Last Updated: January 26, 2017
By accessing Regendus, you agree to the Regendus Terms of Service Agreement (“Agreement”).
This Agreement takes effect when you log-in to Regendus using the log-in credentials provided by this email notification (the “Effective Date”). You represent that you are lawfully able to enter into this Agreement and perform the obligations thereunder. If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent that you have legal authority to bind such entity.
If you do not agree to these terms, you must not access Regendus nor are you permitted to use, or share, the log-in credentials provided to you via email.
N&C, Inc. and its related entities (hereinafter, as appropriate, “us,” “we” or “our”) are providers of the REGENDUS software application (hereinafter “REGENDUS™”) – a Regulatory Intelligence Platform — and the REGENDUS website (“Site”), collectively, the “Services”.
WE MAY CHANGE OR MODIFY THESE TERMS AT ANY TIME AND IN OUR SOLE DISCRETION. UNLESS WE MAKE A CHANGE FOR LEGAL OR ADMINISTRATIVE REASONS, WE WILL PROVIDE NOTICE OF SUCH CHANGES, SUCH AS BY SENDING A NOTIFICATION, POSTING A NOTICE ON OUR WEBSITE OR UPDATING THE “LAST UPDATED” DATE ABOVE. YOUR CONTINUED USE OF ANY OF THE SERVICES WILL CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS. WE ENCOURAGE YOU TO FREQUENTLY REVIEW THE TERMS TO ENSURE YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO THE AMENDED TERMS, YOU MUST STOP USING THE SERVICES.
Please note: There may be times when we offer a special product or feature that has its own terms and conditions that apply in addition to these Terms. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms.
In addition to the other responsibilities, rules and provisions outlined in these Terms, you represent and agree, by using any of the Services, that you:
Are at least 13 years old;
Are solely responsible for your use of the Services, and for any consequences thereof;
Shall not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices of incorporated in or accompanying any product or feature of the Services;
You have the legal right and capacity to enter into these Terms in your jurisdiction.
In addition to the other restrictions outlined in these Terms, you agree that you will not:
Interfering with the proper working of the Site;
Copy, distribute, imitate, or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”;
Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
Uploading invalid data, viruses, worms, or other software agents through the Site;
Collect or harvest any personally identifiable information, including account names, from the Site;
Using the Site for any commercial solicitation purposes;
Access any content on the Site through any technology or means other than those provided or authorized by the Site;
Bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
Use any of the Services for any illegal or unauthorized purpose;
Change modify, adapt or alter any of the Services or change, modify or alter another website so as to falsely imply that it is associated with the Services or us;
Send, create or submit unwanted emails, comments, likes or other forms of commercial or harassing communications (known as “spam”) to any users of the Services;
Use domain names or web URLs in your username without prior written consent from us;
Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
Interfere or disrupt the Services or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. Specifically, you shall not inject content or code or otherwise alter or interfere with the way any page on our website is rendered or displayed in a user’s browser or device;
Access the Services, create accounts or extract data using unauthorized means, including by not limited to, by using a robot, spider, crawler, scraper or other automated means or interface not provided by us;
Compromise the security of the Services or user information;
Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services;
Attempt to circumvent any content filtering techniques we employ, or attempt to access areas/features of the Services that you are not authorized to access;
Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any product, services, brand or entity without our express written consent to do so; or
Develop any third-party applications that interact with the Services without our prior written consent.
You understand the Internet may be subject to breaches of security and that the submission of content or other information to our Site may not be secure.
Except for persons duly authorized to create accounts on behalf of their employers and/or clients, you agree you will not sell, transfer, license or assign or allow others to use your account user name, password, list of followers or any other account registration information or account rights.
All account registration information you provide to us must at all times be true, accurate, current and complete. You agree to update your information as and when necessary for all of your account registration information to be true, accurate, current and complete.
You are responsible for making sure that you keep your password secure and safe. You agree that you will not share your password with others or do anything that might jeopardize the security of your account. You agree to be held responsible by us and others if you fail to maintain the security of your account.
REGENDUS CONTENT & INTELLECTUAL PROPERTY:
The design of the Site along with all content therein, and the REGENDUS™ name and logo, and related additional marks (collectively, “Marks”) we own and use in connection with the Services (“Regendus Content”) are our sole exclusive property, with all rights reserved. The Marks may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all custom graphics, button icons, page headers, and scripts are our exclusive service marks, trademarks and/or trade dress, and such items may not be copied, imitated or used, in whole or in part, without our prior written permission.
You are hereby granted a limited, nonexclusive, non-sub licensable license to access and use the Services and REGENDUS Content solely as needed to use the Services in strict accordance with these Terms. This license is revocable at any time for any reason whatsoever. Except as otherwise specifically provided in these Terms, this license does not include any right to:
Distribute, publicly perform or display any REGENDUS Content;
Modify or otherwise make any derivative uses of the Services or REGENDUS Content, or any portion thereof, except as expressly provided for in a separate Service Agreement to which you are a party. For the purposes of this paragraph 2b “derivative use” shall include, but not be limited to, the resale of Regendus Content to third parties, the use of Regendus Content in providing consulting services to third parties, or any other similar commercial activity;
Use any scraping, data mining, robots, or similar data gathering or extraction methods;
Access the REGENDUS API with an unauthorized or third-party account; and
Using any of the Services or REGENDUS Content other than for their intended purposes as expressly stated in these Terms, except for uses expressly provided for in a separate Service Agreement to which you are a party.
