Reflection Enterprise Terms of Service Agreement
The following terms and conditions (the “Agreement”) govern your use of Riptide Software, Inc.’s (“Riptide”) product Reflection (“Product”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions you may not use the service.
2.1 License Grant & Restrictions
Riptide hereby grants you a non-exclusive, non-transferable, worldwide right to use the Product, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Riptide and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Product in any way; (ii) modify or make derivative works based upon the Product (iii) reverse engineer or access the Product in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Product, or (c) copy any ideas, features, functions or graphics of the Product. Product license cannot be shared or used for more than one org but may license may be reassigned if needed.
3.1 Licensee Responsibilities
You are responsible for all activity and usage occurring within the Product and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Product, including those related to data privacy, international communications and the transmission of technical or personal data. You are responsible for all subscription licensing and fees for use of the on-premise and/or cloud-hosted Product and you are solely responsible for all data security for the on premise installed application.
4.1 Account Information and Data
Riptide does not own or capture any data, information or material that is obtained during the course of using the Product (“Customer Data”). You, not Riptide, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Riptide shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
5.1 Intellectual Property Ownership
Riptide alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Product Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Product. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Product, the Riptide Technology or the Intellectual Property Rights owned by Riptide. The Riptide name, the Riptide logo, and the Product names and logos associated with the Service are trademarks of Riptide or third parties, and no right or license is granted to use them.
6.1 Fees, Trials and Refunds
You shall pay all license fees to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The charges will be displayed as a monthly fee based upon a selected subscription interval. Payments must be made in advance unless otherwise mutually agreed upon in an Order Form or through direct contact with Riptide. All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all licenses ordered for the entire License Term, whether or not such licenses are actively used. You must provide Riptide with valid credit card or approved purchase order information as a condition to signing up for the Product. Riptide reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
We offer a no cost, no obligation trial of the Product, to try before purchase. You can cancel at any time no long-term contracts are required. However, if cancelling a subscription before the term is over, you will retain access and right to use the Product for the length of the prepaid subscription term and no refunds will be provided.
7.1 Billing and Renewal
Riptide charges and collects in advance for use of the Product. Riptide will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the license fee in effect during the prior term, unless Riptide has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Riptide’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Riptide’s income.
You agree to provide Riptide with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to any part of your contact information. If the contact information you have provided is false or fraudulent, Riptide reserves the right to terminate your access to the Product in addition to any other legal remedies.
Unless Riptide in its discretion determines otherwise: all entities will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8.1 Non-Payment and Suspension
In addition to any other rights granted to Riptide herein, Riptide reserves the right to suspend or terminate this Agreement and your access to the Product if your account becomes delinquent (falls into arrears). You agree that Riptide may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
9.1 Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The term will be as you elect during the subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Product by completing the online subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Riptide’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (30) business days prior to the date of the invoice for the following term.
10.1 Termination for Cause
Any breach of your payment obligations or unauthorized use of the Technology or Product will be deemed a material breach of this Agreement. In addition, Riptide may terminate a free account at any time in its sole discretion.
Disclaimer of warranties: you agree that riptide has made no express warranties to you regarding the software and that the software is being provided to you “as is” without warranty of any kind. Riptide disclaims all warranties with regard to the software, express or implied, including, without limitation, any implied warranties of fitness for a particular purpose, merchantability, merchantable quality, or noninfringement of third-party rights. Some states or jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.
Limit of liability: in no event will riptide be liable to you for any loss of use, interruption of business, or any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if riptide has been advised of the possibility of such damages. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.