Legal

Privacy Policy

Effective as of January 15, 2024

Welcome to our site – we appreciate you taking the time to read our Privacy Policy! RegScale, Inc., on behalf of its affiliates and subsidiaries (collectively, “RegScale,” “us,” “we,” or “our”) is committed to protecting your privacy. This Privacy Policy applies to our primary website (www.RegScale.com) and any other websites operated by RegScale (each, a “Website”), webinars, events, and email and other electronic communications. This Privacy Policy governs our personal information collection, usage, and sharing practices. It also describes your choices regarding use, access, and correction of your personal information. Please note that this Privacy Policy does not apply to the extent that we process personal information in the role of a processor (or a comparable role) on behalf of our customers, including where we offer to our customers various software products and services, through which our customers may collect, use, share, or process personal information via our solutions. If your personal information has been submitted to us by or on behalf of one of our customers or partners and you wish to exercise any rights you may have under applicable law, please inquire with the applicable customer directly.

 
RegScale reserves the right, at any time, to modify this Privacy Policy. If we make revisions that change the way we collect, use, or share personal information, we will update this Privacy Policy. You should review this Privacy Policy periodically so that you keep up to date on our most current policies and practices. Your continued use of the Website at any time constitutes your acceptance of such Privacy Policy and any changes. If you have any questions about this Privacy Policy or our treatment of information you provide us, please write to us at [email protected] or to RegScale, Inc. Attn: Legal, 1775 Tysons Boulevard, Fifth Floor, Tysons, VA 22102 USA.


Collection of your Personal Information

You are free to explore the Website without providing any personal information about yourself, however when you visit our Website we may request that you provide personal information about yourself and we also collect Internet and Network Activity.

In order to better provide you with products and services offered on our Website, RegScale may collect personally identifiable information that you provide us, such as your First and Last Name, Mailing Address, E-mail Address, Phone Number, Employer, Job Title, and Account Information. We may also collect Internet and Network Activity or Payment Information where such information can directly or indirectly identify an individual or employer. Internet and Network Activity refers to information about your computer and your visits to our Website such as your IP address, geographical location, browser type, referral source, length of visit, content interactions, logs, data from Cookies (and similar tools), and pages viewed. We do not collect any personal information about you unless you voluntarily provide it to us via direct interaction (including via trade shows, job applications, and business meetings) or via Internet and Network Activity. However, you may be required to provide certain personal information to us when you elect to use certain products or services available on the Website. These may include: (a) registering for an account; (b) entering a support ticket; (c) signing up for a demo; (d) requesting additional information or content; or (e) generally connecting or partnering with us. We will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.

You can limit the use of your information for interest-based advertising by blocking third-party cookies in your browser settings, using browser plug-ins or extensions, or using your mobile device settings. You can also opt out of interest-based ads from companies participating in certain industry opt-out programs by visiting: the Network Advertising Initiative (http://www.networkadvertising.org/managing/opt_out.asp), the Digital Advertising Alliance (optout.aboutads.info), and the European Interactive Digital Advertising Alliance (http://www.youronlinechoices.eu/).

Use of your Personal Information

RegScale collects and uses your personal information to a) secure and operate our services and Website; b) improve our and deliver the services you have requested; c) understand your interests, promote our services, and send information or RegScale and its affiliate’s content to you which we think may be of interest to you by post, email, or other means and send you marketing communications relating to our business; and d) as required by law to meet legal requirements, all only in compliance with this Privacy Policy.

Third Parties

From time to time, we may receive personal information about you from third party sources, including partners with which we offer co-branded services or engage in joint marketing activities, and publicly available sources.

RegScale does not sell, rent, or lease customer lists to third parties. RegScale may share data with trusted partners and contractors to help perform statistical analysis, send you email or postal mail, provide customer support, or enable your onboarding. All such third parties are prohibited from using your personal information except to provide these services to RegScale, and they are required to maintain the confidentiality of your information. RegScale may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on RegScale or the Website; (b) protect and defend the rights or property of RegScale; or (c) act under exigent circumstances to protect the personal safety of RegScale users or the public.

Tracking User Behavior

RegScale may keep track of the websites and pages our users visit within RegScale. This data is used to deliver customized content and advertising within RegScale and its Website.

Use of Cookies

The Website may use “cookies” to help personalize your online experience. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to experience all features of the website. For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org.

Security of Personal Information

RegScale maintains reasonable policies, processes, and procedures designed to ensure compliance with applicable information security laws and regulations. As new security standards and regulatory requirements emerge, our information security team reviews and adopts those relevant. While we use reasonable efforts to protect your personal information from the risks presented by unauthorized access or acquisition, we cannot guarantee the security of your personal information. You acknowledge that: (a) there are security and privacy limitations which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Website cannot be guaranteed In the event that we are required by law to inform you of any unauthorized access or acquisition of your personal information we may notify you electronically, in writing, or by telephone, as permitted to do so by law.

Data Retention

We retain personal information where we have an ongoing legitimate business need to do so. When we no longer have such ongoing legitimate business need, we securely delete or anonymize the information or, if this is not possible, will securely store your personal information and isolate it from any further processing until deletion is possible.

If you provide personal information to our customers as part of their use of our services, our customers decide how long to retain this information they collect from you. If a customer terminates its use of RegScale services, then we will provide the customer with access to all information stored for the customer by the services for export by the customer according to our agreement with our customer. After termination, we may, unless legally prohibited, delete all customer information, including your personal information.

If you have elected to receive marketing communications from us, we will retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our content, products, or services. We retain personal information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.

Your Privacy Rights

You have the right to a) be informed about our collection, use, and disclosure of your personal information; b) to know if we maintain your personal information, and if so, to access that information (subject to related rights) and to request we provide you your information; c) to ask us to correct your information; and d) to ask that we delete your personal information. Subject to certain exceptions set out below, on receipt of a verifiable request from you, we will i) delete your personal information from our records; and ii) direct any service providers to delete your personal information from their records.


Please note we may not be able to comply with requests to delete your personal information if it is necessary to:

  • Complete the transaction for which the personal information was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a product or service requested by you or is reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us;
  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity;
  • Debug to identify and repair errors that impair existing intended functionality;
  • Exercise free speech, ensure the right of another consumer to exercise his or her right of free speech, or exercise another right provided for by law;
  • Comply with existing legal and privacy laws and requirements;
  • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent;
  • Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us; or
  • Otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the information.

International

RegScale is based in the United States of America. If you are from a country outside of the United States of America with laws governing data collection, use, and sharing that may differ from United States law and you provide personal information to us, please note that any personal information you provide to us may be transferred to the United States of America. By providing such information, where applicable law permits, you hereby specifically and expressly consent to such transfer and processing and the collection, use, and sharing set forth herein.


RegScale reasonably complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. If there is any conflict between the terms in this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov/. In compliance with the Privacy Shield Principles, we have committed to resolve complaints about our collection or use of your personal information. If you have an inquiry or a complaint regarding our compliance program, please contact us via email to [email protected].


For those in the United Kingdom and relevant countries in the European Union, RegScale is required to inform you of the lawful basis of our processing of your personal information, which are described in the table below. If you have questions about the lawful basis of how we process your personal information, contact us at [email protected].

Processing Purpose
Lawful Basis

• Collection of sensitive personal information

• To improve our services and Website

• To promote use of our products and services

Processing is based on your consent. Where we rely on your consent you have the right to withdraw it anytime in the manner indicated on the Website.

• To provide our services and the Website to you

• To communicate with you

• To understand your interests

• To process your payment for services

• To respond to your customer support requests

• To fulfill the obligations under any RegScale License Agreement

Processing is necessary for the performance of a contract. You are subject to a contract with us and we need to use your personal information to provide services.

• To secure our services and Website

• As required by law

Processing is necessary to comply with our legal obligations.

• To improve our services and Website

• To understand your interests

• To promote use of our services

• To secure our services and Website

• To use personal information as otherwise described in this Privacy Policy

Processing activities constitute our legitimate interests. We consider and balance the potential impact on your rights before we process your personal information for our legitimate business interests. We do not use your personal information for activities where our interests are overridden by the impact on you (unless we have your consent, or we are otherwise required to perform a contract or by law).

We will use your personal information only for the legitimate business purposes for which we collected it, unless we reasonably determine we need to use it for another legitimate business reason and that reason is compatible with the original purpose. PLEASE NOTE WE MAY PROCESS YOUR PERSONAL INFORMATION WITHOUT YOUR KNOWLEDGE OR CONSENT, IN COMPLIANCE WITH THE ABOVE RULES, WHERE THIS IS REQUIRED OR PERMITTED BY LAW.

