Terms and Conditions
Welcome to Reo, an offering of ReoDotDev Inc. (“Company").These Terms of Service ("Terms")along with the rest of the Agreement (defined below) govern your access to and use of the Product. If you are accessing or using the Product on behalf of an organization, you are agreeing to theAgreement for that organization and representing that you have the authority to bind that organization to the Agreement (in which case, "you" and"your" will refer to that organization).
Please read these terms carefully before using the product. If you do not agree with any part of these terms, you must not use the product. Please note that your continued use of the product constitutes your acceptance of these terms and any changes thereto.
1. Your Use of the Product.
- 1.1. Subject to execution and validity of a Work Order, and payment of the Fee, the Company grants to you a license to access and use the Services and the Documentation in accordance with the terms of the Agreement, solely for your internal business purposes.
- 1.2 Notwithstanding anything to the contrary: (i) your right and license under this Section 1 is non-transferable, non-sublicensable and non-exclusive, (ii) all rights with respect to the Product that are not explicitly granted herein are reserved by the Company, and (iii)nothing in the Agreement shall be deemed to transfer or otherwise convey title or ownership rights in any Intellectual Property present in the Product to you.
2. Fees :
- TheFee payable by you to the Company shall be specified in the Work Order. The modalities of the payment shall also be as per the Work Order. Unless specified to the contrary, all Fees are exclusive of all applicable taxes and other costs(including bank fees). All taxes and costs must be borne by you.
NotwithstandingSection 1 above, you hereby agree not to do any of the following unless expressly permitted by the Agreement or without prior written consent of the Company: (i) access non-public areas or tamper with the Company's systems or networks, or those of the Company’s service providers;(ii) attempt to breach, probe, scan, or test the vulnerability of any system or network of the Company or its service providers, or circumvent any of their security features; (iii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Product, or any server, computer, or database connected to the Product; (iv) use automated tools or mechanisms to access, search, or download content from the Product (including, without limitation, spiders, crawlers, or data mining tools); (v) attempt to decipher, decompile, disassemble, or reverse engineer the Product or any part thereof; (vi)sell, license, share, or otherwise convey or disclose any of the Product orReports without the prior written consent of the Company; (vii) violate any ApplicableLaw in connection with the Product; (viii) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Product, or expose theCompany or its clients to any liability; (x) use the Product for any commercial purposes without having all necessary rights and licenses to do so; (xi)infringe the Intellectual Property rights of the Company or misappropriate theIntellectual Property and trade secrets of the Company; and (xii) encourage, assist or enable any other Person to do any of the foregoing
4.Client Data :
You hereby grant to the Company a limited, non-exclusive, worldwide, right and license to access, download, and process the information available in the Client Infrastructure to provide the Service to you. Data obtained from your Client Infrastructure will not be used for any other purpose other than to provide the Service to you. On termination of your Work Order with the Company, the Company will delete all information collected by it under thisSection
5. Your Responsibility:
- 5.2 If you become aware of the presence of a Minor’s Personal Data in your Client Infrastructure, the Product or any Report, you shall immediately inform theCompany of the same.
- 5.3 You will use the Product in accordance with Applicable Law and for lawful purposes
- If you provide the Company with any comments, suggestions, bug reports, feedback,or proposed modifications related to the Product (collectively referred to as"Feedback"), the Company has the unrestricted right, but not the obligation, to utilize such Feedback as it deems fit. This could include, but is not limited to, incorporating suchFeedback into the Product, and the development of derivative works based on such Feedback. You hereby grant the Company a worldwide, perpetual, irrevocable, royalty-free, exclusive license to use, reproduce, modify, distribute, translate, publish, and adapt Feedback for any purpose, without any obligation to compensate or provide any attribution to you.
7. Logs and Usage data :
- Logs and data relating to your usage of the Service are the sole property of theCompany. The Company may view, use, copy, store, modify, analyse, or otherwise deal with and exploit for any purpose such logs and data as it deems fit, including without limitation, for sales, marketing and product development.
8. Personal Data
- 8.2 Both parties represent and warrant that they are and shall continue to be in compliance with the Applicable Law relating to Personal Data.
- 8.3 Both parties agree to provide reasonable assistance to the other party with regards to any data protection impact assessments or similar exercise that the parties are required to conduct under the Applicable Law
9. Modification of Product
- The Company is entitled to modify the Product from time to time at its sole and absolute discretion including by adding, deleting, or modifying features, tools, content, and/or any or all other aspects of the Service.
10. Amendment of the Agreement
- This Agreement may be amended, modified, and supplemented from time to time by theCompany by posting the amended agreement to the Website. By using the Product after an update has been made and posted to the website you will be deemed to have accepted the amended Agreement.
