Version as of February, 2020
Regateo has certified under the EU–U.S. Privacy Shield framework set forth by the U.S. Department of Commerce and the European Union. For more information on the EU–U.S. Privacy Shield, please visit the U.S. Department of Commerce’s Privacy Shield website here.
2. Information collected
As a Visitor, you may ask for additional information about Regateo Products, including signing up to receive a newsletter or registering to use the Sites. In that case, we may ask you to give us personal contact information, such as name, company name, address, phone number, and email address (“Contact Information”).
When purchasing the Products on other platforms, all financial qualification and billing information, such as billing name and address, credit card number, etc. will be under those platforms policy.
Contact Information, Billing Information, Applicant Information, Optional Information and any other information you submit to Regateo to or through the Services are referred to collectively as “Data”.
As you navigate Sites, Regateo may also collect information through the use of gathering tools, such as cookies, ETags and web beacons (“Website Navigational Information”). Website Navigational Information includes standard information from your web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, and the actions you take on Sites (such as the pages viewed and the links clicked).
3. Use of information collected (purpose and legal basis)
Regateo uses Website Navigational Information to operate and improve its Sites. Regateo may also use Website Navigational Information alone or in combination with Data about Visitors to provide personalized information about Regateo. For additional information about the use of Website Navigational Information, please see Section 4 below. We use legitimate interest as a legal basis for this processing. Our legitimate interest is operating and improving our website.
Regateo may also use Data to improve its websites and deliver personalized content. This may involve anonymizing the Data and then using it – typically in an aggregated form – to determine trends relating to online user behaviour, publish reports and develop features designed to enable website operators to improve their sites. We use legitimate interest as a legal basis for this processing. Our legitimate interest is to deliver a more personalized experience on our website, e.g. showing you relevant articles or products. By using data in this way, you can expect our website to show you more engaging and relevant content than if we were not using personalization.
Regateo uses Data about Visitors to provide the Service. For example, if you fill out a “Contact Me” web form and actively opt-in to receiving communications from us, Regateo will use the information provided to contact you about your interest in the Products. We use legitimate interest as a legal basis for that processing. Our legitimate interest is direct marketing to people who showed active interest in our products. However, we rely on your consent for the purpose of sending you the specific materials you have requested from us, unless you are an existing customer, in which case consent is not required but you can always object or unsubscribe from receiving such materials. If we rely on consent to contact you, we will only ever contact you in the way (and at the frequency) you have consented to receive communications from us.
Regateo may also use Data about Visitors for marketing purposes. For example, Regateo may use information you provide to contact you to further discuss your interest in the Products and to send you information regarding Regateo, its affiliates, and its partners, such as information about promotions or events. We use legitimate interest as a legal basis for that processing. Our legitimate interest is direct marketing to people who showed active interest in our products. However, we rely on your consent for the purpose of sending you marketing materials unless you are an existing customer, in which case consent is not required but you can always object or unsubscribe from receiving such materials. If we rely on consent to contact you, we will only ever contact you in the way (and at the frequency) you have consented to receive communications from us.
4. Cookies and other types of Website Navigational Information
This section describes the types of Website Navigational Information used on Sites, including cookies, and how this information may be used.
The following sets out how Regateo uses different categories of cookies and your options for managing cookies’ settings:
Required cookies enable you to navigate the Sites and use certain features, such as accessing secure areas of the Sites and using Regateo Services.
These cookies collect information about how Visitors use the Sites, including which pages Visitors go to most often and if they receive error messages from certain pages. These cookies do not collect information that individually identifies a Visitor. All information these cookies collect is aggregated and anonymous. It is only used to improve how Regateo’s Sites function and perform.
From time to time, Regateo engages third parties to track and analyze usage and volume statistical information from individuals who visit the Sites. Regateo may also utilize Flash cookies for these purposes.
Functionality cookies allow Sites to remember information you have entered or choices you make (such as your username, language, or your region) and provide enhanced, more personal features. These cookies also enable you to optimize your use of Regateo’s Services after logging in. These cookies can also be used to remember changes you have made to text size, fonts and other parts of web pages that you can customize.
Regateo uses local shared objects, also known as Flash cookies, to store your preferences or display content based upon what you view on our Sites to personalize your visit.
Targeting or Advertising cookies
Because Required cookies are essential to operate Sites and the Services, there is no option to opt out of these cookies, other than by not using the Sites.
However, you can learn how to opt out of Performance or Functionality cookies (this can impact the functionality you receive) using your browser settings.
Regateo uses web beacons alone or in conjunction with cookies to compile information about Visitors’ usage of Sites and interaction with emails from Regateo. web beacons are clear electronic images that can recognize certain types of information on your computer, such as cookies, when you viewed a particular Site tied to the web beacon. For example, Regateo may place web beacons in marketing emails that notify Regateo when you click on a link in the email that directs you to one of Sites. Regateo uses web beacons to operate and improve its Sites and email communications.
ETags are a feature of the cache in browsers, an ETag is an identifier assigned by a web server to a specific version of a resource found at a URL. If the resource content at that URL ever changes, a new and different ETag is assigned. Used in this manner ETags are a form of device identifier. ETag tracking may generate unique tracking values even where HTTP, Flash, and/or HTML5 cookies are blocked - however, Regateo has implemented its own ETags to ensure that if a Visitor has disabled or blocked cookies no ETag will be set by Regateo. ETags are used by Regateo to back up cookies and restore them if we notice they are not functioning properly or are missing - note, this does not undermine your ability to block or delete cookies. If you block cookies, this will also block Regateo’s use of ETags. You can delete ETags by clearing the history in your browser settings (details on how to do this for different browsers are available here).
When you visit Sites, Regateo collects your Internet Protocol (“IP”) addresses to track and aggregate non-personal data. For example, Regateo uses IP addresses to monitor the regions from which Visitors navigate Sites.
Social Media Features
Do Not Track
Currently, various browsers — including Internet Explorer, Firefox, and Safari — offer a “do not track” or “DNT” option that relies on a technology known as a DNT header, which sends a signal to Sites’ visited by the user about the user's browser DNT preference setting. Regateo does not currently commit to responding to browsers' DNT signals with respect to Regateo's Sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. Regateo takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.
5. Sharing of information collected
Regateo may share Data about Regateo Visitors with Regateo’s contracted service providers so that these service providers can provide services on our behalf. Without limiting the foregoing, Regateo may also share Data about Visitors with Regateo’s service providers to ensure the quality of information provided, and with third–party social networking and media websites, such as Facebook, for marketing and advertising on those sites.
Regateo may share Data about Visitors with other companies in order to work with them, including affiliates of the Regateo corporate group. For example, Regateo may need to share Data about Visitors for customer relationship management purposes.
