Master Legal Agreements

Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between Reekoh Pty Ltd. (“Reekoh”), a provider of integration platforms and tools, having its office at Level 7, 217 George Street, Brisbane QLD 4000 Australia (“Service Provider”) and the product user (“Customer”).

Neither Customer nor Reekoh may assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other, except pursuant to a merger, acquisition, or other change of control.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

User Agreement and Terms of Use

1. Licenses from Reekoh

Subject to the terms of this Agreement, Reekoh grants to Customer during the Subscription Term of the applicable Order Form, the non-transferable, non-exclusive right to permit those individuals authorized by Customer or on Customer’s behalf (“Users”) to use the Reekoh Service and any material developed by Reekoh or its third-party suppliers (“Third Party Providers”), delivered to Customer in the course of performing Services (“Reekoh Materials”) to be used exclusively for Customer’s sole internal business operations. The rights granted to Customer in this Agreement are subject to the following terms and conditions:

1. The maximum number of Reekoh Service Users that Customer is authorized to grant access to shall not exceed the number of User licenses that Customer have purchased, as evidenced in the Order Form;
2. User licenses cannot be shared or used by more than one individual User;
Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Reekoh Service or the Reekoh Materials available, to any third party other than an authorized user, unless Customer is an authorized Reekoh MSP Alliance Partner under which the terms of the MSP Agreement will apply;
3. Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Reekoh Service or Reekoh Materials, or access or use the Reekoh Service or Reekoh Materials to build a similar or competitive product or service;
4. Except as expressly stated herein, no part of the Reekoh Service or Reekoh Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
5. Customer shall not disclose any review of the Reekoh Service, including but not limited to, the results of any performance tests, to any third party without Reekoh’s prior written approval;
6. Customer agrees to exercise every reasonable effort to prevent unauthorized third parties from accessing the Reekoh Service; and
7. Customer acknowledges and agrees that Reekoh or its Third-Party Providers, as may be applicable, shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Reekoh Service and the Reekoh Materials, including any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Reekoh Service or the Reekoh Materials.

2. Customer Data

Reekoh will treat all data divulged or shared by Customer (“Customer Data”) while using the Reekoh Services as confidential in accordance with Section 11. In addition, Customer acknowledges and agrees that it has the obligation to inform third parties of the use, processing of Customer Data and to ensure that such third parties have given their consent to such use, processing as required by all applicable data protection legislation. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data.

Reekoh’s practices concerning the privacy of Customer Data about the Reekoh Service is set forth in The Reekoh Privacy Policy.

3. Billing and Payment Terms

Unless otherwise indicated in the Order Form, all invoices for Licenses, Support and Services, including any corresponding expenses, shall be issued annually in advance from Reekoh’s office in Australia in Australian Dollars (AUD) and must be paid within thirty (30) days from date thereof. Failure to pay any undisputed invoice in accordance with its terms will entitle Reekoh to an interest charge at the rate of the lesser of one and one half percent (1.5%) per month or the maximum allowed by law, applied each month to the prior months’ unpaid charges, in addition to any other costs associated with the collection thereof. Reekoh’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of the same, even if such amounts are not listed in the Order Form. All fees for additional users for the Reekoh Service set forth in the initial Order Form (“Additional Subscriptions”) will be billed in whole month increments, including Additional Subscriptions implemented in the middle of an existing subscription month. Additional Subscriptions shall expire at the end of the Subscription Term set forth in the initial Order Form issued by Reekoh. Except as otherwise provided in an Order Form issued by Reekoh, Reekoh Service subscriptions may be renewed under Reekoh’s then-current applicable policies and terms, subject to Reekoh’s acceptance and Customer’s payment of fees for such subscriptions.

Reekoh reserves the right to adjust the payment terms hereunder should Customer’s financial condition materially change.

Reekoh can accept payments via credit card transaction using Visa or MasterCard, but shall incur an additional three percent (3%) credit card processing fee. Reekoh can also accept payments via wire transfer to the relevant account, with remittance information to be supplied by Reekoh at the time of invoicing. However, Customer shall be responsible for any fee related to the wire transfer imposed by Reekoh’s bank or their own bank.

Customer will provide Reekoh with valid and approved purchase order information, and complete and accurate billing and contact information.

Reekoh’s suspension of the Reekoh Service based on Customer’s failure to make payment shall not excuse Customer from its obligation to make payment(s).

4. Term and Termination

The Reekoh Service, other product or services shall commence and continue for such period stated in the Order Form (“Subscription Term”). In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the Order Form for cause if such breach has not been cured within thirty (30) days of written notice from the non-breaching party specifying the breach in detail, provided however, that if Reekoh is the non-breaching party, Reekoh may immediately suspend Customer password, account, and access to or use of the Reekoh Service during such cure period. Upon any termination of the Order Form, Customer’s right to access and use the Reekoh Service and the Services and Materials specified in the Order Form shall terminate. Upon Customer’s request, within thirty (30) days of termination of the Order Form, provided Customer is not in breach of the Agreement or such Order Form, Reekoh may permit Customer to access the Reekoh Service but only for purposes of retrieving Customer Data in Reekoh’s possession. Customer agrees and acknowledges that Reekoh has no obligation to retain Customer Data and that it may be irretrievably deleted after thirty (30) days following the termination of the Order Form, or if Customer account is thirty (30) days or more past due. The following provisions shall survive any termination of this Agreement: Section 4, 8, 9, 11, 14 and 20.

5. Third Party Web Sites

If Customer enters into correspondence with, purchases goods or services from, or participate in promotions of advertisers or sponsors other than Reekoh through the Reekoh Service, any such activity, and any terms, conditions, warranties or representations associated with such activity, is governed solely by the terms between Customer and the applicable third party. Reekoh shall have no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third party web sites or any transactions completed with third parties. Reekoh may provide such links only for convenience, and the inclusion of any link does not imply endorsement by Reekoh of the linked website, notwithstanding the inclusion on such site of the trademarks of Reekoh or its Third Party Providers.