11. Representations andWarranties
- Each party represents and warrants to the other that: (i) the Agreement has been duly executed and delivered and constitutes a binding agreement enforce able against the executing party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of the Agreement by the executing party; and (iii) the execution, delivery, and performance of the Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound
- 12.1. Protection and Use of Confidential Information. The Receiving Party agrees to protect and preserve the Confidential Information as confidential, using at least a reasonable degree of care. The Receiving Party agrees not to use theConfidential Information for any purpose except to perform its obligations and to exercise its rights under this Agreement.
- 12.2 Disclosure to Representatives. The Receiving Party may disclose the Confidential Information received to its directors, officers, employees, agents, advisors, or contractors (collectively, "Representatives"), provided that such Representative has a'need to know' the Confidential Information for the performance of thisAgreement and such Representative is bound by confidentiality obligations atleast as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of itsRepresentatives.
- 12.3 Non-Disclosure to Third Parties. The Receiving Party will not disclose the Confidential Information to any third party, other than itsRepresentatives, without the prior written consent of the Disclosing Party
- 12.4 Legally Compelled Disclosure. If the Receiving Party is legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this provision; the ReceivingParty shall also extend reasonable cooperation with the Disclosing Party in this regard. In any event, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required to be disclosed and will use commercially reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the Confidential Information
13. Third Party Dependencies,Disclaimer
- 13.1 The Service is subject to third party dependencies that are beyond the control of the Company, these include the following: (i) the Service relies on third party sources of data, including information available in the public domain or otherwise generally accessible, therefore, the correctness of the data that is provided to you by the Company is limited by the information obtained from such third parties/ sources; (ii) theService may utilize, and may allow you to utilize, infrastructure, solutions and services provided by third parties, therefore, the functionality, availability, and security of the Service are dependent on these third-party infrastructure, solutions and services; (iii) the Service is hosted on servers and data centers managed by third-party vendors, thereby making its continuous availability, integrity, and security reliant on these services.
- 13.2 The company disclaims all express or implied warranties relating to the product, including without limitation, any representation or warranty pertaining to non-infringement, merchantability, accuracy, title, fitness for a particular purpose, and representations or warranties arising from course of dealing, usage, or trade practice. No responsibility is assumed by the company for third-party software, hardware, links, products, services, data, or technology, or for unauthorized access, alteration of your data, or breaches leading to data loss or corruption. The product is provided "as is" and "as available", without assurance that it will meet your requirements, operate error-free or uninterrupted, or continue to be available. The company makes no representations or warranty and does not provide any assurance regarding the correctness or quality of information provided by the service. Reliance on, and use of, such data and information is at your risk
14. Limitation of Liability
- Notwithstanding anything to the contrary: (i) the aggregate liability of the Company for all claims made in relation to the Agreement shall not exceed the Fees paid by you to theCompany in the preceding 6 (Six) months, and (ii) the Company shall not be liable to you (or to any Person claiming rights derived from your rights) or to any third party, in contract, tort or otherwise, for any special, indirect, remote, punitive, consequential or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, damage to, or loss of, any records or data due to any cause whatsoever, even if theCompany has been advised of the possibility of such damages.
- The Company shall send notices to you on the email address that you have registered with the Company. All notices to be sent to the Company must be sent to firstname.lastname@example.org
16. Governing Law, Jurisdiction and Dispute Resolution
- 16.1. Unless otherwise agreed, theAgreement is governed by the laws of the State of Delaware, without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
16.2. Except as set out in Section 16.5, all claims arising under this Agreement will be litigated exclusively in the state and federal courts of Delware, USA. The Parties submit to the jurisdiction in those courts.
16.3. With respect to any claim or dispute under this Agreement, the Parties hereby irrevocably waive all right to trial by jury in any court in any action for the adjudication of any claim or dispute arising under this agreement.
1.4. You waive any right to assert any claims against theCompany as a representative or member in any class or representative action,except where such waiver is prohibited by law or deemed by a court of law to beunenforceable. To the extent you are permitted by law or court of law to proceedwith a class or representative action against the Company, you agree that you:(i) shall not be entitled to recover attorneys’ fees or costs associated withpursuing the class or representative action (notwithstanding any otherprovision in this agreement); and (ii) you will not submit a claim or otherwiseparticipate in any recovery secured through the class or representative action.
1.5. Both parties acknowledgeand agree that in the event of a breach or threatened violation of eitherparty's intellectual property rights and/or any misuse of ConfidentialInformation by the other party, the aggrieved party will suffer irreparableharm and will therefore be entitled to injunctive relief to enforce thisAgreement. Either party may, without waiving any other remedies under thisAgreement and under law, seek from any court having jurisdiction any interim,equitable, provisional, or injunctive relief that is necessary to protect theirrespective Confidential Information and Intellectual Property.
