financial, customer and product information, data and development plans, of any nature and in any form whatsoever, which to the extent previously, presently or subsequently disclosed to the Receiving Party is "Confidential Information" of the Disclosing Party (whether or not such information was or is marked or designated in writing as "confidential," "proprietary," or any other similar term or designation). Customer agrees without limitation that RegVerse's prices, quotes, discounts and proposals to Customer are RegVerse's Confidential Information.
The Receiving Party agrees:
(i) to hold the Disclosing Party's Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials);
(ii) not to divulge any such Confidential Information to any third person, except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein, and provided that Customer shall in any event remain liable for any breach of these provisions by its employees or subcontractors;
(iii) not to make any use whatsoever at any time of such Confidential Information except to perform its obligations under this Agreement; and
(iv) not to copy, decrypt, reverse assemble, dissemble, decompile or reverse engineer any such Confidential Information. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document by contemporaneous written evidence: (i) is or becomes (through no improper action or inaction by the Receiving Party) readily available to the public; (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to it by a third party that lawfully received such information without restriction on disclosure or use; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and provides reasonable advance notice of and allows the Disclosing Party to participate in the proceeding. To the extent that any of Customer's Confidential Information includes personally identifiable information, then Customer consents to RegVerse's use of such personally identifiable information in accordance with RegVerse's then-current privacy policy, which may be found at http://www.RegVerse.com/privacy. Customer acknowledges and agrees that any feedback, suggestions, comments, improvements, modifications and other information (including any ideas, concepts, "knowhow" or techniques contained therein) that Customer provides to RegVerse about its Products or Services or their performance (collectively, the "Feedback") shall not be deemed as Customer's Confidential Information and may be used, disclosed, disseminated or published by us for any purpose, including developing, manufacturing and marketing products and services incorporating Feedback, without obligation of any kind to Customer, Customer waives any rights whatsoever in or to all Feedback.
Each party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
Upon termination of this Agreement:
(i) Customer will promptly return to RegVerse all Confidential Information; and
(ii) Customer will, within thirty (30) days after receipt of RegVerse's invoice, pay all accrued and unpaid fees and expenses. The rights and obligations of the parties contained in Sections 6 through 15 (inclusive) will survive the termination of this Agreement.
Marketing Clause: By purchasing Avery by RegVerse, you agree to allow us to use your testimonials for marketing purposes, including publication on our website and other promotional materials. Your participation is voluntary, and you may withdraw your testimonial at any time by notifying us in writing.
Customer will comply with all export laws and regulations of the Applicable Law (as defined in Section 13, below), including without limitation of the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, or other U.S. or foreign agency or authority, and Customer will not export, or allow the export or re-export of any Product in violation of any such laws or regulations. By installing or using any Product, Customer agrees to the foregoing and represents and warrants that Customer is not located in, under the control of, or a national or resident of any restricted country.
If Customer orders from an RegVerse authorized reseller or distributor, Customer's order is governed by Customer's agreement with the reseller, and this Agreement does not apply to Customer except:
(i) Customer's use of Software is subject to the EULA;
(ii) RegVerse’s obligations and liabilities are subject to the terms, conditions and limitations in Sections 9 through 15 (inclusive); and
(iii) if the RegVerse Limited Warranties and designated RegVerse Services are described in the attachments referenced in Section 6 and Section 7, and Customer and the reseller or Distributor agree to comply with (and which shall be a condition to RegVerse's obligations) RegVerse's terms and conditions including without limitation receipt by RegVerse of payment in full.
This Agreement is governed by and construed in accordance with the laws of the State of California, United States, as if performed wholly within such state and without giving effect to the principals of conflict of law ("Applicable Law"). The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. In the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where RegVerse's principal executive offices are located.
Customer may not assign or transfer any rights or delegate any duties under this Agreement and any attempt to do so is void and without effect. These Purchase Terms and Conditions and its attachments (and any terms and documents incorporated herein by reference) and any associated EULA or other agreement entered into with RegVerse in connection with the Products or Services represents the parties' entire agreement relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any communication between the parties relating to its subject matter. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. To the extent that any and all provisions of this Agreement (including its attachments) shall exclude or limit any statutory liability which, according to mandatory provisions of Applicable Law cannot be contractually excluded or limited by mutual agreement of the parties, then such provision shall be given only such effect, if any, as is permitted by the Applicable Law. Neither party will be responsible for any failure or delay in its performance under this Agreement, excluding Customer's payment obligations, due to causes beyond its reasonable control, including, but not limited to, any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, earthquakes, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party.
1300 El Camino Real Suite 100
Menlo Park, CA 94025
(408) 320-0387
info@surgeventures.com