6. Customer Care Services

Reekoh and Customer shall comply with Reekoh’s then-current Customer Care Services Policy.

Reekoh shall have the right to modify the Customer Care Services Policy at any time in its sole discretion.

7. Representations, Warranties and Exclusive Remedy

Each party represents and warrants that it has the power and authority to enter into this Agreement. Reekoh warrants that (a) the Reekoh Service will perform substantially in accordance with its online documentation under normal use, and (b) the Services will be provided in a manner consistent with generally accepted industry standards. Customer must notify Reekoh of any warranty deficiencies within thirty (30) days from performance of the relevant Services in order to receive warranty remedies. For any breach of the express warranty for Services as set forth above, Customer’s exclusive remedy shall be the re-performance of the deficient Services. Otherwise, or if Reekoh is unable to do so, Reekoh shall be liable to refund ten percent (10%) of the fees of the applicable Order Form under which the liability arises for such deficient Services.

8. Disclaimer of Warranties

Except for the express warranties set forth in Section 7, Reekoh and its third-party providers hereby disclaim all express or implied representations, warranties, guaranties, and conditions regarding the Reekoh Service and Reekoh Materials, including but not limited to, any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and quality of service. Reekoh and its third-party providers make no representations or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness, or the results Customer may obtain by using the Reekoh Service and Reekoh Materials.

Without limiting the generality of the foregoing, Reekoh and its third-party providers do not represent or warrant that:

1. The operation or use of the Reekoh Service or Reekoh Materials will be timely, secure, uninterrupted or error-free;
2. The quality of any products, services, information, or other materials purchased or obtained through the Reekoh Service will meet Customer’s requirements; or
3. The Reekoh Service, Reekoh Materials, or the systems that make the service available are free of viruses or other harmful components.

Customer acknowledges that neither Reekoh nor its third-party providers controls the transfer of data over communications facilities, including the internet, and that the Reekoh Service and on-demand materials may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Reekoh is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by Reekoh, the Reekoh Service, the services, and the Reekoh Materials are provided to Customer on an “as is” basis.

9. Limitation of Liability

Despite anything to the contrary, to the maximum extent permitted by law, Reekoh will have no iability, and Customer waives and releases Reekoh from and against, all liability arising from or in connection with any:

1. loss of, or damage to, any property or any injury to or loss to any person;
2. failure or delay in providing the Services;
3. breach of this Agreement or any Laws; or
4. unavailability, outage or interruption of the Reekoh Services where caused or contributed to by any:
   • force majeure event;
   • a fault, defect, error or omission in Customer’s computing environment or data; or
   • any act or omission of Customer or Customer’s related parties, personnel or any third party (including customers, end users, suppliers, providers or subcontractors),
   • and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.

In no event shall either party or the third party providers be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages for loss of data, revenue, profits (excluding fees under this Agreement), use or other economic advantage, arising out of, or in any way connected with this Agreement, including but not limited to the use or inability to use the Reekoh Service, regardless of cause, whether in an action in contract, tort, negligence or otherwise, even if the party from which damages are being sought or the third-party provider have been previously advised of the possibility of such damages.

In no event shall the aggregate liability of Reekoh and the third-party providers exceed the total amounts actually paid to Reekoh for the Reekoh Service and Reekoh Materials under this Agreement in the twelve (12) month period immediately preceding the event giving rise to such claim or liability. If such liability results from Customer’s use of a particular portion of the Reekoh Service or Reekoh Materials under this Agreement, such liability shall be limited to the fees paid to Reekoh for the deficient portion of such Service or Materials giving rise to the liability. The limitation of Reekoh’s liability set forth in the prior sentence shall not apply to Reekoh’s indemnity obligations set forth in Section 10 below.

10. Indemnities

Claims made against either Customer or Reekoh (“Recipient” which may refer to Customer or Reekoh depending upon which party received the Material), on the ground that any information, design, specification, instruction, software, data, or material (“Materials”) furnished by either Customer or Reekoh (“Provider” which may refer to Customer or Reekoh depending on which party provided the Material) and used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient does the following:

1. Notifies the Provider promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);
2. Gives the Provider sole control of the defense and all settlement negotiations;
3. Gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

If the Provider believes or it is determined that any of the Material may have violated someone else’s intellectual property rights, Provider may choose to either modify the Material to be non-infringing while substantially preserving its utility or functionality, or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid for it, including any unused, prepaid fees Customer may have paid applicable to the terminated license or service. If Customer is the Provider and such return materially affects Reekoh’s ability to meet its obligations under the relevant Order Form, then Reekoh may, at its option and upon thirty (30) days prior written notice, terminate the Order Form. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation, or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. Neither will Provider indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider.

Reekoh will not indemnify Customer to the extent that an infringement claim is based upon the combination of any Reekoh Materials or Services with any product or service not provided by Reekoh; where the Reekoh Services or Reekoh Materials are not used in accordance with this Agreement; or where the Reekoh Materials or Reekoh Serivces have been modified, altered, amended or any any way varied by Customer.

This section provides for the parties’ exclusive remedy for any infringement claim or damage.

11. Confidential Information

Any Confidential Information which one party has disclosed or may hereafter disclose (“Disclosing Party”) to the other in connection with the Products or Services covered by this Agreement and which is designated as confidential by explicit identification or from the context of disclosure, shall be deemed to be confidential or proprietary information, and shall only be disclosed to those of its employees, advisors, contractors or subcontractors who have a need to know and are under obligations of confidentiality and shall not otherwise be disclosed to any third party without Disclosing Party’s prior written consent.

Reekoh’s Confidential Information shall include the software programs provided as part of the Reekoh Service and Reekoh Materials while Confidential Information of Customer shall include Customer Data. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure or; (iv) is independently developed by the other party without reference to the other party’s Confidential Information.

