Terms of Service
Effective: February 23, 2019
This TERMS OF SERVICE Agreement (the "Agreement") describes rights and responsibilities when using globalregrisk.com, thcregs.com, cbdregs.com, piiregs.com, and regrisk.app (the "Service" or "GRRA"). This Agreement is a binding contract that the Customer enters into with Global Regulatory Risk Advisors, LLC ("Company", "we", "us" "our") as of the date you click "I accept" (or any similar) button when you sign up to use the Service. If you are entering this Agreement in order to use the Service with your organization's systems, then "Customer" means the organization that you represent and you should submit the organization name during the registration process. Please make sure you have the necessary authority to enter into the Agreement on behalf of such Customer before proceeding. If you did not submit an organization name on the registration page, then "Customer" means you, as an individual. You understand that by entering into this Agreement, you are agreeing to provide us with access to information owned by the entity you are entering into this Agreement on behalf of.
BY CLICKING THE "I ACCEPT" (OR ANY SIMILAR) BUTTON OR BY ACCESSING OR USING THE SERVICE, CUSTOMER OR YOU (ITS DULY AUTHORIZED REPRESENTATIVE) ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ITS TERMS. IF THE PERSON ACCEPTING THIS AGREEMENT IS AN EMPLOYEE, SUCH PERSON REPRESENTS AND WARRANTS THAT THEY ARE ACTING ON BEHALF OF AN ORGANIZATION AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
Access. Provided that Customer complies with the terms and conditions of this Agreement, we will provide the Service to Customer. In order to access the Service by organizational Customers, the employees and contractors ("Users") will set up login credentials. If Customer is an individual, then such setup will only include yourself and one (1) set of login credentials. For purposes of this Agreement, "User" refers to either a Customer employee or contractor (for Customers that are organizational entities) or to yourself as an individual, depending on how you registered for the Service. Customer will make sure that each User agrees to provide all information reasonably requested by us to confirm the identity of each User prior to such User logging into the Service. Customer's right to use and access the Service is limited to the number of Users permitted when Customer signed up to use the Service. If there are other restrictions or capacity limitations within this Agreement, or noted within the Service, Customer agrees to only use and access the Service in compliance with those restrictions and capacity limitations. Customer is responsible for: (a) ensuring that Users are aware of and bound by obligations and restrictions consistent with this Agreement; (b) ensuring the security and confidentiality of all User login credentials for the Service; (c) preventing unauthorized access to, or use of, the Service through its User's accounts; (d) all activities of Users that occur under User's accounts; and (e) notifying us promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service. Notwithstanding anything to the contrary in this Agreement, the Service including all storage of Customer Data (as defined below) by or on behalf of us, will be provided solely from within, and on computers, systems, networks and other infrastructure located in the United States and Customer is solely responsible for obtaining any necessary consents from Users if necessary for the transfer of the Customer Data into or out of the United States in order for such User to use and access the Service. Any Users using the Service outside of the United States do so completely at Customer's own risk. Customer acknowledges and agrees that the Service is a software-as-a-service offering and there are no circumstances under which Customer is entitled to receive a copy of the software underlying the Service (the "Software").
Customer Systems. Customer is responsible for purchasing, installing and maintaining any equipment or other services, such as internet service, necessary for, or useful in, accessing and using the Service ("Customer Systems"). Customer is fully responsible for maintaining the security of its Customer Systems and for all uses of its Customer Systems. We are not responsible for any outages, losses of service, losses of data, or other failures of the Service caused by the Customer Systems.
Restrictions. Customer will not, and will not permit others (including Users) to (a) modify, translate, adapt or create derivative works based on the Service or the Software, (b) reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service or the Software (except as expressly authorized under applicable statutory law), (c) rent, lease, or sublease the Service, (d) use the Service in any service bureau, timesharing or any other similar situation (e) allow more than the number of Users described above to use and access the Service, (f) remove, alter, or obscure any proprietary rights notices or branding contained within the Service, (g) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, (h) use the Service in violation of any applicable local, state, or federal law or regulation; (i) use the Service in a manner that infringes or may infringe upon any copyrights, trademarks, patents, trade secrets, or other types of intellectual property of third parties; (j) transmit offensive or threatening materials, including materials that are obscene, pornographic, defamatory, libelous, abusive, hateful, excessively violent, or otherwise inappropriate through the Service; (k) transmit fraudulent, deceptive, or misleading materials or to advance any type of financial scam through the Service; (l) transmit any materials that harass another person or entity through the Service; (m) use the Service to transmit viruses, Trojan horses, or other materials harmful to any network or equipment or other Users or third parties; or (o) use the Service in a manner that exposes or may expose Company, its customers, partners, or vendors, or any other person or entity using the Service to abuse, complaints, retaliation, connectivity issues, or other negative impact. Customer agrees that we have no obligation to monitor Customer's use of the Service, but we may do so to ensure Customer's compliance with this Agreement, or to comply with any law, order, or requirement of any court or government authority in any country. We reserve the right to immediately suspend, terminate or otherwise deny Customer or any User's access to or use of all or any part of the Services, without liability, if: (x) we receive a judicial or other governmental demand or order, subpoena or law enforcement request that requires us to do so; or (y) we believes that: (i) Customer or any User has failed to comply with this Section or any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; or (ii) this Agreement expires or is terminated. Our Service is not intended for and may not be used by individuals under 13 years of age. By registering for a GRRA account, you promise that you are at least 13 years of age.
