REGISLATE terms of use

This REGISLATE® terms of use (“Terms”), governs your usage of Arazy Group Global MedTech Registration Management Software System, and your engagement with Arazy Group (“Arazy,” “we” “our”). These Terms, together with any Quote executed by you, constitute a binding and enforceable legal agreement between you and Arazy (“Agreement”)

REGISLATE® is a regulatory management SaaS (Software As A Service) solution for the large-scale processing, submission, and review of regulated medical or IVD products market access applications. REGISLATE® is designed for Medtech Regulatory affairs professionals and Directed to manufacturers as well as to government agencies or to other professional regulatory organizations or individuals.

Subject to the Agreement including these Terms, a client may access, participate in or use REGISLATE® (“REGISLATE®”) for the purpose of managing Global Medtech Approval Processes from any place in the world through your Account. Client shall be a member of a Medtech manufacturing company (e.g., a manager of regulatory affairs), a regulatory affairs professionals (e.g., a compliance engineer), CEO’s, international / national sales managers, or a Medtech registration expert (“Client”, “You”).

WHEN LOGIN TO REGISLATE BY FILLING YOUR USER NAME AND PASSWORD, YOU AGREE TO THESE TERMS AND THE TERMS OF THE RESPECTIVE AGREEMENT.

You hereby agree to comply with all applicable laws and regulations regarding your use of REGISLATE® . IF YOU DO NOT AGREE TO ALL OR PART OF THESE TERMS HEREIN PLEASE DO NOT CLICK THE “SIGN IN” or “LOG IN” OR USE REGISLATE®  IN ANY FORM. REGISLATE®  is available only to individuals or companies that are appropriately licensed and otherwise legally permitted to conduct business. If you are an individual who consent to these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these terms and your consent to these Terms will be treated as the consent of the entity. In that event, “Client”, “you” or “your” will refer and apply to that entity. You also consent to the use of: (a) electronic means to consent to and complete the Quote and these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms and your use of REGISLATE®  .

We may change these Terms from time to time. Changes will take effect and bind you within 30 days as of publishing at: https://www.arazygroup.com/blog/. We will make reasonable commercial efforts to notify you of any updates to these Terms by making such updates available on Arazy’s Website or on LICENSALE® portal.  Notwithstanding the foregoing, your continued use of REGISLATE®  will be deemed acceptance to amended or updated terms. Arazy recommends that you print out or save a local copy of these Terms for your records together with the Quote.

All capitalized terms that are defined in Appendix A to these Terms, will have the same meaning when used in these Terms.

1. Register to REGISLATE®
   • In order to start using REGISLATE® you should be registered and have an account. Once your account is created, we will send you a login credential and You will designate personal and exclusive user identification and password which are essential for your access to your account (“Account”).
   • You are solely and fully responsible for maintaining the confidentiality of the password and username of your Account and for all activities and data that occur under your Account. We will process and use your details submitted during your Account set up, or any information you will further provide us, pursuant to our Privacy Policy.
   • You must notify Arazy immediately of any unauthorized use of your Account or any other breach of security. If you provide access to your account to anyone else, Arazy shall not be liable for any damage, loss or misuse of any information and data managed under your account.
   • In this process you undertake to provide accurate and complete information. If you provide information that is untrue or inaccurate, Arazy may suspend or terminate your Account.
   • You may delete your Account at any time. Please note, even if you delete your Account we may keep information about you and your business activity. For more information on the data collection and deletion process please see our Privacy Policy available at: https://www.arazygroup.com/wpautoterms/privacy-policy/DELETING YOUR ACCOUNT MAY CAUSE THE LOSS OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY IN REGARD TO YOUR ACCOUNT INCLUDING, BUT NOT LIMITED TO, ANY DATA REGARDING YOUR RPODUCTS, REGISTRATION PROCESS AND APPLICATIONS. ARAZY SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY OR LOSS THEREIN.