From time to time, Regateo may partner with other companies to jointly offer products or services. If you purchase or specifically express interest in a jointly–offered product or service from or through Regateo, Regateo may share Data about Visitors collected in connection with your purchase or expression of interest with our partner(s). Regateo does not control our business partners’ use of the Data about Visitors we collect, and their use of the information will be in accordance with their own privacy policies. If you do not wish for your information to be shared in this manner, you may opt not to purchase or specifically express interest in a jointly offered product or service.
Regateo uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on Regateo’s behalf.
Regateo reserves the right to use or disclose information provided if required by law or if Regateo reasonably believes that use or disclosure is necessary to protect Regateo’s rights and/or to comply with a judicial proceeding, court order, or legal process.
6. International transfer of information collected
7. Communications preferences
Regateo offers Visitors who provide contact information a means to choose how Regateo uses the information provided. You may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” link located on the bottom of Regateo’s marketing emails. Additionally, you may send a request to email@example.com.
8. Data subject requests, retention period, supervisory authority and other information
Data subject requests
You can ask us to update, change or delete any information Regateo holds about you. Requests to access, change, or delete your information will be handled within 28 days. You can find out if we hold any personal data by making a ‘data subject access request’ under the General Data Protection Regulation. If we do hold information about you we will:
- give you a description of it;
- tell you why we are holding it;
- tell you who it could be disclosed to and to whom;
- where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
- let you have a copy of the information in an intelligible form; and
- give you other information as outlined in Article 15 of the GDPR
If you want to delete the personal data we hold about you, we have an obligation to do that if the conditions outlined in Article 17 of the GDPR apply.
You can ask us to restrict the processing of your personal data if (i) you contest their accuracy, (ii) the processing is unlawful and you do not want to delete the data, (iii) we do not need the personal data for the purposes of processing but you need them for the establishment, exercise or defense of legal claims, or (iv) where you objected to the processing in accordance with Article 21(1) of GDPR pending verification of whether the legitimate grounds of the controller override those of the data subject.
You have the right to receive any personal data concerning you, which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller without hindrance from us. Article 20 of the GDPR applies to this.
You have the right to object, on grounds relating to your particular situation, at any time to our processing of personal data concerning you which is based on point (e) or (f) of Article 6(1) (public interest, official authority and legitimate interests), including profiling based on those provisions.
To make a request to Regateo for any personal data we may hold, please email the request in writing to firstname.lastname@example.org.
If you agree, we will try to deal with your request informally, for example by providing you with the specific information you need over the telephone.
Unless otherwise required by law, Data shall be stored for a maximum of six years after collection, except that Cookie Data about a specific Visitor will be deleted after one year of non-interaction with the Website.
The lead supervisory authority for Regateo and the Regateo Group is the Information Commissioner in the United Kingdom. We would always encourage our Visitors to reach out to us directly regarding any concerns about our data privacy or handling practices. However, you may also reach to our supervisory authority (ideally our lead supervisory authority the ICO in the United Kingdom), and lodge a complaint with them.
Regateo maintains tight controls over Data, retaining it in firewalled and secured databases with strictly limited and controlled access rights, to ensure it is secure.
10. Your information if there is a business transfer:
As we continue to develop our business, we may sell or purchase a business or assets. If we purchase another entity or if another entity acquires us or all or substantially all of our assets, or assets related to the Regateo product offering, personal data, user data, and any other information that we have collected about the users of our products and services may be disclosed to such entity as part of the due diligence process and, if we or our assets are acquired, will be transferred to such entity as one of the transferred assets. You acknowledge that such transfers may occur, and that any acquiror of Regateo may continue to use your personal data as set forth in this policy.
Master Service Agreement - US
Each Sales Order Form signed by Customer and Regateo (“Regateo”) is subject to this Master Service Agreement (these “Terms”).
THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN REGATEO AND THE CUSTOMER. THE CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM, CLICKING “ACCEPT,” OR ACCESSING OR USING ANY REGATEO SERVICE OR PRODUCT. BY SIGNING AN ORDER FORM, OR ACCESSING OR USING ANY PRODUCT OR ADDITIONAL SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS ACCESSED ONLINE AND/OR BEEN PROVIDED A COPY OF THIS AGREEMENT AND THE REGATEO SALES ORDER FORM(S), AND HAS READ AND ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE SALES ORDER FORM IN THEIR ENTIRETY. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, REGATEO’S OFFER OR ACCEPTANCE TO ENTER INTO AN AGREEMENT WITH CUSTOMER WITH RESPECT TO ANY REGATEO PRODUCT OR SERVICE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND CONDITIONED ON THE CUSTOMER’S CONSENT TO THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THE SALES ORDER FORM(S) ARE INCORPORATED BY REFERENCE INTO THIS DOCUMENT AS IF SET FORTH FULLY HEREIN.
1.1 The definitions and rules of interpretation in this Section apply in this Agreement
Additional Charges: means all fees payable by Customer to Regateo in addition to the Subscription Fees, each as set out in the Sales Order Form.
Additional Services: means those services provided in accordance with Section 4, as more particularly described in the Sales Order Form.
Agreement: means these Terms and conditions contained herein, together with a completed and signed Sales Order Form. For the avoidance of doubt, each Sales Order Form between Customer and Regateo forms one separate and distinct Agreement.
Authorized Users: means those employees, agents and independent contractors of Customer or a Customer Affiliate who have been authorized by Customer to use the Products in accordance with these Terms.
Business Day: means any day that is not a Saturday, Sunday or federal holiday in the United States.
Basis of Calculation: means the basis used by Regateo to calculate the Subscription Fees as more particularly described in the Sales Order Form.
Confidential Information: means any information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) or its Representatives (as defined below) that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of a party or any of its subsidiaries or affiliates (but not information that is publicly known through no fault of the Receiving Party). Information shall not constitute Confidential Information for the purposes of this Agreement to the extent that the information (a) is or becomes publicly available through no fault of the Receiving Party; (b) is already in the Receiving Party’s lawful possession prior to the Disclosing Party’s disclosure; (c) is received by the Receiving Party from a third party without any restriction and without breach of any confidentiality obligation; or (d) is developed independently without assistance of the Disclosing Party and without the use of any information disclosed by the Disclosing Party. To implement exchanges of Confidential Information pursuant to this Agreement, from time to time, either party may be the Disclosing Party and the other party shall be the Receiving Party.
Customer: means any entity that purchases the Regateo Products, as more particularly detailed in the Sales Order Form.
Customer Affiliate: means an entity which directly or indirectly controls, is controlled by, or is under common control by or with a Customer.
Customer Data means (i) the data inputted by Customer or an Authorized User for the purpose of using the Products or facilitating Customer’s use of the Products, and (ii) data inputted by and collected from users of the Customer Site (as defined below).
Customer Site: means those website URLs and mobile applications (as applicable) owned and operated by Customer or a Customer Affiliate on which Customer elects, and Regateo agrees, to implement the Script (as defined herein) and provide the Products, as such properties are more particularly detailed in the Sales Order Form.