The parties agree to use reasonable care to prevent disclosure of the other party’s Confidential Information to any third party. The parties agree to hold each other’s Confidential Information in confidence for a period of three (3) years from the date of disclosure. Notwithstanding the foregoing, Customer acknowledge and agree that:

1. Reekoh may disclose Customer Confidential Information to its Third-Party Providers to the extent necessary to provide products or services under this Agreement, provided that Reekoh has a non-disclosure agreement in place with such Third-Party Provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement; and
2. Reekoh’s obligations regarding personally identifiable information and other information concerning Customer and Customer Users shall be governed by the terms of the then-current Reekoh Privacy Policy.
3. Further, Reekoh may identify Customer on its Reekoh Customer lists and in its marketing and advertising materials, and announce that Customer is a Customer of the Reekoh Service, and reproduce Customer company name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith.

12. Customer Responsibilities

Customer will ensure that any use of the Reekoh Services by Customer and its Users is in accordance with the terms of this Agreement, and that Customer obtain all consents required by Reekoh and its Third-Party Providers to perform the Reekoh Services under this Agreement. Customer is responsible for ensuring that Customer network and systems comply with the specifications that Reekoh provides. Reekoh is not responsible for Customer network connections, or for conditions or problems arising from or related to Customer network connections, such as but not limited to, bandwidth issues, excessive latency, network outages, or those caused by the internet.

13. Notices

General notices to Customers regarding Reekoh’s Services can be accessed on Reekoh’s website. For notices specific to Customer, the same shall be sent by electronic mail or in writing sent by mail or pre-paid post, at the email/address Reekoh has on record as provided by the Customer.

If Customer has a dispute with, or Customer wish to provide notice to Reekoh under this Agreement, or if Customer becomes the subject to insolvency or other similar legal proceedings, Customer must promptly send written notice to:

Reekoh Pty Ltd. Level 7, 217 George Street, Brisbane QLD 4000 Australia

14. Restrictions on Use

Customer agrees not to use or permit the use of the Reekoh Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material for any purpose that may (a) menace or harass any person, or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights, or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations.

Reekoh reserves the right to remove or disable access to any material that violates the foregoing restrictions, or to terminate the Reekoh Services for a violation of Customer obligations under this Section. Reekoh shall have no liability to Customer in case Reekoh takes such action and Customer agrees to defend and indemnify Reekoh against any claim arising out of a violation of said Customer obligations.

15. Verification

Upon Reekoh’s written request, but not more frequently than annually, Customer shall furnish Reekoh with a signed document signed by its authorized representative, verifying that the Reekoh Service is being used pursuant to the provisions of this Agreement and the applicable Order Form. Customer is responsible for implementing reasonable means to monitor Customer compliance with the terms of this Agreement. Reekoh reserves the right to audit Customer use of the Reekoh Service no more than once annually at Reekoh’s expense. Reekoh shall schedule any audit with at least thirty (30) days prior notice. Any such audit shall be conducted during regular business hours at Customer facilities and shall not unreasonably interfere with Customer business activities. If such audit reveals that Customer have underpaid fees to Reekoh, Customer shall promptly pay such fees at the prices set forth in the applicable Order Form.

16. Export

Customer agrees that Australian export control laws and other applicable export and import laws govern Customer’s use of the Reekoh Service, including technical data and Reekoh software programs. Customer agrees that neither the Reekoh Service, Reekoh Materials, including its software programs, nor any direct product thereof, will be exported directly or indirectly in violation of these laws, or will be used for any purpose prohibited by these laws including without limitation, nuclear, chemical, or biological weapons proliferation.

17. Force Majeure

Neither party shall be liable for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than ninety (90) days, either party may cancel the unperformed services upon written notice with immediate effect.

This Section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures, or Customer’s obligation to pay for the Reekoh Service and/or Services provided.

18. Services Tools

Reekoh may use tools, scripts, software, and utilities (collectively, the “Tools”) to review and administer the Reekoh Service, and to help resolve Customer service requests. The Tools will not collect, report or store any of Customer Data residing in the Reekoh Service except as necessary to troubleshoot service requests or other problems in the Reekoh Service. Since data collected by the Tools is current, the data may also be used to assist in managing Reekoh’s product and service portfolio and for license management.

19. Statistical Information

Reekoh may compile statistical and performance information related to the provision of the Reekoh Services, and may make such information publicly available, provided such information does not incorporate Customer Data and/or identify Customer Confidential Information. Reekoh retains all intellectual property rights in such information.

20. General Provisions

1. Reekoh shall comply with all applicable federal, state, and local laws and regulations, whether of Australia or of any other country in which work is performed under this Agreement, including compliance with all applicable harmony codes, ordinances and standards that may be issued by public authorities.
2. This Agreement and the information which is incorporated herein by written reference, including reference to information contained in a URL or referenced policy, together with any applicable Order Form, represents the parties’ entire agreement and understanding relating to the Reekoh Service, the Services and the Reekoh Materials, and supersedes any prior or contemporaneous, conflicting or additional communications, whether oral or written.
3. The exchange of a fully executed Order Form shall be sufficient to bind the parties to the terms and conditions of this Agreement and Order Form. The terms and conditions of this Agreement may be amended only by written agreement of the parties.
4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
5. No joint venture, partnership, employment, or agency relationship exists between Reekoh and Customer as a result of this Agreement or use of the Reekoh Service.
6. Customer may not assign this Agreement without the prior written consent of Reekoh. Any purported assignment in violation of this Section shall be void.
7. Reekoh reserves the right to provide some or all of the Reekoh Services and Reekoh Materials from locations, and/or through use of Third Party Providers, worldwide.
8. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
9. Except for actions for non-payment or breach of Reekoh’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
10. Any right not expressly granted under in this Agreement are reserved by Reekoh.
11. The individuals signing below each represent that they have the authority under applicable law to enter into this Agreement and satisfy Customer obligations.
12. Both parties intend for the terms of this Agreement to be fully enforceable.