17. Force Majeure
- Neither party will be liable for any delay or failure to perform as required by this Agreement (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance. Such cause or condition include, but are not limited to, natural disasters, pathogen outbreaks, acts of God, acts of third parties, government actions, lockdowns, war or national emergency, acts of terrorism, labor disputes or restraints.
- Nothing in this Agreement shall give rise to any relationship of partnership, joint venture ,or profit sharing in the nature of partnership between the parties. No one other than a party to this Agreement shall have any right to enforce any of its terms
- This Agreement shall not be transferred or assigned by you without the Company’s prior written consent. The Company may assign or transfer this Agreement to its affiliates or to one or more Persons in connection with a merger, acquisition, sale of business/undertaking, reorganization, or other change of control
20. Entire Agreement
- This Agreement, including any attachments, exhibits, or addenda, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions, representations, agreements, or understandings, whether written or oral, regarding the subject matter of this Agreement.Neither party has relied upon any such prior or contemporaneous communications.
- The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature
- Provisions of these Terms that ought to survive the expiry / termination of these Terms, shall survive, including without limitation: Section 3 (Restrictions), Section4 (Fees), Section 5 (Your Responsibility), Section 6 (Feedback), Section 7(Logs and usage data), Section 8 (Personal Data), Section 12 (Confidentiality),Section 13.2, Section 14 (Limitation of Liability) Section 15 (Notices) Section16, (Governing Law, Jurisdiction and Dispute Resolution)
23. Definitions and Interpretation
- 23.1. Definitions. The following terms and phrases shall have the meaning ascribed to them under this Section 23.1 of the Terms when their first letter is capitalized:
23.1.2. "Applicable Law" refers to all applicable local, state, national, and international laws, rules, and regulations including, but not limited to, laws relating to data protection and privacy, intellectual property rights, export control, consumer protection, and unfair competition. This also includes any by-laws, proclamations, ordinances or regulations, rules, directives, and orders or other legislative measures of government, regulatory, judicial or legislative bodies that have the force of law.
23.1.3. “Confidential Information” means any proprietary and non-public information, or any information pertaining to the products, services, or operations of a party (“Disclosing Party”) provided to or accessed by the other party (“Receiving Party”). Confidential Information includes without limitation: (i) access keys, login credentials provided by theDisclosing Party (ii) technical or business information, past, present and future research, products (prototype or otherwise), sales and marketing techniques and plans, financial information, information related to customers, vendors, price lists, pricing policies, advertising strategies, information concerning the Disclosing Party’s employees; (iii) intellectual property whether registered, unregistered, pending registration, registrable or otherwise; and (iv) materials, drawings, specifications, techniques, models, data, manuals, documentation, processes, procedures, algorithms, equipment, know-how. Confidential Information does not include information which (a) is or becomes public knowledge without any breach of this Agreement by the ReceivingParty; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by theReceiving Party without reference to the Confidential Information of theDisclosing Party; or (d) is obtained by the Receiving Party from a third party.
23.1.4. “Client Infrastructure” means your customer relationship management software, data warehouse or any other software, portal or database used by you, which contains information of your customers/ potential customers.
23.1.5. “Disclosing Party” has the meaning ascribed to it in Section 23.1.3 of these Terms
23.1.6. “Documentation” means all documentation (whether printed or in an electronic format) supplied or made available to you by the Company for use with or in support of the Service and any and all revisions, modifications, and updates thereof, including without limitation the documentation available at www.reo.dev
23.1.7. “Fee” means all amounts to be paid by you to the Company in accordance with a validly executed Work Order.
23.1.8. “Intellectual Property” refers to any intangible assets and rights resulting from intellectual or creative endeavors, whether or not registered or registerable under the Applicable Law and includes without limitation, inventions, patents, trademarks, service marks, trade names, copyrights, moral rights, designs, trade secrets, know-how, confidential information, software, databases, domain names.
23.1.9. “Minor” means any individual below the legal age of consent under Applicable Law, but no younger than 16 (Sixteen) years of age, regardless of the Applicable Law.
23.1.10. “Person” means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person.
23.1.11. “Personal Data” means personal data or personal information or other similar terms as are defined under applicable data protection laws.
23.1.13. “Product” means all products, software, range of services, documents, material and intellectual property of the Company, including without limitation, the Website, the Service and the content therein.
23.1.14. “Receiving Party” has the meaning ascribed to it in Section 23.1.3 of these Terms.
23.1.15. "Reports” means the reports, documents, files etc., containing data, analysis, recommendations etc., generated by the Company from your use of the Service, regardless of the form or manner in which it is produced.
23.1.16. “Service” means those services agreed to be provided to you by theCompany in the Work Order.
1.1.17. “Website” means the Company’s website accessible at https://www.reo.dev/“ WorkOrder” means a document specifying the Services to be provided under thisAgreement that is entered into between you and the Company, including any addenda and supplements thereto.