Your Rights

European data protection laws give you certain rights regarding your personal information. You may ask us to take the following actions in relation to your personal information that we hold:

  • Access: Provide you with information about our processing of your personal information and give you access to your personal information;
  • Transfer: Transfer a machine-readable copy of your personal information to you or a third party of your choice;
  • Correct: Update or correct inaccuracies or missing information in your personal information;
  • Restrict: Restrict the processing of your personal information;
  • Object: Object to our reliance on our lawful basis as the basis of our processing of your personal information that impacts your rights;
  • Delete: Delete your personal information.

 

When we receive your request, we may ask you to verify your identity before we can act on your request. We may withhold information where we are required by law to do so or if the search for that information would require disproportionate effort or have a disproportionate effect to the time it would take to retrieve the data, or how difficult it may be to obtain the information requested.


If you are a resident of Europe and would like to exercise any of these rights, please contact [email protected]. If you would like to submit a complaint about our use of your personal information or response to your requests regarding your personal information, you may contact us or submit a complaint to the data protection authority in your jurisdiction.

Corporate Events

If we are acquired by another company, whether by merger, acquisition, bankruptcy, or otherwise, that acquiring company would receive all personal information gathered by RegScale. In this event, you may be notified via email or a Website notice, of any change in ownership, uses of your personal information, and choices you may have regarding your personal information.

Links

This Website contains links to other sites. Please be aware we are not responsible for the content or privacy practices of other sites. We encourage our users to be aware when they leave our Website and to read the privacy statements of any other site that collects personal information.

Children Under Thirteen

RegScale does not knowingly collect personal information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this Website.

E-mail Communications

From time to time, RegScale may contact you to provide announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. If you would like to stop receiving marketing or promotional communications via email from RegScale, you may opt out of such communications by Clicking the “Unsubscribe” link in emails or on this Website.

Contact Information

RegScale welcomes your questions or comments regarding this Statement of Privacy; please contact RegScale at: [email protected] or

RegScale, Inc.
Attn: Legal
1775 Tysons Boulevard, Fifth Floor
Tysons, VA 22102 USA

Terms of Service

Effective as of January 15, 2024
 

Terms and Conditions of Use

Welcome to RegScale’s product website for RegScale (https://RegScale.com). Use of this site is governed by the Terms and Conditions set forth. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. The information and materials provided by RegScale may be used for informational purposes only. By using, accessing or downloading materials from this website you agree to follow the terms and provisions as outlined in this legal notice, which apply to all visits to the RegScale website, both now and in the future. RegScale may at anytime revise and update the Terms and Conditions. You are encouraged to periodically visit this page to review the most current Terms and Conditions to which you are bound. If you do not agree to these Terms and Condition of Use, please do not use this website.

Restrictions

You may view, download and copy information and materials available on this website solely for your personal, non-commercial use. You may also use such material within your organization in connection with the support of RegScale’s products. As a condition of use, you agree not to modify or revise any of the material in any manner, and to retain all copyright and other proprietary notices as contained in the original materials on any copies of the materials. No other use of the materials or information is authorized. Any violation of the foregoing may result in civil and/or criminal liabilities.

Ownership of Information and Materials

The information and any materials (including white papers, press releases, data sheets, product descriptions, and FAQs) available on or from this website are the copyrighted works of RegScale, and any unauthorized use of that information or materials may violate copyright, trademark and other laws. Any rights not expressly granted herein are reserved.

Feedback

All comments, feedback, information or materials submitted to RegScale through or in association with this website shall be considered non-confidential and RegScale’s property. By submitting such comments, information, feedback, or materials to RegScale, you agree to a no-charge assignment to RegScale of worldwide rights to use, copy, modify, display and distribute the submissions. RegScale may use such comments, information or materials in any way it chooses in an unrestricted basis.

Disclaimer

The RegScale team strives to provide you with useful, accurate, and timely information on this website. Accordingly, RegScale has attempted to provide accurate information and materials on this website but assumes no responsibility for the accuracy and completeness of that information or materials. RegScale may change the content of any information or materials available at this website, or to the products described in them, at any time without notice. However, RegScale makes no commitment to update the information or materials on this website which, as a result, may be out of date. Information and opinions expressed in bulletin boards or other forums are not necessarily those of RegScale. Neither RegScale, nor its officers, directors, employees, agents, distributors, or affiliates are responsible or liable for any loss damage (including, but not limited to, actual, consequential, or punitive), liability, claim, or other injury or cause related to or resulting from any information posted on RegScale’s website. RegScale reserves the right to revise these terms and/or legal restrictions at any time. You are responsible for reviewing this page from time to time to ensure compliance with the then-current terms and legal restrictions because they will be binding on you. Certain provisions of these terms and legal restrictions may be superseded by expressly designated legal notices or terms located on particular pages of this website. ALL INFORMATION AND MATERIALS AVAILABLE AT THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND REGSCALE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN NO EVENT SHALL ENVISION BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION ON THIS WEBSITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.

Termination of Use

RegScale may, in its sole discretion, terminate or suspend your access to all or part of the RegScale website, including, but not limited to any bulletin boards on its site, for any reason, including without limitation, breach of this agreement. In the event this agreement is terminated, the restrictions regarding materials appearing on the website and the representations and warranties, indemnities, and limitation of liabilities set forth in this agreement shall survive any such termination.

Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia exclusive of its choice of law principles. The Virginia state courts shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party hereby consents to the jurisdiction and venue of such courts.

General Provisions

If any provision of this agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this agreement and the remaining provisions of this agreement shall remain in force. This contains the entire agreement between you and RegScale concerning your use of the website, and the agreement shall not be modified, except in writing, signed by both parties. If you have questions regarding RegScale’s Terms and Conditions, please email: [email protected].

Date of Last Revision: February 16, 2024

RegScale Enterprise Software License Agreement

This RegScale Enterprise Software License Agreement (the “Agreement”) constitutes a legal agreement between the entity together with its Affiliates executing an Order Form (“Customer”) and RegScale, Inc., having its principal place of business at 1775 Tysons Boulevard, Fifth Floor, Tysons, VA 22102 (“RegScale”) (each, a “party” and collectively, the “parties”). CUSTOMER’S RIGHT TO USE THE SOFTWARE AND/OR PROFESSIONAL SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY EXECUTING AN ORDER FORM FOR SOFTWARE AND/OR PROFESSIONAL SERVICES, CUSTOMER UNCONDITIONALLY CONSENTS TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT. This Agreement is effective on the effective date of the Order Form (the “Effective Date”). This Agreement will allow Customer to procure a license to RegScale’s Software, obtain support for such Software, and/or obtain other professional services, either directly or from an authorized reseller of RegScale.

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

  1. Definitions.

 

“Affiliate” means, with respect to RegScale or Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity.

 “Authorized System” means a computer server that is owned or operated by, and is under the supervision and control of, Customer or RegScale as otherwise set forth in an Order Form.

Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed or made available to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information may include, but is not limited to, this Agreement and all Order Forms (including pricing), each party’s technical and business information, security information, finances, product road maps, and third-party audit reports and attestations.

Customer Data” means all electronic data submitted by or on behalf of Customer to the Software.

Documentation” means the written documentation, user guides, or specifications provided by RegScale to Customer or as may be made generally available for the Software License from time to time, as currently available at https://regscale.readme.io/.

Licensed Product” means the individual product(s) licensed by Customer as set forth in the applicable Order Form.

License Profile” means the scope and use case(s) of the Licensed Product(s) and other metrics as set forth in the applicable Order Form.

Malicious Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs.

Non-RegScale Application” means a web-based, offline, mobile, or other software application functionality that is provided by Customer or a third party and interoperates with the Software. Non-RegScale Applications are explicitly excluded from the definition of “Software”.

Order Form” means an ordering document for Customer’s purchases from RegScale that is executed by both parties.

Professional Services” means any professional services in relation to onboarding or otherwise that RegScale may provide to Customer, as further described in a statement of work and/or Order Form. Professional Services are explicitly excluded from the definition of “Software”.

Software” means the generally available, executable version of the product offerings provided by RegScale to Customer as set forth in an Order Form, that are hosted by RegScale, its third-party hosting providers, or Customer.

Support Services” means the support services provided by RegScale for the Software.

User” means individuals who are authorized by Customer to use the Software.

  1. Provision and Use of the Software.

    2.1.   Subscription Right of Access and Use. Subject to the terms and conditions of this Agreement and each applicable Order Form, RegScale grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable subscription term, to access and use the Software in accordance with the Documentation, solely for Customer’s internal business purposes on the applicable Authorized Systems. Customer agrees that its purchase of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written statements made with respect to future functionality or features. For Software hosted by Customer, Customer may make a reasonable number of backup copies of the Software for archival and disaster recovery purposes.