Customer Data. Customer may share, synchronize, upload, and store information and data in connection with its use of the Service ("Customer Data"). Such Customer Data may include messages sent by or to Users or information regarding the User's activities as employees of Customer (e.g. appointments with vendors or prospective customers, or correspondence with a co-worker and associated emails or contact information), or data related to the User as an individual (e.g. doctor appointments, or correspondence or appointments with friends and family). We will not use or process Customer Data for any purpose without Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by Users and any processing related to such use or otherwise necessary for providing the Service. Customer grants Company a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, copy, store and display Customer Data for the purpose of and in conjunction with providing the Service. Customer represents and warrants that it owns or has the necessary permissions, rights, and consents to use and authorize the use of Customer Data, (a) by Customer for the purpose of receiving the Service, and (b) by us for the purpose of operating and providing the Service. Customer acknowledges and agrees that (except as expressly stated in this Agreement) we are not responsible for Customer Data, that Customer is solely responsible for maintaining adequate back-ups of Customer Data, and that Customer assumes all risk associated with Customer Data and the transmission of Customer Data. Customer also acknowledges and agrees that Customer is completely responsible for the accuracy, quality, integrity, legality, and reliability of the Customer Data. Customer understands and agrees and will make sure that Users understand and agree that certain Customer Data may be shared with third parties by Users (e.g. a shared calendar invite or emails) and that while Customer or Users may delete certain Customer Data on their own systems, such Customer Data will not be deleted for persons with whom the Customer Data was shared. The permissions granted by you in this Section includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. Last, Customer is the only party that may provide us with instructions on what to do with Customer Data.
Service Data. As part of providing the Service, we collect certain usage information that results from Customer's use of the Service and we also may derive certain information from use of the Customer Data ("Service Data"). Service Data does not include any personal, identifying information of the Customer or its Users. Notwithstanding anything else to the contrary, we will retain all right, title and interest in and to the Service Data.
Support. We will use commercially reasonable efforts to provide basic technical support services for the Service ("Support Services"). Customer acknowledges and agrees that access to the Service may require upgrades to the Software, which we will install as part of the Support Services as such upgrades become available.
Customer's Ownership. As between the parties, Customer owns all right, title, and interest in and to the Customer Data.
Service Ownership. We own all right, title, and interest in and to the Service and the Software and all updates, upgrades, fixes thereto and derivative works thereof and all intellectual property rights therein. We also owns all right, title, and interest in and to our Confidential Information and any results, materials, code or anything produced by us as part of the Support Services. Customer acknowledges and agrees that (a) the Service and the Software are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) we retain all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Service and the Software and any and all related or underlying technology, and any derivative works or modifications of any of the foregoing, (c) there are no implied licenses under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by us, and (d) the Service is licensed and not sold.
Term and Termination.
Term. Unless earlier terminated by either party pursuant to this Agreement, this Agreement is for the initial term of one (1) year ("Initial Term"). On the anniversary of the start date of the Initial Term, this Agreement will automatically renew for additional, successive periods of one (1) month (each a "Renewal Term"), unless either party provides written notice of non-renewal at least ten (10) days prior to the end of the then-current term. The Initial Term together with any Renewal Terms will be the "Term."
Termination. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days' (ten (10) days in the event of non-payment) of receipt of written notice of such breach. We may terminate this Agreement at any time and for any reason upon thirty (30) days prior, written notice (which may be sent by email) to Customer.
Effect of Termination. Upon any termination of this Agreement, Customer will cease all use of the Service. If requested, we will delete your GRRA account and this means we will stop displaying your Customer Data (other than Customer Data that has been transmitted to other users and/or made public), but you understand and agree that it may not be possible to completely delete that content from our records, and that your Customer Data may remain viewable elsewhere to the extent that it was copied or stored by other users. In addition, Customer Data that is sent to other users (such as emails or calendar notes) may be retained by the recipient users.
