BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE “AGREEMENT”), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN REAZON SYSTEMS, INC. (“OUR”, “US”, “WE”, THE “COMPANY” OR “REAZON “), AND You (“YOU”, “YOUR” OR “YOURSELF”) WHICH GOVERNS YOUR USE OF RCampus. YOUR USE OF THE SERVICE (AS DEFINED BELOW) IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE SERVICES IN ANY MANNER (AS APPLICABLE) (I) YOU OR THE ENTITY THAT YOU REPRESENT (“YOU”, “YOUR”, OR “CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THESE TERMS OF SERVICE (TOGETHER WITH ANY ADDITIONAL TERMS ON SUCH ORDER FORM, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS, AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER.
1. REAZON Service
A. You are granted a nonexclusive right during the Term (as defined below) to use the REAZON Service (the “Service”) subject to the terms, conditions and restrictions set forth in this Agreement and any other restrictions stipulated to You by us in writing.
B. You agree to pay for the Service in accordance with our service fees, as further set forth below.
C. REAZON uses a 3rd party service named Stripe to store a protected copy of Your credit card numbers. This billing data belongs to You and by utilizing the Service, You grant REAZON a license to use this data for the purposes of fulfilling our Service obligations to You and REAZON shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards.
D. Upon any termination or expiration of this Agreement or Your REAZON account, all Reazon services will immediately terminate and Your use of the Service shall immediately terminate. You acknowledge and agree that (i) You are solely responsible for exporting a copy of Your billing data prior to any such termination or expiration, and (ii) if You require access to such data following any such termination or expiration, You may be required to pay professional service fees to REAZON to retrieve such data. You also acknowledge and agree to pay any accrued charges billed by Stripe at the end of Your billing cycle.
2. Term and Termination
The term of this Agreement (the “Term”) shall commence as of the date You first register for, access or use of the Service, and shall continue until terminated as set forth below. You may terminate this Agreement at any time by notifying REAZON that You wish to terminate Your account. REAZON may terminate this Agreement at any time, for any reason or no reason (including, without limitation, for Your breach of this Agreement, violation of applicable law, or violation of card association rules or regulations). Upon any termination of this Agreement, any amounts owed to REAZON which accrued prior to such termination will become due and payable.
3. Modifications to Agreement or Service
A. REAZON reserves the right to amend or modify this Agreement at any time. If You use the Services in any way after a change to this Agreement is effective, that means You agree to all of the changes.
B. REAZON may change, suspend, or discontinue all or any part of the Service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and REAZON shall not be responsible to You or others for any such interruptions, errors or problems or an outright discontinuance of the Service. REAZON has no obligation to continue producing or releasing new versions of the Service.
4. Service Implementation, Registration and Payment Terms.
A. You agree to provide us with current, complete and accurate registration information as prompted by the Service registration process and to maintain and properly update such information (“Registration Data”). Once You subscribe to the Service, You shall receive a unique user ID and password in connection with Your account (collectively referred to herein as “IDs”). You agree that You will not allow another person to use Your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of Your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of Your failure to do so. We are not liable for any harm caused by or related to the theft of Your IDs, Your disclosure of Your IDs, or Your authorization to allow another person to access and use the Service using Your IDs. Furthermore, You are solely and entirely responsible for any and all activities that occur under Your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of Your account or any other breach of security known to You. You acknowledge that the complete privacy of Your data and messages transmitted while using the Service cannot be guaranteed.
B. REAZON is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by You or Your customers that are deceptive, fraudulent or otherwise invalid (“Fraudulent Actions”). By using the Service, You hereby release REAZON from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify REAZON of any Fraudulent Actions which may affect the Service. REAZON reserves the right, in its sole discretion, to terminate Your account if You engage in, or permit any other user or customer to engage in Fraudulent Actions.
5. Service Use and Limitations.
A. We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
B. We will be sending information to Your payment gateway service provider; however, we make no representation as to the availability of Your payment gateway service provider and are not responsible for any downtime or system outage of Your payment gateway service provider (Stripe).
C. REAZON provides an internet-based learning management system. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for You. Accordingly, You agree that we will not be responsible or liable for any amounts related to any credit-card or payment transaction.
D. You represent, warrant and agree that You will only use the Service in compliance with all applicable laws and regulations, and that You will not use the Service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity).
6. Third Party Products & Services
The Service may incorporate software, components and other intellectual property licensed from third party licensors. You agrees to comply with the applicable terms of any REAZON third party license of which You has been notified by REAZON.
7. Proprietary Rights
A. The Service contains content and technology of REAZON that is protected by copyright, trademark, patent, trade secret and other laws. As between the parties, REAZON owns all intellectual property and other proprietary rights to the Service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (collectively, the “REAZON Property”). You may not: (i) copy, modify, or reverse engineer any part of the Service or any REAZON Property (except to the extent such restriction is prohibited by applicable law); (ii) rent, sell, lease, distribute, provide on a service bureau basis, or otherwise use the Service for the benefit of any third party; or (iii) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof.
B. Subject to the terms and conditions hereof, REAZON hereby grants You a limited, revocable, nonsublicensable license to display the REAZON Property (excluding any software code) solely for the purposes of delivering the Service to Your customers. Notwithstanding such permitted uses and license, You acknowledge that all derivative designs and artwork which utilize the Service’s logo or other REAZON Property (collectively, “Derivative Works”) are the sole property of REAZON. No other rights are granted to You with respect to the REAZON Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
C. Any text, images, or other audiovisual information posted on the Service by a user (collectively, “User Content”) shall belong to the user that posted such User Content. You may use any User Content posted by You in any other way without restriction. You may only use User Content posted by others in the ways described in this Agreement.
D. When You post User Content on the Service, You agree that REAZON may use and make available such User Content, solely as reasonably necessary to provide the Service to You. By posting User Content to the Service, You hereby represent and warrant that You have the right to post that User Content and to grant the foregoing rights to REAZON. In addition, You agree that REAZON may use Your name and logo to identify You as a REAZON customer on its website or in other sales or marketing materials (provided that REAZON will not issue any press release regarding Your use of the Service without Your prior consent).
E. REAZON reserves the right to remove any content (including, without limitation, User Content) from the service, at its sole discretion.
F. REAZON respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others’ rights.
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REAZON AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
REAZON MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU UNDERSTAND THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER REAZON’S CONTROL (SUCH AS A THIRD PARTY SERVERS). REAZON MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REAZON OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
You agree to hold harmless, indemnify and defend REAZON, its officers, directors and employees (the “REAZON Indemnitees”), from and against any losses, damages, fines and expenses (including reasonable attorneys fees and costs) arising out of or relating to any claims against the REAZON Indemnitees in connection with (x) Your services, products, materials, data, information, and Content, (y) Your operation of the Service in violation of any third party’s intellectual property rights or other rights or in violation of any law, or (z) Your breach of this Agreement.
10. Limitation of Liability
EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR (I) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY AMOUNTS IN EXCESS (IN THE AGGREGATE) OF THE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. 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 MAY NOT APPLY TO YOU.
B. REAZON may assign these Terms of Service in whole or part at any time.
C. Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such party’s assets, business or equity interests relating to this Agreement (whether affected by merger, acquisition, sale of assets, change of control, or otherwise). REAZON may subcontract its obligations hereunder (provided that REAZON shall at all times remain fully responsible for the performance of any subcontractor).
D. This Agreement and the relationship between You and REAZON shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and REAZON agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Orange, California.
E. The provisions of this Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
Any failure of REAZON to enforce or exercise a right provided in these terms is not a waiver of that right.
F. Should any provision of these terms be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.