    2.2.   Support Services. During any applicable subscription term, RegScale will provide Support Services to Customer in accordance with RegScale’s then-current support policy.

    2.3.   Use Guidelines and Restrictions. Customer is responsible for all activities conducted under its and its Users’ logins to the Software. Customer shall use the Software in compliance with this Agreement, any applicable Order Form(s), the Documentation, and all applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Software, or any part thereof, or make it available to anyone other than its Users or otherwise commercially exploit the Software; (ii) send or store in the Software any underlying personal health data, credit card data, personal financial data, or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store malicious code or infringing or unlawful material in connection with the Software; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Software or the data contained therein; (v) modify, copy, or create derivative works based on the Software, or any portion thereof; (vi) access or manipulate Customer’s database outside of the RegScale environment; (vii) access the Software for the purpose of building a competitive product or service or copying its features or user interface; or (viii) reverse engineer, decompile or disassemble the Software.

    2.4.   Users. Customer will at all times be responsible for all actions taken under a User’s account and for any breach of this Agreement by its Users. Customer will promptly notify RegScale of any suspected or alleged unauthorized access to or use of the Software. Any use of the Software in breach of this Agreement by Customer or its Users that in RegScale’s reasonable judgment threatens the security, integrity, or availability of the Software may result in immediate suspension of Customer’s access to the Software; provided that RegScale will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy the violation or threat.

    2.5.   Customer License. In the event Customer’s License Profile and/or quantity of Licensed Products exceeds those set forth in an Order Form, Customer shall be responsible for all applicable overage fees. RegScale reserves the right to conduct periodic audits and reviews of Customer’s Licensed Products and License Profile. Customer agrees to cooperate and provide RegScale with access to all systems to conduct such audit and review.

    2.6.   Order Forms; Partner Orders. Except for renewal Order Forms as set forth in Section 10.1 hereof, Customer may place orders under this Agreement by executing Order Forms. Order Forms may specify further details for licensing metrics for the Software. Pursuant to a separate agreement between Customer and an authorized reseller or partner of RegScale (“Authorized Partner”), Customer may purchase from the Authorized Partner certain products or services to be delivered by RegScale. In the event Customer is purchasing through an Authorized Partner under an agreement between the Authorized Partner and Customer (the “Partner Agreement”), this Agreement will apply with regards to the terms and conditions under which such products or services will be provided to and used by Customer, with the exception of terms for price, payment, and other order-specific terms set forth in the Partner Agreement. Notwithstanding anything to the contrary, the Partner Agreement is between Customer and the Authorized Partner and is not binding on RegScale. In the event of a conflict between this Agreement and a Partner Agreement, this Agreement shall govern as between RegScale and Customer.

    2.7.   Professional Services. Customer and RegScale may enter into Statements of Work (“SOWs”) and/or Order Forms that describe specific Professional Services to be performed by RegScale with such SOWs and/or Order Forms to incorporate the terms of this Agreement. RegScale warrants that it will provide all Professional Services in a good, professional, and workmanlike manner consistent with applicable industry standards. Where applicable, while onsite at Customer’s premises for Professional Services, RegScale personnel will comply with reasonable Customer rules and regulations regarding any onsite visits that are made known to RegScale in advance.

    2.8.   Delivery of License Keys. As soon as commercially practicable after the Effective Date, RegScale will electronically deliver to Customer license key(s) for the Software, provided that any use of the Software will at all times remain subject to the limitations and restrictions set forth in Section 2.3. Unless set out in an Order Form or a mutually executed SOW, RegScale will have no obligation to install or configure the Software for or on behalf of Customer.

 

  1. Fees and Payment.

    3.1.   Fees. Customer will pay all fees set forth on all Order Form(s) hereunder. Except as otherwise specified herein, payment obligations are non-cancelable, and fees paid are non-refundable. Stated fees are based on the Software, Licensed Products, License Profile, or Professional Services purchased as set forth on an Order Form and not actual usage. In the event Customer exceeds the products and services set forth on an Order Form, overage charges shall apply based on RegScale’s then-current rates and Customer shall remit such charges to RegScale.

    3.2.   Invoicing; Payment. Unless otherwise specified on an Order Form, all fees are invoiced and payable in U.S. dollars and are invoiced annually at the start of the initial subscription term and in advance of each subscription anniversary date thereafter. All invoices issued by RegScale will be due and payable within thirty (30) days of the start date of the accompanying subscription term. On each anniversary of the subscription term RegScale may increase the then-current fees for the Software by the greater of eight percent (8%) or the percentage increase in the monthly Consumer Price Index, for All Items, U.S. City Average, All Urban Consumers (base year 1982-84 = 100), published by the United States Department of Labor, Bureau of Labor Statistics for the most recent twelve (12) month period preceding the date of the proposed increase (“CPI”). Fees set forth on Order Forms exclude all applicable sales, use, and other taxes. Any fees that are not paid when due are subject to interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event of any dispute of an invoice, Customer shall notify RegScale in writing within thirty (30) days of receipt of the invoice of the disputed amount and the reason for the dispute, and the parties agree to first attempt to negotiate promptly and in good faith a reasonable settlement of the disputed amount. RegScale reserves the right to suspend the license to use the Software in the event that Customer is delinquent on any undisputed (in good faith) late payment obligations for more than thirty (30) days following written notice of such late payment.

    3.3.   Taxes. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use, and withholding taxes), if any, associated with this Agreement or Customer’s receipt or use of the Software, except for taxes based on RegScale’s income, employees, or property. If RegScale is required to collect or pay any tax for which Customer is responsible, RegScale will invoice Customer and Customer will pay such taxes and duties directly to RegScale unless Customer provides RegScale with a valid tax exemption certificate authorized by the appropriate taxing authority.

  2. Intellectual Property.

    4.1.   Customer Data. As between RegScale and Customer, Customer owns all Customer Data. Customer grants to RegScale, its Affiliates and applicable contractors and/or service providers a limited-term license to host, copy, transmit, and display Customer Data, as reasonably necessary for RegScale to provide the Software or Support Services. Customer shall at all times remain responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data.

    4.2.   Ownership. Except for the limited rights expressly granted under this Agreement, RegScale and its licensors retain all right, title, and interest in and to the Software, Documentation, Usage Data, and Professional Services (and any copies, enhancements, modifications, or derivative works thereof for each of the Software, Documentation, and Professional Services), including all related intellectual property rights inherent therein. No rights are granted to Customer hereunder other than as expressly set forth herein.

    4.3.   Feedback. RegScale shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the operation of the Software. Customer shall have no obligation to provide feedback or suggestions, and RegScale shall have no obligation to use feedback or suggestions.

    4.4.   Usage Data. RegScale owns the statistical usage data derived from the operation of the Software (“Usage Data”). Nothing herein shall be construed as prohibiting RegScale from utilizing the Usage Data, provided that any such Usage Data shall be aggregated and de-identified so that it will not disclose the identity of Customer or any User(s) to any third party.

    4.5   Third Party Software and Content. Certain items of software and content may be provided to Customer with the Software and are subject to third party proprietary licenses or “open source” or “free software” licenses (“Third Party Material”), some of which may be owned by third parties. The Third Party Material is not subject to the terms and conditions of this Agreement. Instead, each item of Third Party Material is licensed under the terms of the end-user license that accompanies such Third Party Material. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end-user license for the Third Party Material. If required by any license for particular Third Party Material, RegScale makes such Third Party Material, and RegScale’s modifications to that Third Party Material, available by written request. If Customer elects to integrate Third Party Material with the Software, Customer agrees that the Software may access its Third Party Material account to enable interoperation between (including, if applicable, the exchange and transmission of data) the Software and the applicable Third Party Material. Furthermore, Customer may be required to adhere to additional requirements as set forth in the Documentation to enable integrations with certain Third Party Material. If the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Software features on reasonable terms, RegScale may cease providing those Software features without entitling Customer to any refund, credit, or other compensation. Customer shall enter into a separate agreement with Network Frontiers, LLC if Customer desires to use the Unified Compliance Framework included within the Software, with such agreement available at https://commoncontrolshub.com/legal/.  Customer shall enter into a separate agreement with the American National Standards Institute, Inc. (“ANSI”) if Customer desires to use International Organization for Standardization (“ISO”) content within the Software, with such detail available by contacting [email protected]. For the avoidance of doubt, this Agreement does not govern Customer’s use of the Unified Compliance Framework, ANSI, or ISO. RegScale assumes no responsibility for, and specifically disclaims any liability, warranty, and obligation with respect to Third Party Material, whether or not they are recommended or approved by RegScale.