The rights and obligations set forth in Sections 2, 4, 6, 7, 8 and 10 - 12 will survive any termination of this Agreement.
Exceptions. The Disclosing Party agrees that the foregoing obligations will not apply with respect to any information that the Recipient can document (i)is or becomes generally available to the public through no fault of the Recipient, or (ii)was rightfully in its possession or known by it prior to receipt from the Discloser, or (iii)was disclosed to it without restriction by a third party, or (iv)was independently developed without use of or reference to any Confidential Information of the Disclosing Party (except for patentable subject matter, which will not be subject to this exception).
Obligations. The Recipient agrees to (a) hold the Disclosing Party's Confidential Information in strict confidence and not disclose such Confidential Information to any third party without the prior written consent of a duly authorized representative of the Disclosing Party, and (b) use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Recipient also agrees that Confidential Information will be disseminated only to those employees, officers, directors, consultants, and contractors with a clear and well-defined "need to know" purpose who are informed of and bound by the obligations of this Agreement or another agreement with terms just as protective of the Disclosing Party as the terms of this Agreement.
Feedback. From time to time, Customer may provide us with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service ("Feedback"). Customer understands and agrees that Feedback is not considered Customer's Confidential Information and our receipt of Feedback will not impose any confidentiality obligations on us. Customer agrees that we are free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind.
Data Security. The security of Customer Data is important to us. As such, we agree to maintain appropriate security measures to safeguard the security of Customer Data. We also agree to maintain an information security and risk management program to preserve the confidentiality, integrity and accessibility of Customer Data with administrative, technical and physical measures conforming to generally recognized industry standards applicable in the United States.
Warranty and Warranty Disclaimer. THE SERVICE AND THE SOFTWARE IS PROVIDED "AS IS;" AND COMPANY MAKES NO WARRANTIES FOR THE SOFTWARE OR SERVICE, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTIES OF TITLE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE, SOFTWARE OR DOCUMENTATION WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE.
Indemnification. Customer agrees to defend, indemnify and hold Company and its employees, directors, officers, agents, affiliates, and contractors harmless any third party claim, action, suit, demand, or other liability of any kind brought against Company to the extent based on (a) any claims brought against Company by Users, or (b) any allegation that any data or information provided by Customer to Company violates the rights of any party.
Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORIES (I) FOR ANY DAMAGES IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID TO COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY, OR (II) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (III) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, OR (IV) FOR LOSS OR CORRUPTION OF DATA, INTERRUPTION OF USE, OR LOST PROFITS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE EFFICACY OF THE SERVICE FOR CUSTOMER'S USE DEPENDS ON THE QUALITY AND COMPLETENESS OF THE CUSTOMER DATA.
General Terms. A delay by either party in the performance of its obligations under the Agreement will not be deemed a default of the Agreement to the extent that the delay is attributable to a Force Majeure Event and could not have been prevented by the non-performing party taking reasonable precautions. For the purposes of this Agreement, "Force Majeure Event" means an act of war or terrorism, a riot, civil disorder, or rebellion, a fire, flood, earthquake, or similar act of God or a strike, lockout or similar labor dispute, or electrical, internet or telecommunications outage that is beyond the reasonable control of the affected party. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law principle (whether of the State of California or any other jurisdiction). Any legal claim, suit, action or proceeding arising out of this Agreement (including its breach) will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of San Francisco, California. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. The failure of either party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable, but will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except where otherwise stated in this Agreement, notices to be given or submitted by either party to other pursuant to this Agreement will be in writing and will be deemed to have been given (i) when delivered by hand (with written confirmation of receipt), or (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. Customer agrees that we may use the name or logo of Customer to reference Customer as a customer of ours either on our promotional materials or website and grants us a license to do the same. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. We reserve the right to alter the terms of this Agreement at any time. If the alterations constitute a material change to the Agreement, we will notify Customer via email or by notifying Customer through the Service. What constitutes a "material change" will be determined at our sole discretion, in good faith and using common sense and reasonable judgment but will only include those changes that materially affect Customer's use of the Services or Customer's rights under this Agreement. Notice will be considered to have been delivered once sent. Any use of the Services after alteration of the Agreement will constitute acceptance by Customer of such changes. If Customer does not agree with the altered agreement, Customer must immediately cease using and accessing the Service and contact us. No joint venture, partnership, employment, or agency relationship exists between us and Customer as a result of the Agreement or use of the Service. Customer may not transfer or assign this Agreement without our prior written consent of; any attempt to do so will be null and void. We may transfer or assign this Agreement or any of its rights or obligations hereunder at any time, in its sole discretion. The headings and section titles in this Agreement are for convenience only and will not be considered a part of or be deemed to affect the construction or interpretation of, any provision of this Agreement.