Data Protection Laws: means any U.S. federal, state and local laws, as well as foreign laws and government-issued rules, regulations, guidelines, directives and requirements currently in effect or later implemented, modified, or amended, as they become effective that relate in any way to the privacy, security and processing of personal data, including data protection laws and their regulation in any jurisdiction applicable to the parties.
Effective Date: is the date defined in the Sales Order Form.
Estimated Pageview Data: means the estimated annual number of Pageviews on the Customer Site(s) as detailed in the Sales Order Form, and “Actual Pageview Data” means the actual number annual Pageviews.
Fees: means the Subscription Fees and the Additional Charges (if applicable) as such amounts are more particularly detailed in the Sales Order Form.
Generally Applicable Know-How: means all material and know-how, including software (including any modifications now in effect or later developed and/or documentation related to it), code, product, invention, discovery, improvement and information, in each case generally applicable to Regateo’s technology, business, business methods and processes (including Regateo’s underlying information collection methodologies) that are created, derived, prepared, modified or generated by or in collaboration with Regateo and/or its sub-contractors pursuant to (and/or as a consequence of) the Products.
Initial Subscription Term: means the fixed period of 12 months commencing on the Effective Date.
Intellectual Property Rights: means all intellectual property rights in any part of the world, including patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
Normal Working Hours: means the time between 9:00 AM and 6:00 PM in the relevant US time zone in which the Additional Services are being performed on a Business Day. In the event the Additional Services are not being performed in the United States, the applicable time zone shall be Eastern Standard Time.
Pageview: means an occurrence on a Customer Site created by a visitor’s interaction with such Customer Site which provides new information for Regateo to collect and process, including a change in URL, pagetype, product variant or basket status, steps in a transaction process, logins and logouts, form submissions, and registrations. During the Subscription Term, Regateo shall calculate Pageviews based on every load of Regateo’s smartserve.js (or equivalent) when requested on the Customer Site.
Products: means the products ordered by Customer under this Agreement, as more particularly described in the Sales Order Form, but expressly excluding any Third-Party Products (as defined herein).
Renewal Term: means the period described in Section 11.1 of this Agreement.
Sales Order Form: means the ordering document for the Products, which together with these Terms and conditions form this Agreement.
SLA: means the Regateo standard service level agreement for the Products which is annexed hereto as Exhibit “A” and is incorporated herein by reference.
Subscription Fees: means the fees payable to Regateo for the Products by Customer that are calculated based on the Basis of Calculation, and paid in accordance with clause 6 below.
Subscription Term: has the meaning given in Section 11.1 below (being the Initial Subscription Term together with any subsequent Renewal Term(s).
Virus: means anything or device (including any software, code, file or program) that may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data; or (iii) adversely affect the user experience, including worms, trojan horses, malware, viruses and other similar things or devices, now known or later developed.
1.2 Section and schedule headings are for informational and organizational purposes only and shall not affect the interpretation of this Agreement.
1.3 Where the words "include", "includes", "including" or "in particular" are used in an Agreement, they are deemed to have the words “without limitation” following them. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 If any term in these Terms conflicts with any terms or conditions in a Sales Order Form then the Sales Order Form shall prevail in relation to the Products or Additional Services detailed in that Sales Order Form.
2. Supply of the Products
2.2 Customer shall (a) permit, assist and cooperate with Regateo to monitor Actual Pageview Data and/or Actual Transaction Data (as applicable) for the purpose of calculating the Subscription Fees; (b) provide Regateo with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required in order to render and receive the Products, including access to Customer Data, security access information and configuration settings and services; (c) comply with all applicable laws and regulations of any government agency with respect to its activities under this Agreement; (d) carry out all of its responsibilities set forth in this Agreement in a timely and efficient manner. If there are delays in Customer's provision of any assistance or information as agreed by the parties, Regateo may adjust any agreed upon timetable or delivery schedule as reasonably necessary to compensate for such delay; and (e) be solely responsible for: (i) procuring and maintaining Customer’s computer devices, network connections and telecommunications links, and the security thereof; (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s own network connections or telecommunications links or caused by the internet; and (iii) all uses of Customer’s account. Customer agrees to ensure that its network and systems (including its internet browser) comply with the specifications provided by Regateo as modified or amended.
Although Regateo has no obligation to monitor Customer’s use of the Products, Regateo may do so and may prohibit any use of the Products it believes may be (or is alleged to be) in violation of this Agreement.
2.3 Customer agrees that Regateo is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Other than as expressly provided in these Terms and conditions and the SLA, no implied conditions, warranties or other terms apply (including any implied warranties or terms as to Customer's use of the Products being uninterrupted or error-free or fitness for a particular purpose). Customer acknowledges, agrees and understands that nothing herein shall be construed as, or considered a guaranty of performance of the Products by Regateo, including, but not limited to the success of such Product.
2.4 This Agreement shall not prevent Regateo from entering into similar agreements with any third parties, or from independently developing, using, selling or licensing documentation, products and/or services that are similar to those provided under this Agreement.
2.5 During the Subscription Term, Regateo may allow Customer to test one or more new Regateo products that have not yet been released to the public (each such event a "Usability Study"). The purpose of a Usability Study is to test and study the usability of one or more pre-release products being developed by Regateo which Regateo may agree to make available to Customer for such purposes (together the “Test Products”). Any such Test Products shall be made available to Customer through the Regateo online user interface and shall be clearly labelled as Test Products. Customer acknowledges and agrees that its use of the Test Products shall be governed by the terms and conditions of the Regateo Trusted Tester Agreement available from time to time.
2.6 Customer acknowledges that the Products may enable or assist it to access, interact with, and/or purchase products, technology and/or services from certain third parties (each a “Third-Party Product”). When Customer accesses any Third-Party Product, it does so at its own risk. Any use of a Third-Party Products is subject solely to the terms and conditions governing such Third-Party Products (and Customer shall materially comply with such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Product, is between Customer and the relevant third party, and not to Regateo. Regateo makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Product or any contract entered into and any transactions completed by Customer with any such third party. Customer acknowledges that use of the Third-Party Products may involve the exchange of Customer Data between the Products and such Third-Party Products, and that such exchange of Customer Data may involve a transfer of personal data outside the European Economic Area. Customer hereby consents to such exchange of Customer Data and warrants that such exchange complies with the terms of all applicable laws. Further, Customer acknowledges and agrees that, if Customer or an Authorized User installs or enables a Third-Party Product, Customer grants Regateo permission to allow the provider of such Third-Party Product to access Customer Data solely to the extent required for the interoperation of the Third-Party Product with the Products or as Customer may otherwise authorize or direct. Without limiting the generality of the foregoing, if Customer subscribes in a Sales Order Form to any Third-Party Product, Customer is expressly agreeing to be bound by the terms and conditions applicable to such product and/or services.