    4.6.   ML Functionality.  Machine learning-based and/or model capabilities (“ML Functionality”) from third-party providers may be offered to Customer and licensed under the end-user license that accompanies such ML Functionality. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end-user license for the ML Functionality. Customer may, at its sole discretion, share Customer Data with or otherwise utilize such ML Functionality solely on an opt-in basis. Customer is solely responsible for Customer’s ML content, including compliance with applicable laws and this Agreement. Other users providing similar inputs to RegScale ML Functionality may receive the same or similar outputs. RegScale makes no representation or warranty, has no indemnity obligation or liability, regarding the use or performance of such ML Functionality and any use is solely at Customer’s own risk. The ML Functionality is “as is”.

  3. Confidentiality.

    5.1.   Protection of Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party may disclose Confidential Information to its Affiliates and service providers on a need-to-know basis, and such Affiliates and service providers may use such Confidential Information, in each case only for the purposes of fulfilling Receiving Party’s obligations under this Agreement. The Receiving Party shall be liable to the Disclosing Party for all actions and omissions of its Affiliates and service providers with respect to such information as if such actions and omissions were those of the Receiving Party hereunder. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care), and promptly notify the Disclosing Party upon discovery of any unauthorized access or acquisition of Confidential Information and reasonably cooperate with the Disclosing Party’s efforts to prevent, investigate, and remediate the breach of confidentiality.

    5.2.   Limitations. Receiving Party will not have any obligations under this Agreement with respect to any portion of the Confidential Information that: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information as evidenced by written records. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

    5.3.   Retention of Confidential Information. Upon a party’s written request, the other party will return, erase, delete, or destroy all copies of Confidential Information of the other party whether or not modified or merged into other materials, and certify in writing to the other party that such party has fully complied with these requirements. A party may retain archived copies of Confidential Information as required by applicable law or its data retention policies, provided that all such copies remain subject to the restrictions herein for so long as they are retained.

    5.4.   Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

  1. Data Security and Data Privacy.

    6.1.   Data Security and Data Privacy. RegScale agrees to maintain commercially reasonable data security policies, procedures, and controls that include appropriate administrative, technical, and physical safeguards. Each party agrees to comply with the requirements of all applicable state, national, and international laws and regulations and all applicable industry standards regarding the security, protection, and confidentiality of personally identifiable information with respect to the use of or provision of the Software. RegScale reserves the right to suspend the Software provided to Customer if RegScale reasonably determines that Customer’s use of the Software poses any security or vulnerability risk or is a reasonable threat to the technical security or technical integrity of the Software, provided that RegScale will promptly recommence performance upon cessation of the threat. Notwithstanding any provision to the contrary in the Agreement, Customer acknowledges and agrees that use of the Software to transmit, process, or store underlying highly sensitive personal data such as social security numbers, passport or government assigned identification numbers, financial account numbers, payment card or other cardholder data, health or medical information, or any information that reveals racial or ethnic origin, political opinions, religious beliefs, or genetic or biometric data, is unnecessary for use of the Software and therefore Customer shall be solely responsible for the transmission and processing of any such data, all of which is solely at Customer’s own risk.

 

  1. Warranties.

    7.1.   General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

    7.2.   Performance Warranty. RegScale warrants that the Software will perform materially in accordance with the applicable Documentation. The foregoing only applies if the applicable Software has been utilized by Customer in accordance with the Documentation, this Agreement, and any applicable Order Form(s). RegScale will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct the non-performing Software, and in the event that RegScale is unable to correct the Software, Customer shall be entitled to terminate the non-conforming Software and receive a refund of any unused, prepaid fees covering the remainder of the subscription term after the date of termination for such non-conforming Software.

    7.3.   Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, REGSCALE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS AND REGSCALE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. REGSCALE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION AND RESULTS OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REGSCALE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY HEREIN. REGSCALE MAKES NO WARRANTY REGARDING ANY NON-REGSCALE APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE.

  1. Indemnification.

    8.1.   Indemnification by RegScale. Subject to the terms and conditions of this Agreement, RegScale will defend Customer from any and all claims, demands, suits, or proceedings brought against Customer by a third party alleging that the Software, as provided by RegScale to Customer under this Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of any third party under United States law (each, an “Infringement Claim”). RegScale will indemnify Customer for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by RegScale, in connection with an Infringement Claim. In the event of an Infringement Claim, RegScale may, at its option: (i) obtain the right to permit Customer to continue using the Software, (ii) modify or replace the relevant portion(s) of the Software with a non-infringing alternative having substantially equivalent performance, or (iii) terminate this Agreement as to the infringing Software and provide a refund of any unused, prepaid fees for the infringing software covering the remainder of the subscription term after the date of termination. Notwithstanding the foregoing, RegScale will have no liability for any Infringement Claim of any kind to the extent that it results from: (a) modifications to the Software made by a party other than RegScale, (b) the combination of the Software with other products, processes, or technologies (where the infringement would have been avoided but for such combination), or (c) Customer’s use of the Software other than in accordance with the Documentation, this Agreement, and any applicable Order Form (where the infringement would have been avoided but for such improper usage). This Section 8.1 states RegScale’s entire liability and the Customer’s exclusive remedy for any claims of infringement.

    8.2.   Indemnification by Customer. Subject to the terms and conditions of this Agreement, Customer will defend RegScale from any and all claims brought against RegScale by a third party alleging a violation of a third party’s rights arising from Customer’s provision or use of the Customer Data. Customer will indemnify RegScale for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer, in connection with such claims.

    8.3.   Procedure. The party seeking indemnity under this Section 8 is required to comply with the following in order to be entitled to the defense and indemnification obligations of the other party: the indemnified party must (i) promptly notify the indemnifying party in writing of the claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (ii) give the indemnifying party sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying party to defend the claim; and (iii) cooperate and, at the indemnifying party’s request and expense, assist in such defense.

  1. Limitation of Liability.

    9.1.   Limitation of Liability. NEITHER PARTY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

    9.2.  Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR (i) ERROR OR INTERRUPTION OF USE, LOSS, OR INACCURACY OR CORRUPTION OF DATA, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY (iii) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (iv) LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    9.3.   Limitations. The limitations set forth in Sections 9.1 and 9.2 shall not apply to: (i) the obligations set forth in Section 8 (Indemnification), (ii) violation or misappropriation of a party’s intellectual property rights, (iii) damages arising from a breach by Customer of Section 2.3 (Use Guidelines and Restrictions), and (iv) damages arising from either party’s gross negligence or willful misconduct.

  1. Term and Termination.

    10.1.   Term. This Agreement commences on the Effective Date and continues for as long as the subscription term set forth in any related and/or subsequent Order Form(s), unless earlier terminated as set forth herein. Subscription term(s) are as set forth on each applicable Order Form and will automatically renew for successive one-year periods at prices in accordance with Section 3, or as otherwise set forth on the Order Form, unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then-current subscription term.

    10.2.   Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach of this Agreement by the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    10.3.   Effects of Termination. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer (including all Order Forms) will immediately terminate and Customer must promptly discontinue use of the Software. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to RegScale prior to the effective date of termination. Upon any termination for cause by Customer, RegScale shall refund Customer any unused, prepaid fees covering the remainder of the subscription term after the date of termination. If this Agreement is terminated by RegScale for cause, Customer shall remain responsible for any payments set forth on any outstanding Order Forms, regardless of whether such amounts have been invoiced or are payable at the time of such termination.

    10.4.   Survival. Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.

  1. General.

    11.1.  Insurance. Throughout the term of this Agreement, RegScale shall, at its own cost, maintain commercially reasonable insurance coverage. RegScale will provide evidence of such insurance to Customer upon reasonable written request.

    11.2.   Governing Law; Attorneys’ Fees. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby consents to the exclusive and personal jurisdiction and venue in the state and federal courts serving the Commonwealth of Virginia. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury. The English language version of this Agreement shall govern in lieu of any translation. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.

    11.3.   Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.

    11.4.   Notices. All notices under this Agreement shall be in writing and may be sent by electronic mail. Notices shall be deemed to have been given upon the second business day after sending by email. Notices to RegScale shall be sent to [email protected]. Notices to Customer may be sent to the individual that executed this Order Form on behalf of Customer by email, or at the address listed on the most recent executed Order Form.

    11.5.   Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or RegScale without the other party’s prior written consent, which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms) without such consent to its successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

    11.6.   Publicity. Either party may include the other’s name and logo in customer or vendor lists on such party’s website and marketing collateral.

    11.7.   Force Majeure. Neither party will be liable for any failure in performance due to circumstances beyond such party’s reasonable control, including without limitation, acts of God; acts of government; flood; fire; earthquakes; civil unrest; acts of terror; strikes; or other labor problems (other than those involving such party’s employees); computer, telecommunications, internet service provider, or hosting facility failures or delays involving hardware, software, or power systems not within such party’s possession or reasonable control; and denial of service attacks. For the avoidance of doubt, a force majeure event shall not include (a) financial distress, (b) changes in the market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.