21. Information Gathered

1. Log Data and Activity Tracking – Reekoh collects certain information from users of the Services, such as internet addresses, browser types, referring domains, time stamps (time page accessed including time spent per web page), as well as the specific pages the user has requested. This information is logged for marketing purposes and to help diagnose technical problems and administer the Site and the Services in order to constantly improve the quality of the Services. We may also track and analyze non-identifying activity and aggregate usage-and-volume statistical information from users and provide such information to third parties.
2. Cookies – Cookies are files that web browsers place on a computer’s hard drive. Reekoh uses cookies to tell us whether users have previously visited the Site or the Services. Reekoh also uses a persistent cookie to help save and retrieve usernames of users accessing the Services and to save a user’s preferences from one session to the next. Reekoh also issues a session cookie to record encrypted authentication information for the duration of a specific session. The session cookie does not include the username or password of the user. If the cookie is rejected, access to and usage of the Services may be denied or otherwise limited.
3. Invite a Third Party – If a user elects to invite a third party to review and provide input on the data it has entered as part of the Services, said user will need to provide the name and e-mail address of each such third party. Reekoh will automatically send the third party an e-mail inviting him or her to become a user in order to review and provide input on the requesting user’s data. We may also call the third party with information about our products and services.

22. Information Use

Reekoh uses the information that we collect to set up the Services for users and to improve the Site. We may also use the information to contact users and visitors to further discuss their interest in the Site and the Services, or to send users and visitors information regarding Reekoh or its partners, such as promotions and events. To opt out of receiving such information, users and visitors can send an email to [email protected] We may also e-mail to users’ information regarding updates to the Services or the Site. All financial and billing information collected through the Site is used solely to check the qualifications of prospective users and to bill for the Services. This billing information is not used by Reekoh for marketing or promotional purposes. Other third parties, such as content providers, may provide content on the Site or the Services, but they are not permitted to collect any information, nor does Reekoh share any user or visitor information with these parties. To facilitate mailings to our users and visitors, Reekoh may provide the necessary mailing information to bonded third-party contractors who perform the mailing on our behalf.

23. Stored Data

Users of the Services will be using the services to store data. Such data may at times be viewed or accessed by Reekoh but only for the purpose of resolving a problem, support issue or suspected violation of the Terms of Use for the Site and the Services, or as may be required by law. Users are responsible for maintaining the confidentiality and security of their user registration and password. Except as provided in this Privacy Policy, Reekoh will not review, share, distribute, print or reference any data stored by users on the Site or the Services.

24. Sharing of Information

Reekoh may share aggregated demographic information with partners and advertisers. This is not linked to any personal information that can identify an individual person.

Reekoh may partner with other parties to provide specific services. If a user registers for these services, we will share names or other contact information that is necessary for the third party to provide these services. These third parties are not allowed to use personally identifiable information except for the purpose of providing these services.

From time to time, Reekoh may provide information about users to its subsidiaries and joint ventures for purposes of providing those users the Services. Each of these entities will comply with the policies described in the Privacy Policy. In addition, if the stock or assets of Reekoh, its subsidiaries, joint ventures or any combination of such are acquired by another entity, some or all of Reekoh users’ and visitors’ personal information and hosted data may be provided to such successor. In such a case, the successor will handle the personal information and hosted data in the same manner as provided in the Privacy Policy. Please see our Notice of Changes section below.

Other than as expressly described in the Privacy Policy, Reekoh will not share, sell or rent a user’s or a visitor’s personally identifiable information or hosted data with anyone outside of Reekoh, without such user’s or visitor’s prior permission or unless ordered by a court of law.

25. Links to Other Sites

The Site and the Services contains links to other sites for which Reekoh is not responsible for their privacy practices. Thus, Reekoh encourages its users to be aware when they leave the Site or the Services, to read the privacy statements of each and every website that collects personally identifiable information.

This Privacy Policy applies solely to information collected by the Site and the Services.

26. Security

Reekoh takes every precaution to protect its users’ information and data against loss, misuse and alteration. As a web-native application, Reekoh’s success is predicated on the security of the information and data in its possession. Reekoh uses standard industry practices as outlined in its security statement to help prevent unauthorized use of, access to or alteration of user information and hosted data. These practices include the appropriate use of firewalls, SSL encryption, system redundancies, and co-location at a 24/7 secured, controlled environment.

Reekoh personnel with access to information gathered from visitors and users have been advised of the importance of maintaining the confidentiality of such information and of using it only for the purposes described in the Privacy Policy.

27. Choice/Opt-out

Whenever users submit requests for more information or services from Reekoh, said users may opt out of entering certain fields. However, such decision may affect the ability to use portions of the Site and the Services.

If Customer receive marketing or similar e-mail messages from Reekoh and wish to opt out of receiving such messages, Customer may simply follow the opt-out procedure specified in such e-mail.

28. Updating Contact Information

Reekoh encourages its users to edit and update their contact information, when necessary. This may be done at any time throughout the Services.

29. Notice of Changes

Reekoh may amend its Privacy Policy from time to time. If Reekoh is going to use Customer personally identifiable information in a manner different from that stated at the time of collection, Reekoh shall notify Customer via email of such fact. Customer shall immediately inform Reekoh if it allows Reekoh to use Customer information in such different manner.

If Reekoh makes any material changes in its privacy practices that do not affect visitor or user information already stored in its database, Reekoh will post a prominent notice on the Site or in the Services notifying users of the change. In some cases, where Reekoh post the notice, it will also separately email users who have opted to receive separate communications of the changes in Reekoh’s privacy practices.

Reekoh Privacy Statement

Reekoh has created this Privacy Policy (“Privacy Policy”) to demonstrate our commitment to user privacy. Privacy within the Services delivered by Reekoh to its users is of utmost importance to us. This Privacy Policy describes Reekoh’s information-gathering and dissemination practices. By using the Services, Customer has agreed to the collection and use of information under this Agreement.

Reekoh Security Statement

Reekoh utilizes some of the most advanced technology for Internet security today. When Customer access the Reekoh service via https, Secure Socket Layer (SSL) technology protects Customer information using both server authentication and data encryption, ensuring that Customer data is safe, secure, and available only to registered Users in Customer organization. Customer data will be completely inaccessible to unauthorized viewing and/or use.