3. Customer's use of the Products
3.1 Subject to the terms and conditions of this Agreement (including payment by Customer of the Fees and Additional Charges in accordance with Section 6 and the restrictions set out in this Section 3), Regateo hereby grants Customer a non-exclusive, non-transferable (except as set forth specifically in Section 12.9), non-sublicensable, freely revocable right and license, during the Subscription Term only, to: (a) integrate the Script with the Customer Sites; and (b) permit Customer and the Authorized Users to use the Products, in each case, in accordance with the Terms and conditions of this Agreement, during the Subscription Term only and solely for Customer's internal business operations.
3.2 Customer hereby grants to Regateo a non-exclusive, royalty-free, non-transferable (except as set forth in Section 12.9), freely revocable right and license to use, modify, create derivative works of, transfer, and otherwise reproduce in any medium, currently known or developed in the future, any Customer Data for the sole purposes of (a) rendering the Products under this Agreement, and (b) developing, maintaining or improving the Products.
3.3 Customer shall: (a) keep secure and confidential any PIN codes, API keys and passwords necessary for accessing and using the Products; (b) use all reasonable efforts to not access, store, distribute or transmit any Viruses when accessing and using the Products; and (c) use all reasonable endeavors to prevent any unauthorized access to, or use of, the Products and, in the event of any such unauthorized access or use, to promptly notify Regateo and reasonably cooperate with Regateo to block the unauthorized access or use.
3.4 Customer shall not, directly or indirectly: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Script (as applicable) or the Products in any form or media, their derivatives, source codes, or templates, or by any means; or (ii) attempt to reverse compile, disassemble, tamper with, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script or Products or any other products which Regateo owns that is outside of the scope of this Agreement; (b) use the Products in a manner that is illegal or facilitates illegal activity, or causes damage or injury to any person or property or tortuously violates any rights or interests; (c) use any automated system, including "robots," "spiders," or "offline readers," to access the Products in a manner that sends more request messages to the Products than a human can reasonably produce in the same period of time by using a conventional online web browser; (d) attempt to interfere with or compromise the integrity or security of the Products; (e) access all or any part of the Products in order to build or facilitate a product or service that competes with the Products; (f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, provide, or otherwise commercially exploit, or otherwise make the Products available to any third party (other than to an Authorized User in accordance with Section 3.1); (g) attempt to obtain, or assist any third party in obtaining, access to the Products or services other than as provided under this Agreement; (h) use the Product, Script or any work product developed under this Agreement by Regateo after the earlier expiration, termination of default of this Agreement, the Service Level Agreement of Sales Order Form. Customer Acknowledges and understands that continued use of the Products after the expiration or termination of this Agreement shall cause irreparable harm to Regateo, and accordingly, Regateo may take any and all actions necessary and appropriate to protect its rights, and in addition to payment of all Fees for the time of unauthorized use shall be responsible for all costs and damages incurred in Regateo’s efforts to secure compliance, including legal fees; or (i) purport, promise or agree to do any of the foregoing.
Regateo may, at its sole discretion and without liability and without being subject to damages, or prejudice to its other rights under this Agreement, disable Customer’s and/or any Authorized Users’ access to the Products for any breach or suspected breach of this Section 3.4.
3.5 Customer shall ensure that all Authorized Users comply with the terms of this Agreement. Customer shall be primarily responsible for all activities conducted under its or its Authorized Users’ logins. Without prejudice to Regateo’s other rights under this Agreement, Customer shall notify Regateo immediately in the event that any Authorized User is in breach of this Agreement and shall ensure that such Authorized User immediately discontinues its use of the Products. Customer shall reasonably cooperate with Regateo to remedy any misuse of the Script or the Products or any conduct that is or would constitute a breach of the terms of this Agreement.
3.6 Regateo is not responsible of the business results of its customers and will not respond on any loss taken by any person or company.
4. Additional Services
4.1 Regateo shall make available to Customer an appropriately trained employee or contractor to carry out such services as are mutually agreed between the parties in a Sales Order Form (the “Additional Services”). Such Regateo resource shall be provided during Normal Working Hours (unless otherwise specifically agreed in a Sales Order Form) on the number of Days agreed in the Sales Order Form. For the purpose of this Section 4, a “Day” means 8 Normal Working Hours.
4.2 If Customer wishes to purchase any Additional Services, the parties may agree to mutually execute one or more separate statements of work (each a “Statement of Work”) containing the relevant terms and conditions. Unless otherwise identified in a Statement of Work, all Additional Services must be used within the Initial Subscription Term or applicable Renewal Period. Any portion of the Additional Services not used within such period will be automatically forfeited, with no further action required of either party, and Customer will not be entitled to any refund or credit for any prepaid but unused fees. Customer may not apply any portion of any unused Additional Services or fees paid, for any products or services other than those stated in the Sales Order Form.
4.3 Regateo shall provide the Additional Services with reasonable skill and care and in accordance with generally recognized commercial practices and standards. This warranty is exclusive and in lieu of all other warranties and conditions, whether express or implied. Nothing in any description of Additional Services is intended as an additional warranty of any sort and no conditions, warranties or other terms apply to any Additional Services (including any software or code) supplied by Regateo unless expressly set out in this Agreement, the Statement of Work, or the Sales Order Form. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). Regateo will re-perform Additional Services to remedy any breach of warranty.
4.4 If either party requests a change to the scope or execution of the Additional Services Regateo shall, within a reasonable time, provide a written estimate to the Customer of: (a) the likely time required to implement the change; (b) any necessary variations to Regateo’s charges arising from the change; and (c) any other impact of the change on this Agreement. If the Customer wishes Regateo to proceed with the change, Regateo has no obligation to do so unless and until the parties have agreed in writing to all of the necessary variations to its charges, the Additional Services, the Sales Order Form and any other relevant terms of this Agreement to take account of the change. Notwithstanding the foregoing, Regateo may, from time to time on reasonable notice, change the Additional Services in order to comply with any applicable regulatory or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Additional Services or materially adversely affect the Customer.
4.5 Regateo shall deliver all Additional Services from Regateo’s offices unless otherwise mutually agreed between the parties. If any Regateo resource is required to travel to Customer’s premises or any other third party premises to deliver the Additional Services to Customer, Customer shall be responsible for Regateo’s reasonable expenses.
4.6 Subcontractors. Regateo may, in its reasonable discretion, use subcontractors inside or outside the United States to perform any of its obligations hereunder. Regateo will be responsible for the performance of Additional Services by its personnel (including employees and contractors) and their compliance with Regateo’s obligations under this Agreement, except as otherwise specified herein.
5. Personal Data and Customer Data
5.2 During the Initial Subscription Term and thereafter Customer may request that Regateo process personal data for the purposes of providing the Products to Customer and/or to allow Regateo to exercise its rights and fulfill its obligations under this Agreement (but Customer will not request Regateo to process any sensitive personal data or information subject to the Health Insurance Portability and Accountability Act or Payment Card Industry Data Security Standard or otherwise provide such information to Regateo). In so doing, Regateo shall only process personal data on behalf of Customer in accordance with the Terms and conditions of this Agreement and Customer's written instructions as it may arise.