2. Scope of Service

By using REGISLATE® you will be able to purchase services pursuant to these Terms and the applicable Quote through the following combination of REGISLATE® products:

• Regislate – Initial Country specific registration app & project management
• Regislate – Amendment Country specific registration app & project management
• Regislate – Renewal Country specific registration app & project management
• Regislate – Transfer Country specific registration app & project management
• Regislate Expert User Semi-Annual Fee (Existing Licensale Client)
• Regislate Expert User Semi-annual Fee (New Licensale Client)
• Regislate Expert User Semin-Annual Fee (third-party Consultant)
• Regislate User annual fee (Existing Licensale Client)
• Regislate Data storage and Management (New Licensale Client)

By using REGISLATE® services, you will also have access to:

• 12 (twelve) months use of LICENSALE 2.0 SaaS application for Medtech product registration.
• On line and on demand Training.
• Client users set up.
• Customer and Technical Support.

Based on the number and type of services contracted you will have access to:

• Submission applications set up
• Compliance requirements and processes per country per product

REGISLATE® does not include regulatory expert services by Arazy group. These services are available through a LICENSALE contract. Please contact us for more details at [email protected] or visit our website at www.arazygroup.com

3. Our responsibilities
   • Arazy will make the Services and Content available to Client pursuant to these Terms, and the applicable Quote. Arazy use commercially reasonable efforts to make the online purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Arazy shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Arazy’s reasonable control, Including, for example, an act of God, act of government, plague, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Arazy’s employees), Internet service provider failure or delay, service attack.
   • Arazy will provide the Services in accordance with laws and government regulations applicable to Arazy’s provision of its Services to its Clients generally (i.e., without regard for Client’s particular use of the Services), and subject to Client’s use of the Services in accordance with these Term and the applicable Quote.
   • Protection of Client Data. Arazy will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client’s data as more detailed in https://www.arazygroup.com/wpautoterms/Security_overview. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client’s data (other than by Client.
   • Free If You register on REGISLATE® for a free trial, Arazy will make the applicable Service(s) available to Client on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Service(s), or (b) the start date of any purchased Service subscriptions ordered by Client for such Service(s) per any Quote, or (c) termination by Arazy in its sole discretion.

ANY DATA CLIENT ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR THE CLIENT, DURING CLIENT’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CLIENT PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CLIENT CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF CLIENT PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CLIENT MUST EXPORT CLIENT DATA BEFORE THE END OF THE TRIAL PERIOD OR CLIENT DATA WILL BE PERMANENTLY LOST. IF CLIENT DECIDES NOT TO CONTRACT REGISLATE  AFTER THE END OF THE TRIAL PERIOD, CLIENT MUST EXPORT CLIENT DATA BEFORE THE END OF THE TRIAL PERIOD OR CLIENT DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY ARAZY” CLAUSES BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ARAZY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ARAZY’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, ARAZY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) CLIENT’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CLIENT’S REQUIREMENTS, (B) CLIENT’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CLIENT SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ARAZY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CLIENT’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CLIENT OF THIS AGREEMENT AND ANY OF CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

CLIENT SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

4. Use of Services:
   • Subscriptions. Unless otherwise provided in the applicable Quote, (a) the Services and access to REGISLATE® are purchased as subscriptions for the term stated in the applicable Quote, (b) subscriptions for the purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
   • Services are subject to usage limits regarding the Users and applications as specified in the Quote. If Client exceeds a contractual usage limit, Arazy may work with Client to seek to reduce Client’s usage so that it conforms to that limit. If, notwithstanding Arazy’s efforts, Client is unable or unwilling to abide by a contractual usage limit, Client will execute a new Quote for additional quantities of the applicable Services promptly upon Arazy’s request, and/or pay any invoice for the excess usage.