    11.8.   Export; Anti-Bribery. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Software in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. Both parties agree to fully comply with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”) and/or the Organization for Economic Cooperation and Development (“OECD”) prohibiting foreign bribery and improper payments. RegScale agrees not to provide, and Customer agrees that it has not received or been offered, any illegal or improper bribe, kickback, payment, gift, or thing of value from any RegScale employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the foregoing, such party will use reasonable efforts to promptly notify the other party.

    11.9.   Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (“FAR”), Customer acknowledges that elements of the Software constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government Customer as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense (“DOD“), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS“) and its successors. This U.S. Government End User Section 11.9 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

    11.10.   Headings; Severability; Waiver. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each section. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

    11.11.   Entire Agreement. This Agreement, including all referenced hyperlinks, any attached schedules and exhibits, together with the Order Form(s) constitutes the final agreement between the parties, and is the complete and exclusive expression of the parties’ agreement pertaining to the subject matter hereof. Any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly superseded by this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form between RegScale and Customer and (2) this Agreement. RegScale reserves the right to change this Agreement at any time, but if RegScale makes such changes, RegScale will note the update on https://regscale.com/legal/, by sending Customer an email, and/or by some other means. RegScale will also change the date at the top of this Agreement. If Customer uses the Software and/or Professional Services in any way after a change is effective, that means Customer agrees to all of the changes. Except for changes by RegScale as described herein, no other amendment or modification of this Agreement will be effective unless in writing and signed by both Customer and RegScale.

Date of Last Revision: February 16, 2024

RegScale Managed Services Provider License Agreement

This RegScale Managed Services Provider License Agreement (the “Agreement”) constitutes a legal agreement between the entity together with its Affiliates executing an Order Form (“MSP”) and RegScale, Inc., having its principal place of business at 1775 Tysons Boulevard, Fifth Floor, Tysons, VA 22102 (“RegScale”) (each, a “party” and collectively, the “parties”). MSP’S RIGHT TO USE THE SOFTWARE, MSP SERVICES, AND/OR PROFESSIONAL SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY EXECUTING AN ORDER FORM FOR THE SOFTWARE, MSP SERVICES, AND/OR PROFESSIONAL SERVICES, MSP UNCONDITIONALLY CONSENTS TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT. This Agreement is effective on the effective date of the Order Form (the “Effective Date”). This Agreement will allow MSP to procure a license to RegScale’s Software, obtain support for such Software, and/or obtain other professional services, for the purposes of providing MSP Services to Customer(s).

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

  1.  Definitions.

“Affiliate” means, with respect to RegScale or MSP, any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity.

in an Order Form.

Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed or made available to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information may include, but is not limited to, this Agreement and all Order Forms (including pricing), each party’s technical and business information, security information, finances, product road maps, and third-party audit reports and attestations.

MSP Data” means all electronic data submitted by or on behalf of MSP and/or the Customer to the Software.

Documentation” means the written documentation, user guides, or specifications provided by RegScale to MSP or as may be made generally available for the Software License from time to time, as currently available at https://regscale.readme.io/.

“Customer” means any individual customer of MSP to whom MSP provides MSP Services solely on behalf and for the benefit of such customer in the operation of such individual’s business.

Licensed Product” means the individual product(s) licensed by MSP as set forth in the applicable Order Form.

License Profile” means the scope and use case(s) of the Licensed Product(s) and other metrics as set forth in the applicable Order Form.

Malicious Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs.

MSP Services” means, as indicated in the applicable Order Form(s), (i) the services MSP provides where it acts as a managed services provider by providing the Software for the benefit of the Customer(s) or (ii) the use of the Software by the MSP to provide services for the benefit of a Customer for a time-limited period.

Non-RegScale Application” means a web-based, offline, mobile, or other software application functionality that is provided by MSP or a third party and interoperates with the Software. Non-RegScale Applications are explicitly excluded from the definition of “Software”.

Order Form” means an ordering document for MSP’s purchases from RegScale that is executed by both parties.

Professional Services” means any professional services in relation to onboarding or otherwise that RegScale may provide to MSP, as further described in a statement of work and/or Order Form. Professional Services are explicitly excluded from the definition of “Software”.

Software” means the generally available, executable version of the product offerings provided by RegScale to MSP as set forth in an Order Form, that are hosted by RegScale, its third-party hosting providers, or MSP.

Support Services” means the support services provided by RegScale for the Software.

User” means individuals who are authorized by MSP to use the Software.

  1. Provision and Use of the Software.

    2.1.   Subscription Right of Access and Use. Subject to the terms and conditions of this Agreement and each applicable Order Form, RegScale grants to MSP a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable subscription term, to access and use the Software in accordance with the Documentation, solely for the purposes of providing the MSP Services to the Customer(s). MSP agrees that its purchase of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written statements made with respect to future functionality or features. For Software hosted by MSP, MSP may make a reasonable number of backup copies of the Software for archival and disaster recovery purposes.

    2.2.   Support Services. During any applicable subscription term, RegScale will provide Support Services to MSP in accordance with RegScale’s then-current support policy.

    2.3.   Use Guidelines and Restrictions. MSP is responsible for all activities conducted under its and its Users’ logins to the Software. MSP shall use the Software in compliance with this Agreement, any applicable Order Form(s), the Documentation, and all applicable laws and shall not, and will ensure that the Customer(s): (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Software, or any part thereof, or make it available to anyone other than its Users or otherwise commercially exploit the Software; (ii) send or store in the Software any underlying personal health data, credit card data, personal financial data, or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store malicious code or infringing or unlawful material in connection with the Software; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Software or the data contained therein; (v) modify, copy, or create derivative works based on the Software, or any portion thereof; (vi) access or manipulate MSP’s database outside of the RegScale environment; (vii) access the Software for the purpose of building a competitive product or service or copying its features or user interface; (viii) reverse engineer, decompile or disassemble the Software; or (ix) where the MSP is using the Software to provide services for the benefit of a Customer for a time-limited period, use an individual Licensed Product for more than one Customer at a time (for the avoidance of doubt, concurrent use of an individual Licensed Product is not permitted).

    2.4.   Users. MSP will at all times be responsible for all actions taken under an Customer and/or User’s account and for any breach of this Agreement by its Customers and/or Users. MSP will promptly notify RegScale of any suspected or alleged unauthorized access to or use of the Software. Any use of the Software in breach of this Agreement by MSP or its Users that in RegScale’s reasonable judgment threatens the security, integrity, or availability of the Software may result in immediate suspension of MSP’s access to the Software; provided that RegScale will use commercially reasonable efforts to provide MSP with notice and an opportunity to remedy the violation or threat.

    2.5.   MSP License. In the event MSP’s License Profile and/or quantity of Licensed Products exceeds those set forth in an Order Form, MSP shall be responsible for all applicable overage fees. RegScale reserves the right to conduct periodic audits and reviews of MSP’s Licensed Products and License Profile. MSP agrees to cooperate and provide RegScale with access to all systems to conduct such audit and review.

    2.6.   Order Forms. Except for renewal Order Forms as set forth in Section 10.1 hereof, MSP may place orders under this Agreement by executing Order Forms. Order Forms may specify further details regarding the Customer(s), Users, Licensed Product(s), and License Profile(s), and for the Software.

    2.7.   Professional Services. MSP and RegScale may enter into Statements of Work (“SOWs”) and/or Order Forms that describe specific Professional Services to be performed by RegScale with such SOWs and/or Order Forms to incorporate the terms of this Agreement. RegScale warrants that it will provide all Professional Services in a good, professional, and workmanlike manner consistent with applicable industry standards. Where applicable, while onsite at MSP’s premises for Professional Services, RegScale personnel will comply with reasonable MSP rules and regulations regarding any onsite visits that are made known to RegScale in advance.

    2.8.   Delivery of License Keys. As soon as commercially practicable after the Effective Date, RegScale will electronically deliver to MSP license key(s) for the Software, provided that any use of the Software will at all times remain subject to the limitations and restrictions set forth in Section 2.3. Unless set out in an Order Form or a mutually executed SOW, RegScale will have no obligation to install or configure the Software for or on behalf of MSP.

    2.9.  Customer Agreements. MSP will be solely responsible for providing its MSP Services to the Customer(s). RegScale will have no liability to any Customer with respect to MSP’s use of Software, whether such use is on Customer’s behalf or otherwise. Without limiting the foregoing, MSP represents and warrants that it has or will enter into a written agreement with the Customer that contains, at a minimum, terms and conditions substantially similar to those found in this Agreement. MSP acknowledges and agrees that it will be responsible for all acts and omissions of Customers, and any act or omission by a Customer which, if undertaken by MSP, would constitute a breach of this Agreement, will be deemed a breach of this Agreement by MSP. Nothing in this Agreement shall limit RegScale’s abilities or any other agreement that RegScale may separately provide and/or enter into directly with a Customer.