OUR RIGHTS AND POLICIES:
We reserve the right to:
Modify or terminate your account and/or your access to the Services for any reason, without notice, at any time, and without liability to you. You do have the ability to terminate your account at any time. Upon account termination (either by us or you), all licenses and other rights granted to you in these Terms will immediately cease;
Modify or discontinue, temporarily, or permanently, the Services or any features or portions thereof without prior notice. We will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof. Although it is our intention for the Services to be available as much as possible, there will be occasions when some or all of the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment; and
Integrate paid services, sponsored content, and/or commercial communications as part of the Services.
Throughout your use of the Services, you may encounter links that direct you from the Services, whether they are communications you receive the Services or on the Services themselves. These links may direct you to third party websites.
The Services also includes third party content that we do not control, maintain or endorse. Functionality of the Services may permit interactions with a third party website or features.
We do not control any Content on these third party websites or the web sites themselves.
By using the Services, you acknowledge and agree we are in no way responsible or liable for any such third party services or features.
Your correspondence and business dealings with third parties found through the Services are solely between you and the third party.
DISCLAIMERS; LIABILITY LIMITS:
NO WARRANTIES: YOU AGREE YOUR USE OF AND ACCESS TO ALL OR ANY PART OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NOTWITHSTANDING ANYTHING CONTRARY HEREIN, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE AVAILABILITY OR USE OF THE SERVICES OR THAT YOUR USE WILL BE ERROR-FREE OR UNINTERRUPTED. WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT AND/OR USE OF THE SERVICES. WE ARE NOT LIABLE IF IT IS UNABLE TO PROVIDE THE SERVICES (OR ANY PART THEREOF), INCLUDING WITHOUT LIMITATION DUE TO, DIRECTLY OR INDIRECTLY: (a) THE FAILURE OF ANY MERCHANT TO SATISFY ANY COMPLAINTS, AGREE TO ACCEPT RETURN OF ANY GOODS, REFUND ANY AMOUNTS PAID OR OTHERWISE COMPLY WITH THESE TERMS, (b) THE FAILURE OF ANY PART OF THE SERVICES, ANY WIRELESS CARRIER, TELECOMMUNICATIONS OR ELECTRICAL FAILURE, (c) ANY INDUSTRIAL OR LABOR DISPUTE, WAR, FLOOD, EXPLOSION, ACT OF GOD OR ANY OTHER EVENT BEYOND N&C’S REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS REGARDING THE PERIOD OF TIME WITHIN WHICH WE WILL BE ABLE TO PRESERVE YOUR CONTENT.
IN NO EVENT SHALL ANY OF THE N&C PARTIES (AS DEFINED BELOW) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OR GOODWILL OR LOSS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE DISCLAIMERS AND LIMITATIONS OF OUR LIABILITY SET FORTH IN THIS AGREEMENT INCLUDE, WITHOUT LIMITATION, DAMAGES FOR, ARISING OUT, OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, ANY BREACH OF THESE TERMS OR ANY CLAIM BY YOU OR ANY THIRD PARTY. IN ANY CASE, OUR SOLE LIABILITY TO YOU IS LIMITED TO THE LESSER OF ANY FEES ACTUALLY RECEIVED FROM YOU BY US DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR $5.00. THE PROVISIONS HEREOF ALLOCATE THE RISKS BETWEEN US AND YOU. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST US WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS/DISCLAIMERS MAY NOT APPLY TO YOU.
You agree to indemnify us and hold harmless our company and its officers, directors, suppliers, service providers, agents and employees and those of our respective affiliates (collectively, the “N&C Parties”) from any loss, liability, damages, fees, costs, claims, penalties or demands including reasonable fees of attorneys and other professionals, and any interest thereon, whether or not brought to suit, due to, arising out of or related to your use of the Services. Your indemnification of N&C Parties includes, without limitation, third party claims of any nature or sort, any infringement, injury, damage, loss or harm (whether to you or any third party) arising out of or related to your use of the Services and/or your breach of these Terms.
These Terms are governed by the laws of the state of Delaware. Any claim between you and us arising out of or related to these Terms and/or the Services shall be resolved exclusively within the federal and state courts located in Wilmington, Delaware U.S.A and you waive any jurisdictional venue or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek equitable relief in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized disclosure or infringement of its intellectual property rights. YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE RELATING TO US, THE SERVICES AND/OR THESE TERMS.
You may not assign your rights or obligations hereunder without our prior written consent. These Terms (including all other documents referenced herein) represent the entire agreement between you and us, which may only be amended as described herein. If any part of these Terms are found invalid, the balance of these Terms shall remain enforceable; provided however that the Services shall not be offered where prohibited by law. The provisions addressing our proprietary rights, disclaimers and limitations of liability, indemnity and this Miscellaneous Section shall survive expiration or termination of your Account. The failure to enforce any of these Terms on any occasion shall not prevent enforcement on any other occasion or the enforcement of any other Term hereof. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only.
If you have any questions about us or any of the Services, please email us at either firstname.lastname@example.org (for service-related inquiries) or email@example.com (for legal or compliance-related inquiries).