5. Client’s Undertakings
   • Client will (a) be responsible for all Users’ compliance with these Terms and Quotes, (b) be responsible for the accuracy, quality and legality of Client data and documents, and its usage in REGISLATE® , (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Arazy promptly of any such unauthorized access or use, and (d) use Services only in accordance with these Terms, Quote and applicable laws and government regulations.
   • Client, or any third party on its behalf, will not: (a) copy, execute or perform publicly, make available to the public, emulate, sell, resell, lease, rent, lend, sublicense, make any commercial use, process, adapt, translate, modify, reproduce, map out, reverse engineer, decompile, unlock, reverse compile, disassemble or create derivative works of the Service; (b) remove any notices or copyright information; (c) interfere with or disrupt the operation of the Service, or the servers or networks that host or connect with the Service or make them available; (d) use the Service for any illegal, immoral or unauthorized purpose; and (f) use Arazy name or any other trademarks or service marks of Arazy.
   • Any use of the Services in breach of the foregoing by Client or its Users that in Arazy’s judgment threatens the security, integrity or availability of the Services, may result in Arazy’s immediate suspension of the Services, however Arazy shall use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.
6. Taxes
   • Client is solely responsible for payment of any taxes, fees, royalties and/or levies, imposed on or resulting from its purchases. Arazy’s fee do not include any of such taxes. If any such taxes are required to be withheld, Client shall pay an amount to Arazy such that the net amount payable to Arazy after withholding of taxes shall equal the amount that would have been otherwise payable under the Quote.
7. Payment Terms
   • Client shall pay all fees quoted in the Quote. Payment will be made by electronic transfer directly to Arazy Group Consultants Inc., Canada or by credit card.
   • Unless otherwise stated in the Quote, invoiced fees are due net 30 days from the invoice date. Client is responsible for providing complete and accurate billing and contact information to Arazy and notifying Arazy of any changes to such information.
   • Except as otherwise specified herein or in any Quote, (i) fees are based on Services and subscriptions purchased and not actual usage, (ii) payments are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
   • Arazy is under no obligation to perform or continue with the Services if Client’s charges pursuant to the Quote are not fully received by Arazy. Unpaid charges are subject to interest of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is lower, in addition to reasonable collection expenses (including attorneys’ fees) incurred by Arazy in collecting such amounts, which will be paid by Client.

8. Intellectual Property
   • REGISLATE® , the Service and any part thereof is the sole proprietary of Arazy and its Intellectual Property. All rights related to the REGISLATE® are owned solely by Arazy and neither the Quote nor these Terms convey any title or ownership rights to Client. Except as provided herein, Arazy retains all right, title and interest in and to REGISLATE® , including without limitation any derivatives, improvements and modifications thereto, and all intellectual property rights therein. Client shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with REGISLATE® .
   • Client has the right to access and use applicable Content subject to the terms of applicable Quote and these Terms.
   • License by Client. Client grants Arazy, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Client’s data, as appropriate for Arazy to provide and ensure proper operation of the Services and associated systems in accordance with these Terms. Subject to the limited licenses granted herein, Arazy acquires no right, title or interest from Client or its licensors under the Quote and these Terms in or to any Client’s data.
   • By sharing your documents through REGISLATE you will have the option to choose to whom your documents will be shared with. Disclosing your data per your request through REGISTLATE shall be at your own responsibility and will not result any claim of breach of confidentiality against Arazy.
   • Client grants Arazy its approval to use Client’s name, icons and images, for use in Arazy’s marketing and display on Arazy Website or other media, or for the purpose of providing the Service including, without limitations, by creating Arazy creative as well as Arazy’s press releases and posted client list. Subject to the license grant to Arazy in accordance with the Quote and/or ‎these Terms, Client shall retain all right, title and interest in and to Client’s materials.

9. Representations and Warranties
   • Each party represents and warrants to the other party that: (a) the Quote (including these Terms) constitutes a valid and legally binding obligation of it, enforceable against it in accordance with their terms; (b) it has the full corporate right, power and authority to enter into the Quote and these Terms and its obligations hereunder; and (c) the execution of the Quote (including these Terms) does not and will not violate any agreement to which it is a party or by which it is otherwise bound; (d) it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (e) it is not listed on any list of U.S. Government with respect to prohibited or restricted parties.
   • Arazy warrants that during an applicable subscription term (a) these Term and the Quote will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client data, (b) Arazy will not materially decrease the overall security of the Services. For any breach of a warranty above, Client’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
   • Except as expressly provided in these Terms and to the fullest extent allowable by law, Arazy makes no other warranty of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of compatibility, availability, fitness for a particular use, or those arising in the course of or connected to the performance hereunder, and disclaims such warranties. In addition, Arazy does not represent or warrant that: (i) REGISLATE® , or any of its Services or software will be error free or that any errors will be corrected; (ii) the operation of REGISLATE® or any of its Services or software will be uninterrupted or unbreachable; and (iii) Client will profit or derive any economic benefit from usage of REGISLATE®  and (iv) the outcome of any of the Client’s registration submissions of any product to any market.
   • Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Client.
   • EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Confidentiality
    • “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of Arazy includes the Services and content related thereto (which is not public) and these Terms and all Quotes (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Arazy’s services.
    • Each party retains all ownership rights in and to its Confidential Information.
    • The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Quote to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Arazy may disclose the terms of this Agreement and any applicable Quote to a subcontractor to the extent necessary to perform Arazy’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
    • The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