5.3 If Customer requests Regateo to transfer Customer Data from a Customer Site (or any other platform on which the Products run) to any third party, then the Customer shall be solely responsible and liable for this transfer, and shall indemnify, defend, and hold Regateo harmless for such transfer and for any liability that arises from such transfer.
5.4 As between the Parties, Customer shall own all right, title and interest in and to any Customer Data and Customer Confidential Information. Customer grants to Regateo the non-exclusive, worldwide right to copy, adapt, transmit, communicate, display, distribute and create compilations and derivative works of the Customer Data for the purpose of providing the Products hereunder and to improve or enhance the Products. This license includes use of Customer Data to compile, use and disclose anonymous, aggregated statistics that include Customer Data, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer’s Users. Customer shall be solely responsible for ensuring that Customer has obtained all necessary third party consents and made all required disclosures in connection with the foregoing grant.
5.5 Customer acknowledges and agrees that Customer Data may be transferred outside of the country or other jurisdiction in which Customer is located. In addition, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data.
5.6 Customer shall not commit any act or omit to act in a way which places or is likely to place Regateo in breach of any Data Protection Laws or any other applicable laws or regulations.
5.7 Regateo utilizes industry standard systems and procedures to ensure the security and confidentiality of Customer Data and to protect against accidental or unlawful destruction or accidental loss, alteration, or unauthorized disclosure or access to Customer Data. Regateo reserves the right to, and may update or modify such measures from time to time provided that such updates or modifications do not result in any material degradation to the security of the Products or Customer Data.
5.8 Customer hereby warrants and represents that it has all right, title and interest in and to the Customer Data and has the proper permissions and abilities to transfer such information.
5.9 In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy shall be for Regateo to use commercially reasonable efforts to restore, if practicable, the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Regateo in accordance with its standard archiving procedures. Regateo shall have no liability whatsoever to Customer for any theft, loss or misuse of Customer Data, except to the extent that such liability is caused by Regateo’s gross negligence.
6. Charges and Payment
6.1 The Fees will be invoiced and paid in advance for the Initial Subscription Term and each Renewal Term.
6.2 The Fees for the Initial Subscription Term shall be the prices set out in the Sales Order Form. The Fees during any Renewal Term shall be determined in accordance with clause 6.3. Customer acknowledges and agrees that if the Basis of Calculation is not accurate or ceases to be accurate by a margin of 10%, or if Customer's usage is continually excessive, unfair, or is not consistent with the usage Regateo would typically expect on the Customer's current package, Regateo may at any time during the Term, on notice and at its sole option, modify the Fees to be proportionate to the Actual Pageview Data and/or Actual Transaction Data (as applicable) on the Customer Site(s) (such increase in Fees being the “Overage Charge”). In extreme cases Regateo may suspend or terminate the Customer's ability to access the Products. The Overage Charge shall be invoiced to Customer monthly in arrears, and payment is due upon receipt. The Overage Charge will be proportional to the amount by which the Actual Pageview Data and/or Actual Transaction Data (as applicable) exceeds the Basis of Calculation (as applicable).
6.3 Regateo may adjust the Fees for any additional Renewal Term, by giving written notice to Customer at least seventy-five (75) days before the start of each Renewal Term, to: (a) remove any discounts granted during the Initial Subscription Term or then current Renewal Term, as applicable; (b) update the Basis of Calculation to reflect increases Estimated Pageview Data and/or Estimated Transaction Data (as applicable); (c) reflect changes in the standard rate at which Regateo provides services on a time and materials basis; and/or (d) increase the Fees charged to the Customer by up to 7% or the Consumer Price Index measure of inflation (whichever is greater), any such price increase shall be effective for each Renewal Term.
6.4 Customer will pay each invoice submitted by Regateo: (a) within 30 days of the date of the invoice; and (b) in full and cleared funds. Time is of the essence for any payment due to Regateo and a condition precedent to services being continued in Regateo’s sole discretion.
6.5 If Customer requires a purchase order number on its invoice, Customer will select “Yes” in the purchase order section of the Sales Order Form and issue a purchase order to Regateo. If Customer requires a purchase order number, and fails to provide the purchase order to Regateo, then Regateo will not be obliged to provide the Products until the purchase order has been received by Regateo. If Customer fails to provide a purchase order, then Customer waives any purchase order requirement and (i) Regateo will invoice Customer without a purchase order number; and (ii) Customer will pay invoices without a purchase order number referenced. The parties agree that none of the terms and conditions in any purchase order issued by Customer will apply to or modify this Agreement or any Sales Order Form, and that any conflicting terms or conditions in the Customer’s purchase orders shall be null and void.
6.6 If Customer fails to make payment of any and all Fees within thirty (30) days of the invoice becoming due, then, without liability to Customer or prejudice to any of Regateo’s other rights and remedies: (a) Regateo may cease to provide and/or disable Customer’s and Authorized Users’ access to all or part of the Products and Regateo shall be under no obligation to provide any or all of the Products or Additional Services while the invoice(s) concerned remain unpaid; and (b) Regateo shall be entitled to recover all reasonable attorney’s fees and costs (including, but not limited to any court costs, witness costs and appellate costs, if any) and other reasonable costs associated with the collection of such amounts; and (c) charge Customer interest on the overdue amount(s) on a daily basis at a rate equal to the lesser of one and one half percent (1½%) per month or the maximum amount allowed by law, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.7 All amounts and Fees stated or referred to in this Agreement: (a) shall (unless otherwise detailed in the Sales Order Form) be payable in US dollars; (b) are exclusive of any applicable taxes or charges (including any sales or other transaction-based tax, or value added or non-resident withholding tax), which shall (if applicable) be added to Regateo's invoice at the appropriate rate and be payable by Customer; and (c) are non-cancelable and all payments are non-refundable. Are non-cancelable and all payments are non-refundable
6.8 Default: In the event of a default of this Agreement by Customer, which shall be defined as: (a) Customer’s inability to pay any sums due and owing under this Agreement; or (b) a breach by Customer of any warranty or representation, then: (c) All sums due and owing under this Agreement, the Service Level Agreement and the Sales Order Form for the Term shall immediately become due and owing to Regateo; and (d) Regateo may immediately suspend all Products and/or Additional Services, without notice or further opportunity to cure in its sole discretion.
7. Proprietary Rights
7.1 Customer acknowledges and agrees that Regateo and/or its licensors or partners own all Intellectual Property Rights and any other rights in or arising out of or in connection with the Products and the Generally Applicable Know-How. Except as expressly stated in this Agreement, this Agreement does not grant Customer any Intellectual Property Rights or any other rights or licenses in respect of the Products or the Generally Applicable Know-How, and Customer shall not acquire or claim any rights in respect of the same by virtue of the rights granted under this Agreement. Regateo expressly reserves all right, title and interest in and to any Intellectual Property Rights not specifically granted to Customer herein. Regateo grants no license, whether implied or express, except as specifically set forth in this Agreement and/or any Sales Order.