Reekoh provides each User in Customer organization with a unique user name and password that must be entered each time a User logs on. Reekoh issues a session “cookie” only to record encrypted authentication information for the duration of a specific session. The session “cookie” does not include the password of the user. Reekoh does not use “cookies” to store other confidential user and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs.

In addition, Reekoh is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.

Master License Agreement

This Master License Agreement (“Agreement”) is between Reekoh Pty Ltd. (“Reekoh”), a provider of integration platforms and tools, having its office at Level 7, 217 George Street, Brisbane QLD 4000 Australia (“Service Provider”) and the product user (“Customer”).

Background

1. Reekoh provides software solutions and services which help customers to integrate manage and improve their collection and use of data from various data sources (“Reekoh Services”);
2. Customer wishes to purchase a license to deploy and use the Reekoh Services, as particularised in the order form (“Order”) to assist with with the integration of data for its internal business purposes (“Purpose”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Grant of License from Reekoh

Subject to the terms of this Agreement, Reekoh grants to Customer during the Term of the applicable Order Form, the non-transferable, non-exclusive right to use, and permit those individuals authorized by Customer or on Customer’s behalf (“Users”) to use, the Reekoh Service and any material developed by Reekoh or its third-party suppliers (“Third Party Providers”), and provided to Customer (“Reekoh Materials”) on the following terms:

1. For use on the Customer server and only in respect of the Purpose;
2. For use within the usage constraints, as set out in this Agreement and the Order: and
3. for the Customers internal business purposes;

The License granted to Customer under clause 1 of this Agreement is subject to the following obligations and restrictions:

1. Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Reekoh Service or the Reekoh Materials available, to any third party other than an authorized user, unless Customer is an authorized Reekoh MSP Alliance Partner under which the terms of the MSP Agreement will apply;
2. Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Reekoh Service or Reekoh Materials, or access or use the Reekoh Service or Reekoh Materials to build a similar or competitive product or service;
3. Customer may make one (1) copy of the Reekoh Materials for the purpose of backup, disaster recovery and system archives, which copies are subject to the license terms of this Agreement;
4. Except as expressly stated herein, no part of the Reekoh Service or Reekoh Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
5. Customer shall not disclose any review of the Reekoh Service, including but not limited to, the results of any performance tests, to any third party without Reekoh’s prior written approval;
6. Customer agrees to exercise every reasonable effort to prevent unauthorized third parties from accessing the Reekoh Service; and
7. Customer acknowledges and agrees that Reekoh or its Third-Party Providers, as may be applicable, shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Reekoh Service and the Reekoh Materials, including any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Reekoh Service or the Reekoh Materials.

2. Customer Data

Reekoh will treat any data divulged or shared by Customer (“Customer Data”) pursuant to this Agreement or in the course of procuring or using the Reekoh Services as confidential in accordance with Section 11. In addition, Customer acknowledges and agrees that it has the obligation to inform third parties of the disclosure, use and processing of Customer Data under this Agreement, and to ensure that such third parties have given their consent to such disclosure, use and processing as required by all applicable data protection legislation. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and any associated consents.

Reekoh’s practices concerning the privacy of Customer Data about the Reekoh Service is set forth in The Reekoh Privacy Policy.

3. Billing and Payment Terms

Unless otherwise indicated in the Order Form, all invoices for Licenses, Support and Services, including any corresponding expenses (“Fees”), shall be issued annually in advance from Reekoh’s office in Australia in Australian Dollars (AUD) and must be paid within thirty (30) days from date thereof. Failure to pay any undisputed invoice in accordance with its terms will entitle Reekoh to an interest charge at the rate of the lesser of one and one half percent (1.5%) per month, calculated daily and compounding monthly, or the maximum allowed by law, applied to any outstanding Fees. Customer shall also be liabile for any and all other costs associated or incurred be Reekoh as a result of the collection of the outstanding Fees. Reekoh’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of the same, even if such amounts are not listed in the Order Form.

All Fees for additional Reekoh Services not set forth in the initial Order Form (“Additional Services”) will be billed in addition to the Reekoh Services set out in the Order Form. In respect of Additional Servicess added during the Term (as defined in clause 4), Customer will be required to pay a pro-rata Fee for the Additional Services for the remaining period of the Term. Additional Services shall expire at the end of the Term set forth in the initial Order Form issued by Reekoh, unless such Additional Services and/or Reekoh Services are renewed by Customer. Except as otherwise provided in an Order Form issued by Reekoh, Reekoh Services may be renewed under Reekoh’s then-current applicable policies and terms, subject to Reekoh’s acceptance and Customer’s payment of fees for such Reekoh Services.

Reekoh reserves the right to adjust the payment terms hereunder should Customer’s financial condition materially change.

Reekoh can accept payments via credit card transaction using Visa or MasterCard, but shall incur an additional three percent (3%) credit card processing fee. Reekoh can also accept payments via wire transfer to the relevant account, with remittance information to be supplied by Reekoh at the time of invoicing. However, Customer shall be responsible for any fee related to the wire transfer imposed by Reekoh’s bank or their own bank.

Customer will provide Reekoh with valid and approved purchase order information, and complete and accurate billing and contact information.

Reekoh’s suspension of the Reekoh Service based on Customer’s failure to make payment shall not excuse Customer from its obligation to make payment(s).

4. Term and Termination

The Reekoh Service, and any other product or services, including Additional Services, listed in or later added to, the Order Form, shall commence and continue for such period stated in the Order Form (“Term”). In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the Order Form for cause if such breach has not been cured within thirty (30) days of written notice from the non-breaching party specifying the breach in detail, provided however, that if Reekoh is the non-breaching party,Reekoh may immediately, by notice to Customer, suspend the license granted to Customer under this Agreement. . Upon any termination of the Order Form, Customer’s right to access and use the Reekoh Service and the Services and Materials specified in the Order Form shall terminate. Upon Customer’s request, within thirty (30) days of termination of the Order Form, provided Customer is not in breach of the Agreement or such Order Form, Reekoh may permit Customer to access the Reekoh Service but only for purposes of retrieving Customer Data. Customer agrees and acknowledges that Reekoh has no obligation to retain Customer Data and that it may be irretrievably deleted after thirty (30) days following the termination of the Order Form, or if Customer account is thirty (30) days or more past due. The following provisions shall survive any termination of this Agreement: Section 4, 8, 9, 11, 14 and 20.