  1. Fees and Payment.

    3.1.   Fees. MSP will pay all fees set forth on all Order Form(s) hereunder. Except as otherwise specified herein, payment obligations are non-cancelable, and fees paid are non-refundable. Stated fees are based on the Software, Licensed Products, License Profile, or Professional Services purchased as set forth on an Order Form and not actual usage. In the event MSP exceeds the products and services set forth on an Order Form, overage charges shall apply based on RegScale’s then-current rates and MSP shall remit such charges to RegScale.

    3.2.   Invoicing; Payment. Unless otherwise specified on an Order Form, all fees are invoiced and payable in U.S. dollars and are invoiced annually at the start of the initial subscription term and in advance of each subscription anniversary date thereafter. All invoices issued by RegScale will be due and payable within thirty (30) days of the start date of the accompanying subscription term. On each anniversary of the subscription term RegScale may increase the then-current fees for the Software by the greater of eight percent (8%) or the percentage increase in the monthly Consumer Price Index, for All Items, U.S. City Average, All Urban Consumers (base year 1982-84 = 100), published by the United States Department of Labor, Bureau of Labor Statistics for the most recent twelve (12) month period preceding the date of the proposed increase (“CPI”). Fees set forth on Order Forms exclude all applicable sales, use, and other taxes. Any fees that are not paid when due are subject to interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event of any dispute of an invoice, MSP shall notify RegScale in writing within thirty (30) days of receipt of the invoice of the disputed amount and the reason for the dispute, and the parties agree to first attempt to negotiate promptly and in good faith a reasonable settlement of the disputed amount. RegScale reserves the right to suspend the license to use the Software in the event that MSP is delinquent on any undisputed (in good faith) late payment obligations for more than thirty (30) days following written notice of such late payment.

    3.3.   Taxes. MSP will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use, and withholding taxes), if any, associated with this Agreement or MSP’s receipt or use of the Software, except for taxes based on RegScale’s income, employees, or property. If RegScale is required to collect or pay any tax for which MSP is responsible, RegScale will invoice MSP and MSP will pay such taxes and duties directly to RegScale unless MSP provides RegScale with a valid tax exemption certificate authorized by the appropriate taxing authority.

    3.4.   MSP Operating Expenses. As between the Parties, MSP will bear all expenses incurred in the performance of its obligations or exercise of its rights hereunder.

  1. Intellectual Property.

    4.1.   MSP Data. As between RegScale and MSP, MSP owns all MSP Data. MSP grants to RegScale, its Affiliates and applicable contractors and/or service providers a limited-term license to host, copy, transmit, and display MSP Data, as reasonably necessary for RegScale to provide the Software or Support Services. MSP shall at all times remain responsible for the accuracy, quality, and legality of MSP Data and the means by which MSP acquired MSP Data.

    4.2.   Ownership. Except for the limited rights expressly granted under this Agreement, RegScale and its licensors retain all right, title, and interest in and to the Software, Documentation, Usage Data, and Professional Services (and any copies, enhancements, modifications, or derivative works thereof for each of the Software, Documentation, and Professional Services), including all related intellectual property rights inherent therein. No rights are granted to MSP hereunder other than as expressly set forth herein.

    4.3.   Feedback. RegScale shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations, or other feedback provided by MSP or its Users relating to the operation of the Software. MSP shall have no obligation to provide feedback or suggestions, and RegScale shall have no obligation to use feedback or suggestions.

    4.4.   Usage Data. RegScale owns the statistical usage data derived from the operation of the Software (“Usage Data”). Nothing herein shall be construed as prohibiting RegScale from utilizing the Usage Data, provided that any such Usage Data shall be aggregated and de-identified so that it will not disclose the identity of MSP or any User(s) to any third party.

    4.5.   Third Party Software and Content. Certain items of software and content may be provided to MSP with the Software and are subject to third party proprietary licenses or “open source” or “free software” licenses (“Third Party Material”), some of which may be owned by third parties. The Third Party Material is not subject to the terms and conditions of this Agreement. Instead, each item of Third Party Material is licensed under the terms of the end-user license that accompanies such Third Party Material. Nothing in this Agreement limits MSP’s rights under, or grants MSP rights that supersede, the terms and conditions of any applicable end-user license for the Third Party Material. If required by any license for particular Third Party Material, RegScale makes such Third Party Material, and RegScale’s modifications to that Third Party Material, available by written request. If MSP elects to integrate Third Party Material with the Software, MSP agrees that the Software may access its Third Party Material account to enable interoperation between (including, if applicable, the exchange and transmission of data) the Software and the applicable Third Party Material. Furthermore, MSP may be required to adhere to additional requirements as set forth in the Documentation to enable integrations with certain Third Party Material. If the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Software features on reasonable terms, RegScale may cease providing those Software features without entitling MSP to any refund, credit, or other compensation. MSP shall enter into a separate agreement with Network Frontiers, LLC if MSP desires to use the Unified Compliance Framework included within the Software, with such agreement available at https://commoncontrolshub.com/legal/.  MSP shall enter into a separate agreement with the American National Standards Institute, Inc. (“ANSI”) if MSP desires to use International Organization for Standardization (“ISO”) content within the Software, with such detail available by contacting [email protected]. For the avoidance of doubt, this Agreement does not govern MSP or Customer’s use of the Unified Compliance Framework, ANSI, or ISO. RegScale assumes no responsibility for, and specifically disclaims any liability, warranty, and obligation with respect to Third Party Material, whether or not they are recommended or approved by RegScale.

    4.6.   ML Functionality.  Machine learning-based and/or model capabilities (“ML Functionality”) from third-party providers may be offered to MSP and licensed under the end-user license that accompanies such ML Functionality. Nothing in this Agreement limits MSP’s rights under, or grants MSP rights that supersede, the terms and conditions of any applicable end-user license for the ML Functionality. MSP may, at its sole discretion, share MSP Data with or otherwise utilize such ML Functionality solely on an opt-in basis. MSP is solely responsible for MSP and Customer’s ML content, including compliance with applicable laws and this Agreement. Other users providing similar inputs to RegScale ML Functionality may receive the same or similar outputs. RegScale makes no representation or warranty, has no indemnity obligation or liability, regarding the use or performance of such ML Functionality and any use is solely at MSP’s own risk. The ML Functionality is “as is”.

  2. Confidentiality.
    5.1.   Protection of Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party may disclose Confidential Information to its Affiliates and service providers on a need-to-know basis, and such Affiliates and service providers may use such Confidential Information, in each case only for the purposes of fulfilling Receiving Party’s obligations under this Agreement. The Receiving Party shall be liable to the Disclosing Party for all actions and omissions of its Affiliates and service providers with respect to such information as if such actions and omissions were those of the Receiving Party hereunder. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care), and promptly notify the Disclosing Party upon discovery of any unauthorized access or acquisition of Confidential Information and reasonably cooperate with the Disclosing Party’s efforts to prevent, investigate, and remediate the breach of confidentiality.

    5.2.   Limitations. Receiving Party will not have any obligations under this Agreement with respect to any portion of the Confidential Information that: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information as evidenced by written records. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

    5.3.   Retention of Confidential Information. Upon a party’s written request, the other party will return, erase, delete, or destroy all copies of Confidential Information of the other party whether or not modified or merged into other materials, and certify in writing to the other party that such party has fully complied with these requirements. A party may retain archived copies of Confidential Information as required by applicable law or its data retention policies, provided that all such copies remain subject to the restrictions herein for so long as they are retained.

    5.4.   Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

  3. Data Security and Data Privacy.

    6.1.   Data Security and Data Privacy. RegScale agrees to maintain commercially reasonable data security policies, procedures, and controls that include appropriate administrative, technical, and physical safeguards. Each party agrees to comply with the requirements of all applicable state, national, and international laws and regulations and all applicable industry standards regarding the security, protection, and confidentiality of personally identifiable information with respect to the use of or provision of the Software. RegScale reserves the right to suspend the Software provided to MSP if RegScale reasonably determines that MSP’s use of the Software poses any security or vulnerability risk or is a reasonable threat to the technical security or technical integrity of the Software, provided that RegScale will promptly recommence performance upon cessation of the threat. Notwithstanding any provision to the contrary in the Agreement, MSP acknowledges and agrees that use of the Software to transmit, process, or store underlying highly sensitive personal data such as social security numbers, passport or government assigned identification numbers, financial account numbers, payment card or other cardholder data, health or medical information, or any information that reveals racial or ethnic origin, political opinions, religious beliefs, or genetic or biometric data, is unnecessary for use of the Software and therefore MSP shall be solely responsible for the transmission and processing of any such data, all of which is solely at MSP’s own risk. 