7.2 Regateo acknowledges and agrees that Customer (or Customer Affiliate(s) as applicable) and/or its licensors own all Intellectual Property Rights and any other rights in Customer Data and the Customer Site. Except as expressly stated in this Agreement, this Agreement does not grant Regateo any Intellectual Property Rights or any other rights or licenses in respect of Customer Data or the Customer Site and Regateo shall not acquire or claim any rights in respect of Customer Data or the Customer Site by virtue of the rights granted under this Agreement.
7.3 (i) As between Customer and Regateo, Customer will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for Customer without any contribution by Regateo (“Customer Materials”). Subject to the terms of this Agreement, Customer grants Regateo a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, distribute, create derivative works of, and otherwise use the Customer Materials in connection with providing the Product and/or Additional Services during the Subscription Term and otherwise performing its obligations under this Agreement. (ii) As between Customer and Regateo, Regateo will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for Regateo, (either alone or jointly with Customer or others) either existing at this time or later developed, and provided to Customer under the Sales order Form, and any derivative works thereof, excluding any incorporated Customer Confidential Information (collectively, “Regateo Materials”). Subject to the terms of this Agreement, Regateo grants Customer a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, distribute, create derivative works of, and otherwise use the Regateo Materials in connection with receiving the Product and/or Additional Services during the Subscription Term and otherwise performing its obligations under this Agreement.
8.1 The Receiving Party shall hold all Confidential Information in confidence and, unless required by law, not make Confidential Information available to any third party, or use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.
8.2 Without prejudice to Section 8.1, the Receiving Party may disclose Confidential Information to those of its affiliates, employees, agents and advisors (together the “Representatives”) who need to know such Confidential Information solely in connection with the implementation of this Agreement, provided that the Receiving Party is at all times responsible for its Representatives’ compliance with the obligations set out in this Agreement. Each party shall procure that its Representatives are bound by confidentiality agreements applicable to the Confidential Information supplied to the Receiving Party on terms no less onerous than those contained in this Section 8. Subject to the foregoing, neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such loss, destruction, alteration or disclosure was not caused or authorized by the Receiving Party.
8.3 The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Receiving Party (or its Representatives).
8.4 The Receiving Party agrees that the Confidential Information is and shall at all times, unless otherwise notified, remain the exclusive property of the Disclosing Party and the Receiving Party shall not acquire, by implication or otherwise, any right, title, interest or license in or to any Confidential Information or to any intellectual property rights, if any, embodied in such Confidential Information. The Receiving Party acknowledges and agrees that Disclosing Party may be irreparably harmed by a breach of the terms of this Agreement and that damages may not be an adequate remedy. The Disclosing Party shall be entitled to seek an injunction or specific performance for any threatened or actual breach of the provisions of this Agreement by the Receiving Party or any other person receiving Confidential Information pursuant to this Agreement.
9.1 Regateo shall, subject to the remainder of this Section 9, defend Customer, and its officers, directors and employees, against any claim that the Products infringe any UK, EU or United States patent effective as of the Effective Date only or any other Intellectual Property Rights, provided that: (a) Regateo is given prompt notice of any such claim; (b) Customer provides reasonable co-operation to Regateo in the defense and settlement of such claim, at Regateo's reasonable expense; (c) Regateo is given sole authority to defend or settle the claim; and (d) except with Regateo’s prior written permission, Customer makes no admission and takes no action which would compromise Regateo’s defense or settlement of the claim or any counterclaim by Regateo.
9.2 In the defense or settlement of any claim, Regateo’s sole obligation (in addition to the payment of any judgment or settlement) shall be to: procure the right for Customer to continue using the Products, replace or modify the Products so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days’ notice to Customer, in which case Regateo shall repay to Customer any prepaid but unused Fees as at the date of termination, but without any additional liability or obligation to pay damages or other additional costs to Customer. Under no circumstances shall Regateo indemnify Customer or be liable to or on behalf of Customer beyond what is stated in the foregoing sentence.
9.3 Notwithstanding the foregoing, in no event shall Regateo, or its employees, agents and sub-contractors, be liable to or obligated to defend Customer under Section 9.1 to the extent that the alleged infringement is based on: (a) a modification of the Products or Script by anyone other than Regateo or Regateo’s authorized sub-contractors; (b) Customer's use of the Products in a manner contrary to the terms of this Agreement, or the reasonable instructions given to Customer by Regateo; or (c) any combination of services, software or other materials with the Products (including the Script), to the extent the infringement relates to such combination. For the avoidance of doubt, Regateo’s indemnification obligations in Section 9 of these Terms will not apply to third-party content and/or Third-Party Products accessed through the Products and/or Additional Services.
9.4 The foregoing constitutes Customer’s sole and exclusive rights and remedies, and Regateo’s (including Regateo’s employees’, agents’ and sub-contractors’) entire obligations and liability to Customer, for infringement or alleged infringement of any patent or other Intellectual Property Right.
10. Limitation of Liability
10.1 This Section 10 sets out the entire financial liability of either party (including any liability for the acts or omissions of either party’s employees, agents or sub-contractors) to the other, including in respect of: (a) any breach of any obligation (whether implied or express) arising out of or in connection with this Agreement; (b) any use made by Customer or Authorized Users of the Products (including the Script) or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) or breach of statutory duty arising under or in connection with this Agreement.
10.2 Customer assumes sole responsibility (and Regateo shall have no liability) for: (a) results obtained from the use of the Products by Customer and/or Authorized Users and for conclusions drawn from such use; (b) integration of the Script with Customer Site; (c) any damage caused by errors or omissions in any information, instructions or scripts provided to Regateo by Customer in connection with the Products; or (d) any content published on a Customer Site by, or with the approval of, Customer or any actions taken by Regateo at Customer's direction.
10.3 Subject to Section 10.4, neither party shall under any circumstances whatsoever be liable to the other for any: (a) loss of profits, revenues or opportunity costs; (b) loss of business or business opportunities; (c) loss or depletion of goodwill and/or similar losses or injuries; (d) loss or corruption of data or information (including Customer Data), subject to Section 5.9; (e) pure economic loss; (e) pure economic loss; (f) special, indirect, punitive or consequential loss, costs, damages, charges or expenses howsoever arising under this Agreement.
10.4 Nothing in this Agreement excludes the liability of either party for: (a) fraud, gross negligence or willful misconduct; or (b) any other liability which may not be limited or excluded by applicable law.
10.5 Subject to Section 10.4, each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with this Agreement or the performance or contemplated performance of this Agreement shall be limited to the total Fees actually paid by Customer for the Products under the Sales Order Form incorporated in this Agreement during the 12 months immediately preceding the date on which the claim arose.
11. Term and Termination
11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable)
11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other party is in material breach of this Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy and the breaching party fails to remedy that breach within thirty (30) days after receiving written notice of such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Regateo under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Regateo all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Regateo will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Regateo will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without further notice to Customer; and (e) the accrued rights of the parties as at termination, and Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of this Agreement.