5. Third Party Web Sites

If Customer enters into correspondence with, purchases goods or services from, or participate in promotions of advertisers or sponsors other than Reekoh through the Reekoh Service, any such activity, and any terms, conditions, warranties or representations associated with such activity, is governed solely by the terms between Customer and the applicable third party. Reekoh shall have no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third party web sites or any transactions completed with third parties. Reekoh may provide such links only for convenience, and the inclusion of any link does not imply endorsement by Reekoh of the linked website, notwithstanding the inclusion on such site of the trademarks of Reekoh or its Third Party Providers.

6. Deployment and Customer Care Services

Reekoh shall advise Customer on the necessary requirements for optimum functioning of the Reekoh Services, including but not limited to, server features for the Customers computing environment. Notwithstanding the foregoing Customer remains responsible for procuring, operating and maintaining their own systems and their own computing environment and Reekoh accepts no liability or responsibility for the performance of the Reekoh Services on the Customer server, or in the Customer’s computing environment.

Reekoh and Customer shall comply with Reekoh’s then-current Customer Care Services Policy. Reekoh shall have the right to modify the Customer Care Services Policy at any time in its sole discretion.

Customer shall have the right to update the Reekoh Services as and when updated versions are released.

7. Representations, Warranties & Exclusive Remedy

Each party represents and warrants that it has the power and authority to enter into this Agreement. Reekoh warrants that (a) subject to Customer meeting the requirements in clause 6, the Reekoh Service will perform substantially in accordance with its online documentation under normal use, and (b) the Services will be provided in a manner consistent with generally accepted industry standards. Customer must notify Reekoh of any warranty deficiencies within thirty (30) days from performance of the relevant Services in order to receive warranty remedies. For any breach of the express warranty for Services as set forth above, Customer’s exclusive remedy shall be the re-performance of the deficient Services. Otherwise, or if Reekoh is unable to do so, Reekoh shall be liable to refund ten percent (10%) of the fees of the applicable Order Form under which the liability arises for such deficient Services.

8. Disclaimer of Warranties

Except for the express warranties set forth in Section 7, Reekoh and its third-party providers hereby disclaim all express or implied representations, warranties, guarantees, and conditions regarding the Reekoh Service and Reekoh Materials, including but not limited to, any implied representations, warranties, guarantees, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and quality of service. Reekoh and its third-party providers make no representations or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness, or the results Customer may obtain by using the Reekoh Service and Reekoh Materials.

Without limiting the generality of the foregoing, Reekoh and its third-party providers do not represent or warrant that:

1. The operation or use of the Reekoh Service or Reekoh Materials will be timely, secure, uninterrupted or error-free;
2. The quality of any products, services, information, or other materials purchased or obtained through the Reekoh Service will meet Customer’s requirements; or
3. The Reekoh Service, Reekoh Materials, or the systems that make the service available are free of viruses or other harmful components.

Customer acknowledges that neither Reekoh nor its third-party providers controls the transfer of data over communications facilities, including the internet, and that the Reekoh Service and Reekoh Materials may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Reekoh is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by Reekoh, the Reekoh Service, the services, and the Reekoh Materials are provided to Customer on an “as is” basis.

9. Limitation of Liability

Despite anything to the contrary, to the maximum extent permitted by law, Reekoh will have no iability, and Customer waives and releases Reekoh from and against, all liability arising from or in connection with any:

1. loss of, or damage to, any property or any injury to or loss to any person;
2. failure or delay in providing the Services;
3. breach of this Agreement or any Laws; or
4. unavailability, outage or interruption of the Reekoh Services where caused or contributed to by any:
1. force majeure event;
2. a fault, defect, error or omission in Customer’s computing environment or data; or
3. any act or omission of Customer or Customer’s related parties, personnel or any third party (including customers, end users, suppliers, providers or subcontractors),
5. and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.

In no event shall either party or the third party providers be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages for loss of data, revenue, profits (excluding fees under this Agreement), use or other economic advantage, arising out of, or in any way connected with this Agreement, including but not limited to the use or inability to use the Reekoh Service, regardless of cause, whether in an action in contract, tort, negligence or otherwise, even if the party from which damages are being sought or the third-party provider have been previously advised of the possibility of such damages.

In no event shall the aggregate liability of Reekoh and the third-party providers exceed the total amounts actually paid to Reekoh for the Reekoh Service and Reekoh Materials under this Agreement in the twelve (12) month period immediately preceding the event giving rise to such claim or liability. If such liability results from Customer’s use of a particular portion of the Reekoh Service or Reekoh Materials under this Agreement, such liability shall be limited to the fees paid to Reekoh for the deficient portion of such Service or Materials giving rise to the liability. The limitation of Reekoh’s liability set forth in the prior sentence shall not apply to Reekoh’s indemnity obligations set forth in Section 10 below.

10. Indemnities

Claims made against either Customer or Reekoh (“Recipient” which may refer to Customer or Reekoh depending upon which party received the Material), on the ground that any information, design, specification, instruction, software, data, or material (“Materials”) furnished by either Customer or Reekoh (“Provider”), which may refer to Customer or Reekoh depending on which party provided the Material) and used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient does the following:

1. Notifies the Provider promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);
2. Gives the Provider sole control of the defense and all settlement negotiations;
3. Gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

If the Provider believes or it is determined that any of the Material may have violated someone else’s intellectual property rights, Provider may choose to either modify the Material to be non-infringing while substantially preserving its utility or functionality, or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid for it, including any unused, prepaid fees Customer may have paid applicable to the terminated license or service. If Customer is the Provider and such return materially affects Reekoh’s ability to meet its obligations under the relevant Order Form, then Reekoh may, at its option and upon thirty (30) days prior written notice, terminate the Order Form. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation, or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. Neither will Provider indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider.