11. Indemnification
    • Each party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its respective officers, directors, employees, agents and suppliers (“Indemnified Party”) from and against any and all losses, liabilities, damages, penalties and claims and all related expenses (including reasonable attorneys’ fees) related to claims by third parties resulting from the Indemnifying Party’s breach or alleged breach of the Quote or these Terms. The Indemnifying Party’s obligation to hereunder is conditioned upon the Indemnified Party promptly notifying the Indemnifying Party, in writing, within fourteen (14) days of such claim (however, failure to promptly notify will not relieve the Indemnifying Party of its obligations hereunder, except to the extent the Indemnifying Party has been damaged thereby), promptly tendering the control of the defense and settlement to the Indemnifying Party (at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel), and cooperating reasonably with the Indemnifying Party in defending or settling such claim including by providing any necessary information or materials. The Indemnifying Party will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the Indemnified Party, without the Indemnified Party’s prior consent, which will not be unreasonably withheld. The Indemnified Party will have the right to participate in the settlement or defense of any such claim at its own expense.
    • Indemnification by Arazy. Arazy will defend Client against any claim, demand, suit or proceeding made or brought against Client by a third party alleging that any purchased Service infringes or misappropriates such third party’s intellectual property rights, and will indemnify Client from any damages, attorney fees and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by Arazy in writing, provided that Client (a) promptly gives Arazy written notice of such claim against him, (b) gives Arazy sole control of the defense and settlement of the claim, and (c) gives Arazy all reasonable assistance, at Arazy’s expense. If Arazy receives information about an infringement or misappropriation claim related to a Service, Arazy may in its sole discretion and at no cost to Client (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Client’s continued use of that Service in accordance with this Agreement, or (iii) terminate Client’s subscriptions for that Service upon 30 days’ written notice and refund Client any prepaid fees covering the remainder of the term of the terminated subscriptions. The above indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of such claim; (2) the claim against Client arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Arazy, if the Services or use thereof would not infringe without such combination, or; (3) such claim against Client arises from Client’s data or Client’s breach of this of these Terms or Quote.
    • Indemnification by Client. Client will defend Arazy and its Affiliates against any claim, demand, suit or proceeding made or brought against Arazy by a third party alleging that any Client Data or Client’s use of Client Data with the Services infringes or misappropriates such third party’s intellectual property rights, or arising from Client’s use of the Services in an unlawful manner or in violation of these Terms or the Quote and will indemnify Arazy from any damages, attorney fees and costs finally awarded against Arazy as a result of, or for any amounts paid by Arazy under a settlement approved by Client in writing, provided Arazy (a) promptly gives Client written notice of such claim, (b) gives Client sole control of the defense and settlement of such claim (except that Client may not settle any Claim against Arazy unless it unconditionally releases Arazy of all liability), and (c) gives Client all reasonable assistance, at Client’s expense. The above defense and indemnification obligations do not apply if a Claim against Arazy arises from Arazy’s breach of these Terms and/or Quote.
    • This Indemnification clause states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in these Terms.

12. Limitation of Liability
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL NEITHER PARTY NOR THEIR AFFILIATES, OR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR THE USE OR INABILITY TO USE THE SERVICES, LOSS OF SALES, DATA, INFORMATION, BUSINESS INTERRUPTION, OR UNAUTHORIZED ACCESS TO INFORMATION, COMPUTER DAMAGE OR SYSTEM FAILURE, SOFTWARE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE QUOTE OR THESE TERMS, BASED ON CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT EXCEEDS THE NET CONSIDERATIONS ACTUALLY PAID BY CLIENT TO ARAZY IN CONNECTION WITH THE ANY SERVICE PROVIDED BY ARAZY TO CUSTOMET DURING ONE (1) YEAR PERIOD PRIOR TO THE RELEVANT CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ARAZY MORE THAN ONE (1) YEAR AFTER THE DATE OF THE APPLICABLE SERVICE.