12.1 Neither party shall have any liability to the other under or in connection with this Agreement if it is prevented from, or delayed in performing, its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”), including strikes, lock-outs or other industrial disputes (whether involving the workforce of either party to this Agreement or any other party), failure of a utility service or transport network, act of God, war, riot, internet interruptions, civil commotion, malicious damage, compliance with any law or governmental order, rule, change in law, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. If a Force Majeure Event prevents, hinders, or delays a party’s performance of its obligations under this Agreement for a continuous period of more than 6 months, either party may terminate this Agreement immediately on written notice to the other party.
12.2 Regateo shall be permitted to identify Customer as a Regateo Customer on its website or other marketing materials and accordingly, Customer hereby grants to Regateo the right to use and display Customer’s name, logo and/or any other identifying words or marks associated with Customer, in whole or in part, and in any media for the sole purposes of identifying Customer as a customer of Regateo.
12.3 The parties are independent contracting parties and owe no fiduciary or other duties to each other except as set forth in this Agreement and any Sales Order. Neither party has, or will hold itself out as having, any right, title or authority to incur any obligation on behalf of the other party, unless expressly authorized in writing to do so. The parties relationship in this Agreement shall not be construed as a joint venture, partnership, franchise, employment or agency relationship, or as imposing any liability upon either party that otherwise might result from such a relationship.
12.4 Customer recognizes that Regateo always seeks to innovate and find ways to improve the Products with new features and functions. Customer agrees that Regateo may therefore change the Products (i) without notice provided such changes do not materially adversely affect the nature or quality of the Products, or (ii) on written notice to Customer where such changes will materially adversely affect the nature or quality of the Products, provided that Customer shall have the right to terminate the Agreement on giving written notice to Regateo not more than one (1) month following any such change taking effect. Subject to the preceding sentence, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
12.5 Customer may submit feedback or ideas about the Products, including how to improve the Products or any other service offered by Regateo (“Feedback”). Customer acknowledges that no further consideration is payable as a result of such Feedback, and that Regateo is free (but not obligated) to use the Feedback on a non-exclusive and non-confidential basis for any business purpose, during or after the Subscription Term.
12.6 A waiver of any right under this Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
12.7 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.8 This Agreement, and any documents referred to in it, constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter (including any Customer purchase orders). Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in this Agreement. Each party represents and warrants that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings (or the failure or omission of the other party to make statements, assurances, representations or undertakings) (together “Pre-Contractual Statements”) other than what is expressly set forth in this Agreement. Each party waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, including any claim it was induced into entering into this Agreement or accepting its terms based on any Pre-Contractual Statements.
12.9 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement as a whole without such consent to an entity of good standing (other than any direct competitor of the other party) capable of complying with the rights and obligations under this Agreement succeeding to all or substantially all of such assigning party’s assets or business.
12.10 A person who is not a party to this Agreement shall not have any rights under or in connection with it. No third party beneficiaries are created by this Agreement.
12.11 All notices must be in English, in writing, addressed (a) in the case of Regateo to , and (b) in the case of Customer to the postal address or email address detailed in the Sales Order Form, or such other address as either party has notified the other in accordance with this Section. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).
12.12 If any dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”) the parties shall use all reasonable endeavors to resolve the Dispute in good faith within sixty (60) days of such Dispute arising. Unless otherwise agreed in writing, all discussions shall be conducted without prejudice to the rights of each of the parties. If the parties fail to agree upon the terms of a settlement within sixty (60) days (or such other time as the parties may agree) either party may, subject to this Section 12.12, commence arbitration. All disputes and controversies arising under or in connection with this Agreement and any Sales Order (including non-contractual disputes and claims) shall be submitted to final and binding arbitration before a single arbitration under the JAMS arbitration rules. The arbitrator will conduct such proceedings efficiently and expeditiously, and discovery will be limited to the exchange of relevant documents and names of witnesses. The arbitrator is empowered to grant preliminary relief and shall decide any disputes concerning arbitrability. The arbitrator shall conclude any arbitration hearing within 120 days of being empaneled, and shall rendered a reasoned decision within 30 days of the conclusion of the hearing. The parties’ agreement to arbitrate and any arbitral award shall be enforced under the Federal Arbitration Act and may be enforced in the federal or state courts located in New York, New York. The parties irrevocably agree and unconditionally consent to the exclusive jurisdiction and venue of said courts for such purposes. Unless this Agreement has already been terminated by the date of notice of the Dispute, and without prejudice to either party’s right to terminate under Section 11.2, Regateo shall continue to supply the Products as set forth herein and Customer shall continue to make payments in accordance with Section 6 while a Dispute is pending, and any cure period will be tolled during the pendency of a Dispute. Nothing in the foregoing shall prevent any party from seeking emergency or injunctive relief to maintain the status quo pending resolution of the parties’ Dispute. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12.13 In the event of any dispute among the parties hereto with respect to any of the terms or provisions in Section 6 (Charges and Payment) of this Agreement, the non-prevailing party shall pay or reimburse the prevailing party for all fees and expenses incurred with respect thereto, including without limitation any legal and attorney’s fees and expenses incurred by the prevailing party in connection therewith.
12.14 The Products and Additional Services Regateo makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Product or Additional Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
Regateo Privacy Shield Notice
Effective Date: February, 2020
Regateo complies with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union to the United States. Regateo has certified to the Department of Commerce that it adheres to the Privacy Shield Principles (the “Principles”). All personal data that Regateo receives from the European Economic Area ("EEA") in reliance on Privacy Shield is subject to the Principles. If there is any conflict between the terms in this Notice and the Principles, the Principles shall govern.
To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/
The types of information collected and how it is processed
Regateo collects personal data about EEA personnel that customers and their authorized users either enter into Regateo’s cloud-based product solutions (the “Products”), or provide to Regateo under an agreement for professional services (collectively, “Collected Personal Data”). Regateo acts as a data processor with respect to all Collected Personal Data.
Regateo processes Collected Personal Data to provide and support the Products. Regateo processes Collected Personal Data strictly in accordance with its customers’ instructions from time to time, and does not control or own the Collected Personal Data it processes.
Commitment to the Privacy Shield Principles
Regateo subjects to the Principles all Collected Personal Data that it receives from the EEA in reliance on the Privacy Shield. Regateo also receives some data in reliance on other compliance mechanisms, which includes data processing agreements based on the EU Standard Contractual Clauses.
Right to access
Where Regateo is a data processor, individuals who seek access or who seek to correct, amend or delete inaccurate Collected Personal Data, should contact the Regateo customer (the data controller). If the customer requests Regateo remove the Collected Personal Data to comply with data protection regulations, Regateo will respond to the customer’s request within 30 days or such shorter period as may be specified in the customer agreement.
Choices and means
Regateo retains Collected Personal Data according to the timeframes set forth in the relevant customer agreement. Individuals who would like to request that their personal data not be used for specific purposes or disclosed should contact the Regateo customer (the data controller).