Reekoh will not indemnify Customer to the extent that an infringement claim is based upon the combination of any Reekoh Materials or Services with any product or service not provided by Reekoh; where the Reekoh Services or Reekoh Materials are not used in accordance with this Agreement; or where the Reekoh Materials or Reekoh Serivces have been modified, altered, amended or any any way varied by Customer.

This section provides for the parties’ exclusive remedy for any infringement claim or damage.

11. Confidential Information

Any Confidential Information which one party has disclosed or may hereafter disclose (“Disclosing Party”) to the other in connection with the Products or Services covered by this Agreement and which is designated as confidential by explicit identification or from the context of disclosure, shall be deemed to be confidential or proprietary information, and shall only be disclosed to those of its employees, advisors, contractors or subcontractors who have a need to know and are under obligations of confidentiality and shall not otherwise be disclosed to any third party without Disclosing Party’s prior written consent.

Reekoh’s Confidential Information shall include the software programs provided as part of the Reekoh Service and Reekoh Materials while Confidential Information of Customer shall include Customer Data. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure or; (iv) is independently developed by the other party without reference to the other party’s Confidential Information.

The parties agree to use reasonable care to prevent disclosure of the other party’s Confidential Information to any third party. The parties agree to hold each other’s Confidential Information in confidence for a period of three (3) years from the date of disclosure. Notwithstanding the foregoing, Customer acknowledge and agree that:

1. Reekoh may disclose Customer Confidential Information to its Third-Party Providers to the extent necessary to provide products or services under this Agreement, provided that Reekoh has a non-disclosure agreement in place with such Third-Party Provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement; and
2. Reekoh’s obligations regarding personally identifiable information and other information concerning Customer and Customer Users shall be governed by the terms of the then-current Reekoh Privacy Policy.
3. Further, Reekoh may identify Customer on its Reekoh Customer lists and in its marketing and advertising materials, and announce that Customer is a Customer of the Reekoh Service, and reproduce Customer company name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith.

12. Customer Responsibilities

Customer will ensure that any use of the Reekoh Services by Customer and its Users is in accordance with the terms of this Agreement, and that Customer obtain all consents required by Reekoh and its Third-Party Providers to perform the Reekoh Services under this Agreement. Customer is responsible for ensuring that Customer network and systems comply with the specifications that Reekoh provides. Reekoh is not responsible for Customer network connections, or for conditions or problems arising from or related to Customer network connections, such as but not limited to, bandwidth issues, excessive latency, network outages, or those caused by the internet.

13. Notices

General notices to Customers regarding Reekoh’s Services can be accessed on Reekoh’s website. For notices specific to Customer, the same shall be sent by electronic mail or in writing sent by mail or pre-paid post, at the email/address Reekoh has on record as provided by the Customer.

If Customer has a dispute with, or Customer wish to provide notice to Reekoh under this Agreement, or if Customer becomes the subject to insolvency or other similar legal proceedings, Customer must promptly send written notice to:

Reekoh Pty Ltd. Level 7, 217 George Street, Brisbane QLD 4000 Australia

14. Restrictions on Use

Customer agrees not to use or permit the use of the Reekoh Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material for any purpose that may (a) menace or harass any person, or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights, or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations.

Reekoh reserves the right to remove or disable access to any material that violates the foregoing restrictions, or to terminate the Reekoh Services for a violation of Customer obligations under this Section. Reekoh shall have no liability to Customer in case Reekoh takes such action and Customer agrees to defend and indemnify Reekoh against any claim arising out of a violation of said Customer obligations.

15. Verification

Upon Reekoh’s written request, but not more frequently than annually, Customer shall furnish Reekoh with a signed document signed by its authorized representative, verifying that the Reekoh Service is being used pursuant to the provisions of this Agreement and the applicable Order Form. Customer is responsible for implementing reasonable means to monitor Customer compliance with the terms of this Agreement. Reekoh reserves the right to audit Customer use of the Reekoh Service no more than once annually at Reekoh’s expense. Reekoh shall schedule any audit with at least thirty (30) days prior notice. Any such audit shall be conducted during regular business hours at Customer facilities and shall not unreasonably interfere with Customer business activities. If such audit reveals that Customer have underpaid fees to Reekoh, Customer shall promptly pay such fees at the prices set forth in the applicable Order Form.

16. Export

Customer agrees that Australian export control laws and other applicable export and import laws govern Customer’s use of the Reekoh Service, including technical data and Reekoh software programs. Customer agrees that neither the Reekoh Service, Reekoh Materials, including its software programs, nor any direct product thereof, will be exported directly or indirectly in violation of these laws, or will be used for any purpose prohibited by these laws including without limitation, nuclear, chemical, or biological weapons proliferation.

17. Force Majeure

Neither party shall be liable for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than ninety (90) days, either party may cancel the unperformed services upon written notice with immediate effect.

This Section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures, or Customer’s obligation to pay for the Reekoh Service and/or Services provided.

18. Services Tools

Reekoh may use tools, scripts, software, and utilities (collectively, the “Tools”) to review and administer the Reekoh Service, and to help resolve Customer service requests. The Tools will not collect, report or store any of Customer Data residing in the Reekoh Service except as necessary to troubleshoot service requests or other problems in the Reekoh Service. Since data collected by the Tools is current, the data may also be used to assist in managing Reekoh’s product and service portfolio and for license management.

19. Statistical Information

Reekoh may compile statistical and performance information related to the provision of the Reekoh Services, and may make such information publicly available, provided such information does not incorporate Customer Data and/or identify Customer Confidential Information. Reekoh retains all intellectual property rights in such information.