13. Term & Termination
    • These Terms shall be effective during any Quote Period and until all subscriptions hereunder have expired or have been terminated, as specified in each Quote. Except as otherwise specified in any Quote, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
    • Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
    • Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    • Refund or Payment upon Termination. If this Agreement is terminated by Client in accordance with the “Termination for Cause” clause above, Arazy will refund Client any prepaid fees covering the remainder of the term of all Quotes after the effective date of termination. If this Agreement is terminated by Arazy in accordance with the “Termination for Cause” clause above, Client will pay any unpaid fees covering the remainder of the term of all Quotes to the extent permitted by applicable law. In no event will termination relieve Client of its obligation to pay any fees payable to Arazy for the period prior to the effective date of termination.
    • Effect of Termination. Upon expiration or termination of the Quote, for any reason: (a) all rights and license granted herein shall be terminated immediately; (b) Client’s right to use the Service or any part thereof shall cease immediately; (c) Client must destroy or return to Arazy any Confidential Information.
    • Survival. (a) The following Sections, provisions or undertakings shall survive any termination or expiration of any Quote and/or these Terms: (a) Sections 8 (Intellectual Property); 9 (Reps and Warranties); 10 (Confidentiality); 11 (Indemnification); 12 (Limitation of Liability); 13 (Effect of Termination); this Section 13.6 (Survival); and 14.3 (Dispute Resolution); (b) unpaid invoices submitted or to be submitted to Client for performed Services and Client’s payment obligations thereof; (c) all other provisions of these Terms that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of the Quote (including these Terms).

14. General
    • Independent Contractors. The Parties are independent contractors under the Quote and/or these Terms. Nothing contained herein shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities on behalf of, the other Party.
    • Assignment. Either Party will not assign any of its rights or obligations under any signed Quote and/or these Terms to any person or entity, and any attempt to do so shall be deemed void or a material breach of the Order and/or these Terms, other than upon merger or acquisition of the assigning Party’s major assets or shares, provided that the assignee will assume all obligations of the assignor.
    • Dispute Resolution. Each Party agrees to first contact the other Party and attempt to resolve any dispute informally. If the Parties are not able to resolve the dispute informally, and unless otherwise required by a mandatory law, the Parties agree that any claim, dispute or controversy arising out of or in connection with or relating to any Order(s) and/or these Terms will be governed by the Laws of the Canadian Law, and the competent courts of Canada shall have jurisdiction in disputes relating to this agreement. It is further agreed that: (i) by entering into these Terms, each of the Parties agree to waiving the right to a trial by jury or to participate in a class action; and (ii) all claims must be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and the competent court may not consolidate more than one person’s claims.
    • No Third-Party Beneficiary. The Quote and these Terms, shall be binding on and inure to the benefit of each of the Parties and their respective successors and assignees. Neither any Quote signed by the Parties nor these Terms are made for the benefit of any third party who is not a party hereto, and only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of any Quote or these Terms.
    • Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.
    • Entire Agreement. The Quote and these Terms sets forth the entire understanding between the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous, written agreements and discussions concerning the subject matter of the Quote and/or these Terms.
    • Severability. In the event any clause of the Order and/or these General Terms is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Order and/or these General Terms shall not be affected.
    • Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control.

    Contact us. If you have any questions or comments concerning this Agreement, you are welcome to send us an e-mail to: [email protected]

 

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Appendix A

 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting rights of the subject entity.

“Arazy” means Arazy Group Consultants Inc., a limited liability company registered at 1333 Johnston Street, Pier 32, Granville Island, Vancouver, BC V6H 3R9 Canada.

“Client” means an individual accepting this Agreement on his or her own behalf, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into a Quote.

”Client Data” means electronic data and information submitted by or for Client to the Services, excluding Content.

“Content” means information obtained by Arazy from publicly available sources or its third-party content providers and made available to Client through the Services and/or pursuant to a Quote.

”Party” means either Arazy or Client (together: ”Parties”).

“Quote” means online or offline engagement document that is entered into between Arazy and Client specifying the Services, including the sorts and numbers of applications and users to be provided hereunder, as well as any addenda and supplements thereto. By entering a Quote hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“User” means, an individual accepting these terms on his or her own behalf, or, in the case of an individual accepting this Agreement on behalf of a company individual who is authorized by Client to use a Service, for whom Client has purchased a subscription (or in the case of any Services provided by Arazy without charge, for whom a Service has been provisioned), and to whom Client (or, when applicable, Arazy at Client’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, experts, contractors and agents of Client, and third parties with which Client transacts business.