Third party disclosures
As a data processor, Regateo will disclose Collected Personal Data only as instructed by the data controller or otherwise as permitted by the applicable customer agreement. Collected Personal Data may also be disclosed in the event that Regateo goes through a business transition, such as a merger, acquisition by another company or sale of all or a portion of its assets.
In addition Regateo may be required to disclose Collected Personal Data to conform to legal requirements or in response to a subpoena, court order or other governmental request. Regateo will notify the applicable data controller of any such request unless prohibited by law.
Investigation, dispute resolution and enforcement
Regateo is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission and any other statutory body empowered to enforce compliance with the Principles. Regateo also is committed to cooperating with the European Data Protection Authorities (“DPAs”).
In compliance with the Privacy Shield Principles, Regateo commits to resolve complaints about our collection or use of your personal information. Individuals in the European Union with inquiries or complaints regarding our privacy practices should first contact Regateo at: email@example.com.
If you are located in the EEA and Regateo has not been able to satisfactorily resolve your question or complaint regarding its privacy practices, you may raise your concern to the attention of your local DPA. Regateo will comply with the advice given by DPAs and take necessary steps to remedy any non-compliance with the Principles.
If you do not receive timely acknowledgment of your complaint from us, or if we have not addressed your complaint to your satisfaction, you may seek resolution via binding arbitration. Regateo is registered with JAMS as its alternative dispute resolution (“ADR”) provider based in the US. Accordingly, JAMS is the independent dispute resolution body designated by Regateo to address complaints and provide appropriate recourse without cost to the individual. Please use the JAMS complaint form found here. The services of JAMS are provided at no cost to you. As a last resort, privacy complaints that remain unresolved after pursuing these and other channels may be subject to binding arbitration before the Privacy Shield Panel as described in the Privacy Shield Agreement, Annex I, to be created jointly by the US Department of Commerce and the European Commission.
Further information about filing a claim with JAMS can be found here: https://www.jamsadr.com/eu-us-privacy-shield
For additional information about the arbitration process please visit the Privacy Shield website: www.privacyshield.gov.
Liability for onward transfers
Regateo shall ensure that a contract is in place between it and any entity that participates in an onward transfer. Any such contract will provide adequate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and will take into account the nature of data processing and assist with resolution of individuals exercising their rights under the Privacy Shield and its Principles.
If any third party processes Collected Personal Data on Regateo’s behalf in a manner inconsistent with the Principles, Regateo will be liable unless we can prove that we are not responsible for the event giving rise to the damages.
Contact us at .
The types of information collected and how it is processed
In the normal course of using the Regateo Products, Customers will collect certain data on end-users of their websites into the Regateo systems (“Collected Data”). Collected Data may include potentially personally-identifying information. Regateo shall use and access Collected Data to render the Products and deliver any associated professional services, and to respond to support issues or the Customer’s instructions from time to time.
Regateo retains Collected Data according to the timeframes set forth in the relevant agreement with its Customers.
Anonymization and aggregation
When it comes to delivering our products and services, our mission is to improve websites and empower them to deliver better products to their customers. We do this by analyzing a user’s entire journey on a website. To improve our product offering we anonymize user data collected on sites where our products and services are installed and use it – typically in an aggregated form – to determine trends relating to online user behavior, publish reports and develop features designed to enable website operators to improve their sites.
We maintain tight controls over all the data we collect, retaining it in firewalled and secured databases with strictly limited and controlled access rights, to ensure it is secure.
Right of access
An individual who wants to access, correct, amend, or delete any data held about them, should direct their query to the Regateo Customer (the data controller). If the Customer requests Regateo to remove the personal data to comply with data protection regulations, Regateo will respond to their request within 30 business days or such shorter period as may be specified in the Customer agreement.
Regateo will refer any request for disclosure of personal data by a law enforcement authority to the Customer. Regateo may, where it concludes that it is legally obligated to do so, disclose personal data to law enforcement or other government authorities. Regateo will notify Customer of such request unless prohibited by law.
Changes to this policy
Regateo has appointed a Data Privacy Officer responsible for overseeing the implementation of the privacy program at Regateo. If you have further questions related to this policy, please ask contact our customer support team or email .
Last revised on: February, 2020
These Terms set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all the provisions of these Terms, do not access and/or use the Site.
1.1 Account Creation.
In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Regateo may suspend or terminate your Account in accordance with Section 8.
1.2 Account Responsibilities.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Regateo of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Regateo cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Access to the Site
Subject to these Terms, Regateo grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use.
2.2 Certain Restrictions.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
Regateo reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Regateo will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
2.4 No Support or Maintenance.
You acknowledge and agree that Regateo will have no obligation to provide you with any support or maintenance in connection with the Site.
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Regateo or Regateo’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Regateo and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. User Content
3.1 User Content.
“User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Regateo. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Regateo is not obligated to backup any User Content, and your User Content may be deleted from the Site at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have the right to grant) to Regateo an irrevocable, nonexclusive, royalty-free and fully paid, worldwide licence to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicences of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3. Acceptable Use Policy.
The following terms constitute our “Acceptable Use Policy”:
3.4 You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
3.5 In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
If you provide Regateo with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Regateo all rights in such Feedback and agree that Regateo shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Regateo will treat any Feedback you provide to Regateo as non-confidential and non-proprietary. You agree that you will not submit to Regateo any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify Regateo (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Regateo reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Regateo. Regateo will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Third-Party Links & Ads; Other Users
5.1 Third-Party Links & Ads.
The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Regateo, and Regateo is not responsible for any Third-Party Links & Ads. Regateo provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users.
Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Regateo will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
Subject to applicable law, you hereby release and forever discharge the Regateo (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).
The Site is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Regateo (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
7. Limitation on Liability
To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, in no event shall Regateo (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Site, even if Regateo has been advised of the possibility of such damages. Access to, and use of, the Site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty euros (50 EUR). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.
The exclusions in this Section 7 shall apply to the maximum extent permitted by law, but Regateo does not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
8. Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Regateo will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 to 2.5, and Sections 3 to
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9.2 Electronic Communications.
The communications between you and Regateo use electronic means, whether you use the Site or send us emails, or whether Regateo posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Regateo in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Regateo provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
9.3 Entire Terms.
These Terms constitute the entire agreement between you and us regarding the use of the Site.
A waiver by Regateo of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Regateo and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
9.5 Headings and Interpretation.
The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
9.7 Relationship between you and us.
You confirm that you are acting on your own behalf and not for the benefit of any other person. Your relationship to Regateo is that of an independent contractor, and neither party is an agent or partner of the other.
These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Regateo’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Regateo may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
9.9 Governing Law and Jurisdiction.
These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.
9.10 Copyright/Trademark Information.
Regateo. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
9.11 Contact Information.
If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at:
Avda. General Perón 17, 1ºD. 28020 Madrid, Spain.