20. General Provisions

1. Reekoh shall comply with all applicable federal, state, and local laws and regulations, whether of Australia or of any other country in which work is performed under this Agreement, including compliance with all applicable harmony codes, ordinances and standards that may be issued by public authorities.
2. This Agreement and the information which is incorporated herein by written reference, including reference to information contained in a URL or referenced policy, together with any applicable Order Form, represents the parties’ entire agreement and understanding relating to the Reekoh Service, the Services and the Reekoh Materials, and supersedes any prior or contemporaneous, conflicting or additional communications, whether oral or written.
3. The exchange of a fully executed Order Form shall be sufficient to bind the parties to the terms and conditions of this Agreement and Order Form. The terms and conditions of this Agreement may be amended only by written agreement of the parties.
4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
5. No joint venture, partnership, employment, or agency relationship exists between Reekoh and Customer as a result of this Agreement or use of the Reekoh Service.
6. Customer may not assign this Agreement without the prior written consent of Reekoh. Any purported assignment in violation of this Section shall be void.
7. Reekoh reserves the right to provide some or all of the Reekoh Services and Reekoh Materials from locations, and/or through use of Third Party Providers, worldwide.
8. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
9. Except for actions for non-payment or breach of Reekoh’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
10. Any right not expressly granted under in this Agreement are reserved by Reekoh.
11. The individuals signing below each represent that they have the authority under applicable law to enter into this Agreement and satisfy Customer obligations.
12. Both parties intend for the terms of this Agreement to be fully enforceable.

21. Right to use the Hardware/Software/License/Subscription at Disaster Recovery Site

Customer has the right, at no additional charge, to have the Software tested periodically for viability and/or activated at any Customer location, or at a location of a third-party engaged by the Customer to provide disaster recovery, contingency or business continuity services for the Customer. If a third party performs such tests and/or activates on the Software, Customer will require such third party to be bound by written agreement to treat the Software as confidential information. Customer will also be entitled to make and keep copies of the Software and its Documentation at a separate facility /location for backup (including hot backup), archival and emergency purposes.

22. Sharing of Information

Reekoh may share aggregated demographic information with partners and advertisers. This is not linked to any personal information that can identify an individual person.

Reekoh may partner with other parties to provide specific services. If a user registers for these services, we will share names or other contact information that is necessary for the third party to provide these services. These third parties are not allowed to use personally identifiable information except for the purpose of providing these services.

From time to time, Reekoh may provide information about users to its subsidiaries and joint ventures for purposes of providing those users the Services. Each of these entities will comply with the policies described in the Privacy Policy. In addition, if the stock or assets of Reekoh, its subsidiaries, joint ventures or any combination of such are acquired by another entity, some or all of Reekoh users’ and visitors’ personal information and hosted data may be provided to such successor. In such a case, the successor will handle the personal information and hosted data in the same manner as provided in the Privacy Policy. Please see our Notice of Changes section below.

Other than as expressly described in the Privacy Policy, Reekoh will not share, sell or rent a user’s or a visitor’s personally identifiable information or hosted data with anyone outside of Reekoh, without such user’s or visitor’s prior permission or unless ordered by a court of law.

23. Links to Other Sites

The Site and the Services contains links to other sites for which Reekoh is not responsible for their privacy practices. Thus, Reekoh encourages its users to be aware when they leave the Site or the Services, to read the privacy statements of each and every website that collects personally identifiable information.

This Privacy Policy applies solely to information collected by the Site and the Services.

24. Security

Reekoh takes every precaution to protect any information and/or data collected against loss, misuse and alteration. Reekoh uses standard industry practices as outlined in its security statement to help prevent unauthorized use of, access to or alteration of user information and hosted data. These practices include the appropriate use of firewalls, SSL encryption, system redundancies, and co-location at a 24/7 secured, controlled environment.

Reekoh personnel with access to information gathered from visitors and users have been advised of the importance of maintaining the confidentiality of such information and of using it only for the purposes described in the Privacy Policy.

25. Choice/Opt-out

Whenever users submit requests for more information or services from Reekoh, said users may opt out of entering certain fields. However, such decision may affect the ability to use portions of the Site and the Services.

If Customer receive marketing or similar e-mail messages from Reekoh and wish to opt out of receiving such messages, Customer may simply follow the opt-out procedure specified in such e-mail.

26. Updating Contact Information

Reekoh encourages its users to edit and update their contact information, when necessary. This may be done at any time throughout the Services.

27. Notice of Changes

Reekoh may amend its Privacy Policy from time to time. If Reekoh is going to use Customer personally identifiable information in a manner different from that stated at the time of collection, Reekoh shall notify Customer via email of such fact. Customer shall immediately inform Reekoh if it allows Reekoh to use Customer information in such different manner.

If Reekoh makes any material changes in its privacy practices that do not affect visitor or user information already stored in its database, Reekoh will post a prominent notice on the Site or in the Services notifying users of the change. In some cases, where Reekoh post the notice, it will also separately email users who have opted to receive separate communications of the changes in Reekoh’s privacy practices.

28. Assignment.

Neither Customer nor Reekoh may assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other, except pursuant to a merger, acquisition, or other change of control.

Reekoh Privacy Statement

Reekoh has created this Privacy Policy (“Privacy Policy”) to demonstrate our commitment to user privacy. Privacy within the Services delivered by Reekoh to its users is of utmost importance to us. This Privacy Policy describes Reekoh’s information-gathering and dissemination practices. By using the Services, Customer has agreed to the collection and use of information under this Agreement.

Reekoh Security Statement

Reekoh utilizes some of the most advanced technology for Internet security today. When Customer access the Reekoh service via https, Secure Socket Layer (SSL) technology protects Customer information using both server authentication and data encryption, ensuring that Customer data is safe, secure, and available only to registered Users in Customer organization. Customer data will be completely inaccessible to unauthorized viewing and/or use.

Reekoh provides each User in Customer organization with a unique user name and password that must be entered each time a User logs on. Reekoh issues a session “cookie” only to record encrypted authentication information for the duration of a specific session. The session “cookie” does not include the password of the user. Reekoh does not use “cookies” to store other confidential user and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs.

In addition, Reekoh is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.