  1. Warranties.

    7.1.   General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

    7.2.   Performance Warranty. RegScale warrants that the Software will perform materially in accordance with the applicable Documentation. The foregoing only applies if the applicable Software has been utilized by MSP in accordance with the Documentation, this Agreement, and any applicable Order Form(s). RegScale will, at its own expense and as its sole obligation and MSP’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct the non-performing Software, and in the event that RegScale is unable to correct the Software, MSP shall be entitled to terminate the non-conforming Software and receive a refund of any unused, prepaid fees covering the remainder of the subscription term after the date of termination for such non-conforming Software.

    7.3.   Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, REGSCALE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS AND REGSCALE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. REGSCALE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION AND RESULTS OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REGSCALE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY HEREIN. REGSCALE MAKES NO WARRANTY REGARDING ANY NON-REGSCALE APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE.

    7.4.   MSP Warranty. MSP represents and warrants to and agrees with RegScale that it shall not make any representations, warranties, conditions, or guarantees to Customers with respect to the Software that are inconsistent with or in addition to those made by RegScale.

  2. Indemnification.
    8.1.   Indemnification by RegScale. Subject to the terms and conditions of this Agreement, RegScale will defend MSP from any and all claims, demands, suits, or proceedings brought against MSP by a third party alleging that the Software, as provided by RegScale to MSP under this Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of any third party under United States law (each, an “Infringement Claim”). RegScale will indemnify MSP for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by RegScale, in connection with an Infringement Claim. In the event of an Infringement Claim, RegScale may, at its option: (i) obtain the right to permit MSP to continue using the Software, (ii) modify or replace the relevant portion(s) of the Software with a non-infringing alternative having substantially equivalent performance, or (iii) terminate this Agreement as to the infringing Software and provide a refund of any unused, prepaid fees for the infringing software covering the remainder of the subscription term after the date of termination. Notwithstanding the foregoing, RegScale will have no liability for any Infringement Claim of any kind to the extent that it results from: (a) modifications to the Software made by a party other than RegScale, (b) the combination of the Software with other products, processes, or technologies (where the infringement would have been avoided but for such combination), or (c) MSP’s use of the Software other than in accordance with the Documentation, this Agreement, and any applicable Order Form (where the infringement would have been avoided but for such improper usage). This Section 8.1 states RegScale’s entire liability and the MSP’s exclusive remedy for any claims of infringement.

    8.2.   Indemnification by MSP. Subject to the terms and conditions of this Agreement, MSP will defend RegScale from any and all claims brought against RegScale by a third party (i) arising from or in connection with the MSP Services offered by MSP; or (ii) alleging a violation of a third party’s rights arising from MSP’s provision or use of the MSP Data. MSP will indemnify RegScale for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by MSP, in connection with such claims.

    8.3.   Procedure. The party seeking indemnity under this Section 8 is required to comply with the following in order to be entitled to the defense and indemnification obligations of the other party: the indemnified party must (i) promptly notify the indemnifying party in writing of the claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (ii) give the indemnifying party sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying party to defend the claim; and (iii) cooperate and, at the indemnifying party’s request and expense, assist in such defense.

  3. Limitation of Liability.

    9.1.   Limitation of Liability. NEITHER PARTY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY MSP HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT MSP’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

    9.2.   Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR (i) ERROR OR INTERRUPTION OF USE, LOSS, OR INACCURACY OR CORRUPTION OF DATA, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY (iii) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (iv) LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    9.3.   Limitations. The limitations set forth in Sections 9.1 and 9.2 shall not apply to: (i) the obligations set forth in Section 8 (Indemnification), (ii) violation or misappropriation of a party’s intellectual property rights, (iii) damages arising from a breach by MSP of Section 2.3 (Use Guidelines and Restrictions), and (iv) damages arising from either party’s gross negligence or willful misconduct.

  1. Term and Termination.

    10.1.   Term. This Agreement commences on the Effective Date and continues for as long as the subscription term set forth in any related and/or subsequent Order Form(s), unless earlier terminated as set forth herein. Subscription term(s) are as set forth on each applicable Order Form and will automatically renew for successive one-year periods at prices in accordance with Section 3, or as otherwise set forth on the Order Form, unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then-current subscription term.

    10.2.   Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach of this Agreement by the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    10.3.   Effects of Termination. Upon termination of this Agreement for any reason, all rights and subscriptions granted to MSP (including all Order Forms) will immediately terminate and MSP must promptly discontinue use of the Software. Termination shall not relieve MSP of the obligation to pay any fees accrued or payable to RegScale prior to the effective date of termination. Upon any termination for cause by MSP, RegScale shall refund MSP any unused, prepaid fees covering the remainder of the subscription term after the date of termination. If this Agreement is terminated by RegScale for cause, MSP shall remain responsible for any payments set forth on any outstanding Order Forms, regardless of whether such amounts have been invoiced or are payable at the time of such termination.

    10.4   Survival. Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.

  1. General.

    11.1.   Insurance. Throughout the term of this Agreement, RegScale shall, at its own cost, maintain commercially reasonable insurance coverage. RegScale will provide evidence of such insurance to MSP upon reasonable written request.

    11.2.   Governing Law; Attorneys’ Fees. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby consents to the exclusive and personal jurisdiction and venue in the state and federal courts serving the Commonwealth of Virginia. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury. The English language version of this Agreement shall govern in lieu of any translation. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.

    11.3.   Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.

    11.4.   Notices. All notices under this Agreement shall be in writing and may be sent by electronic mail. Notices shall be deemed to have been given upon the second business day after sending by email. Notices to RegScale shall be sent to [email protected]. Notices to MSP may be sent to the individual that executed this Order Form on behalf of MSP by email, or at the address listed on the most recent executed Order Form.

    11.5   Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by MSP or RegScale without the other party’s prior written consent, which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms) without such consent to its successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

    11.6.   Publicity. Either party may include the other’s name and logo in customer or vendor lists on such party’s website and marketing collateral.

    11.7.   Force Majeure. Neither party will be liable for any failure in performance due to circumstances beyond such party’s reasonable control, including without limitation, acts of God; acts of government; flood; fire; earthquakes; civil unrest; acts of terror; strikes; or other labor problems (other than those involving such party’s employees); computer, telecommunications, internet service provider, or hosting facility failures or delays involving hardware, software, or power systems not within such party’s possession or reasonable control; and denial of service attacks. For the avoidance of doubt, a force majeure event shall not include (a) financial distress, (b) changes in the market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.

    11.8.   Export; Anti-Bribery. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and MSP will not access or use the Software in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. Both parties agree to fully comply with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”) and/or the Organization for Economic Cooperation and Development (“OECD”) prohibiting foreign bribery and improper payments. RegScale agrees not to provide, and MSP agrees that it has not received or been offered, any illegal or improper bribe, kickback, payment, gift, or thing of value from any RegScale employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the foregoing, such party will use reasonable efforts to promptly notify the other party.

    11.9.   Government Customer. If MSP is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (“FAR”), MSP acknowledges that elements of the Software constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government MSP as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense (“DOD“), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS“) and its successors. This U.S. Government Customer Section 11.9 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

    11.10.   Headings; Severability; Waiver. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each section. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

    11.11.   Entire Agreement. This Agreement, including all referenced hyperlinks, any attached schedules and exhibits, together with the Order Form(s) constitutes the final agreement between the parties, and is the complete and exclusive expression of the parties’ agreement pertaining to the subject matter hereof. Any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly superseded by this Agreement. The parties agree that any term or condition stated in MSP’s purchase order or in any other MSP order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form between RegScale and MSP and (2) this Agreement. RegScale reserves the right to change this Agreement at any time, but if RegScale makes such changes, RegScale will note the update on https://regscale.com/legal/, by sending MSP an email, and/or by some other means. RegScale will also change the date at the top of this Agreement. If MSP uses the Software, MSP Services, and/or Professional Services in any way after a change is effective, that means MSP agrees to all of the changes. Except for changes by RegScale as described herein, no other amendment or modification of this Agreement will be effective unless in writing and signed by both MSP and RegScale.

RegScale Community Edition End User License Agreement

CAREFULLY READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR ACCESS TO THE COMMUNITY EDITION OF THE REGSCALE SOFTWARE YOU ARE ABOUT TO ACCESS, DOWNLOAD, AND/OR INSTALL (THE “SOFTWARE”). THE SOFTWARE IS PROVIDED TO YOU UNDER THIS AGREEMENT AND THE ACCOMPANYING DOCUMENTATION (THE “DOCUMENTATION”) BY REGSCALE, INC. (“REGSCALE”). “YOU” MEANS THE INDIVIDUAL PERSON DOWNLOADING, INSTALLING, OR USING THE SOFTWARE PERSONALLY OR ON BEHALF OF SUCH YOUR EMPLOYER (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”).

BY CLICKING THE ACCEPT BUTTON OR OTHERWISE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT, AND YOU REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH REGSCALE; AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  1. LICENSE GRANT AND USAGE
    A. Software License. Subject to your ongoing compliance with this Agreement, RegScale grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the Software solely for your internal business purposes.

    B. Third Party Code. Certain items of software may be provided to you with the Software and are subject to “open source” or “free software” licenses (“Open Source”), some of which may be owned by third parties. Each item of Open Source is licensed under the terms of the end user license that accompanies such Open Source. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source. Except for Section 5 and Section 6, none of the terms of this Agreement apply to such third-party code.

    C. Updates. You understand that the Software is evolving. As a result, RegScale may require you to accept updates to the Software. You acknowledge and agree that RegScale may update the Software with or without notifying you. You may need to update third party software from time to time in order to use the Software. Any future release, update, or other addition to functionality of the Software shall be subject to the terms of this Agreement, unless RegScale expressly states otherwise. Neither RegScale nor any of its suppliers is obligated to provide any services, updates, or upgrades to the Software.

    D. Usage Data. RegScale owns the usage data derived from the operation of the Software (“Usage Data”). Nothing herein shall be construed as prohibiting RegScale from utilizing the Usage Data, provided that any such Usage Data shall be aggregated and de-identified so that it will not disclose your identity to any third party.

  2. RESTRICTIONS
    You are responsible for all activities conducted under your login to the Software. You shall use the Software in compliance with this Agreement, the Documentation, and all applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Software, or any part thereof, or make it available to anyone other than you or otherwise commercially exploit the Software; (ii) send or store in the Software any underlying personal health data, credit card data, personal financial data, or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store malicious code or infringing or unlawful material in connection with the Software; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Software or the data contained therein; (v) modify, copy, or create derivative works based on the Software, or any portion thereof; (vi) access or manipulate your database outside of the RegScale environment; (vii) access the Software for the purpose of building a competitive product or service or copying its features or user interface; (viii) reverse engineer, decompile, or disassemble the Software; (ix) access or use the Software to identify vulnerabilities in it or publish any information on how to circumvent the Software; or (x) remove, obscure or destroy any copyright and other proprietary rights notices in the Software and all copies thereof.

  3. OWNERSHIP OF SOFTWARE
    The Software is licensed and not sold. Except for the limited rights expressly granted under this Agreement, RegScale and its licensors retain all title, copyright, interest, and other proprietary rights in and to the Software, Documentation, and Usage Data (and any copies, enhancements, modifications, or derivative works thereof), including all related intellectual property rights inherent therein. You do not acquire any rights, express or implied, in the Software hereunder, other than as expressly set forth herein. You agree not to use or duplicate the Software (including any Documentation) for any purpose other than as specified herein or make the Software available to any third parties.

  4. LICENSE TERM
    A. Term. This Agreement commences on the date when you accept (as described above) this Agreement and remains in full force and effect while you use the Software, unless terminated earlier in accordance with this Agreement.

    B. Termination of License by RegScale. RegScale has the right to suspend or terminate your use or access to the Software provided to you for any reason, including if you have breached any provision of this Agreement or if RegScale is required to do so by law. You agree that all terminations shall be made in RegScale’s sole discretion and that RegScale shall not be liable to you or any third party for any termination of your account or license.

    C. Termination of License by You. If you want to terminate this Agreement, you may do so by (i) deleting the Software from your device(s); and (ii) discontinuing your use of the Software.

    D. Automatic Termination. This Agreement, including the license to use the Software granted in Section 1 will terminate immediately upon termination for any reason.

    E. Effect of Termination. Upon termination of this Agreement, your right to use the Software will automatically terminate immediately. You understand that any termination of this Agreement may involve deletion of your content and/or data associated therewith, if any. RegScale will not have any liability whatsoever to you for any suspension or termination, including for deletion of your content and/or data. All provisions of this Agreement which by their nature should survive, shall survive termination of this license, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  5. DISCLAIMER OF WARRANTIES
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT, DOCUMENTATION, AND/OR DATA) IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGSCALE MAKES NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND REGSCALE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU AGREE THAT ALL USE OF THE SOFTWARE IS SOLELY AT YOUR OWN RISK. REGSCALE DOES NOT WARRANT, REPRESENT, OR CONDITION THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE SOFTWARE MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. REGSCALE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY DATA AND/OR CONTENT THROUGH THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REGSCALE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY HEREIN. REGSCALE MAKES NO WARRANTY REGARDING ANY NON-REGSCALE APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

    REGSCALE DOES NOT PROVIDE AN INDEMNIFICATION FROM ANY CLAIM OR ACTION, INCUDING INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OR ACTIONS.

  6. EXCLUSION AND LIMITATION OF REMEDIES AND DAMAGES
    IN NO EVENT SHALL REGSCALE NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS HAVE ANY LIABILITY TO YOU FOR (i) ANY ERROR OR INTERRUPTION OF USE, LOSS, OR INACCURACY OR CORRUPTION OF DATA AND/OR CONTENT; (ii) ANY LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (iii) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY; (iv) YOUR RELIANCE ON THE SOFTWARE; (v) ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF $100; (vi) ANY MATTER BEYOND REGSCALE’S REASONABLE CONTROL; OR (vii) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SOFTWARE; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, AND/OR DATA; OR (c) ANY OTHER MATTER RELATED TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

  7. INDEMNIFICATION.
    You agree to indemnify and hold RegScale and its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (i) any content or data you submit to or through the Software; (ii) your use of, or inability to use, the Software; (iii) your violation of this Agreement; (iv) your violation of any rights of another party; or (v) your violation of any applicable laws, rules or regulations. RegScale reserves the right, at RegScale’s own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RegScale in asserting any available defenses. You agree that the provisions in this Section 7 will survive any termination of this Agreement.

  8. NO SOFTWARE MAINTENANCE OR SUPPORT
    Unless expressly and otherwise agreed by RegScale via a separate mutually executed written agreement, the Software is provided without software maintenance or support of any kind.

  9. EXPORT
    The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You represent that it you are not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and you will not access or use the Software in any manner that would cause RegScale to violate any U.S. or international embargo, export control law, or prohibition. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from RegScale, or any products utilizing such data, in violation of the United States export laws or regulations. You will indemnify and hold RegScale harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this Section 9. Your obligations under this section shall survive the expiration or termination of this Agreement.

  10. RESTRICTED RIGHTS
    You acknowledge that elements of the Software constitute software and documentation and are provided as “commercial computer software” and “commercial computer software documentation” as defined in DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display, or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this Agreement.

  11. Feedback
    RegScale shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the operation of the Software. Customer shall have no obligation to provide feedback or suggestions, and RegScale shall have no obligation to use feedback or suggestions.

  12. DISPUTE RESOLUTION

    Except for disputes that can be brought in small claims court, all disputes between you and RegScale, including any dispute regarding this Agreement, shall be exclusively settled through binding arbitration through the American Arbitration Association (“AAA”) pursuant to the AAA’s then-current rules for commercial arbitration. YOU AND REGSCALE AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor RegScale are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if RegScale makes any future material change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of RegScale.

    This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby consents to the exclusive and personal jurisdiction and venue in the state and federal courts serving the Commonwealth of Virginia. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury. The English language version of this Agreement shall govern in lieu of any translation. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.

  13. GENERAL
    You may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of RegScale and any such assignment shall be null and void. RegScale expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. You and RegScale shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Any notice to you may be provided by email. This Agreement, including all referenced hyperlinks, constitutes the final agreement between you and RegScale, and is the complete and exclusive expression of your and RegScale’s agreement pertaining to the subject matter hereof. Any and all prior or contemporaneous written or oral correspondence, understandings, and agreements existing between the parties hereto and related to the subject matter hereof are expressly superseded by this Agreement. RegScale may change this Amendment or any of its components by updating this Amendment on https://regscale.com/legal/. Changes to the Agreement apply to any updates to the Software acquired or renewed after the date of modification. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. In addition, the terms of this Agreement shall control any conflicting, inconsistent, and/or additional standard terms or conditions on any purchase order, invoice or other document submitted by you, notwithstanding any provision to the contrary in any such document.

  14. Questions, Complaints, and Claims.
    If you have any questions, complaints, or claims with respect to the Software, please contact us at: RegScale, Inc., 1775 Tysons Blvd FL 5, Tysons, VA 22102 or [email protected]. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.