REEPLAYER SUBSCRIPTION AGREEMENT

 

Effective Date: May 28, 2021

 

CAREFULLY READ ALL THE TERMS AND CONDITIONS OFTHIS REEPLAYER SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”).  BY AGREEING TOAN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT,” OR PROCEEDINGWITH THE USE OF ANY REEPLAYER HARDWARE PURCHASED HEREUNDER, AND/OR INSTALLINGAND/OR ACCESSING OR USE OF ANY REEPLAYER MOBILE APPLICATION SOFTWARE AND/ORREEPLAYER’S ONLINE WEB PLATFORM (COLLECTIVELY, THE “REEPLAYER ECOSYSTEM”), ORANY PART THEREOF, AS AN AUTHORIZED REPRESENTATIVE OF THE ENTITY NAMED ON THEAPPLICABLE ORDER FORM (“SUBSCRIBER” or “YOU”) ON WHOSE BEHALF YOUACCESS AND/OR USE THE REEPLAYER ECOSYSTEM, YOU ARE INDICATING THAT YOU HAVEREAD, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH REEPLAYER, INC., A DELAWARECORPORATION (“REEPLAYER”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOUDO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OROTHERWISE USE THE REEPLAYER ECOSYSTEM (OR ANY PART THEREOF).

 

 

Your Reeplayer Subscription (the"Subscription") is governed by this Reeplayer Subscription“Agreement.” The following points are particularly important:

 

  • Your Subscription automatically     renews and you will be charged a Fee until cancelled by You or terminated     by Us. The Fee is disclosed prior to purchase and confirmed via email     following the purchase of any     Reeplayer Subscription.
  • You may cancel Your     Subscription at any time as described in Section 5, effective at the end     of the billing period. You will be allowed access to all the Subscription     benefits until your cancellation or termination is effective and no refund     shall be issued.  Upon cancellation or termination, You must return     any and all bailed Hardware immediately in order to effectively     close Your Account.
  • Reeplayer reserves the right to     terminate Your Subscription for violation of these terms of this     Agreement, as well as, other such terms and conditions of agreements     incorporated within.
  • Offers may be subject to     additional limitations, which will be presented to You at the time of     offer.

 

This Subscription Agreement (which include theother documents referenced below) constitutes a legal agreement between You andReeplayer, Inc., which You agree to whenever You sign up for a SubscriptionTerm. The Reeplayer Privacy Policy and the Reeplayer Termsand Conditions, which You agreed to when You registered Your Account,also apply to Your Subscription and are incorporated by reference as part ofthis Subscription Agreement.

 

 

Section 1. Definitions

1.    “Authorized Users” means agents of Subscriber who areauthorized to use the Reeplayer Ecosystem, solely for Subscriber’s internalconsumer purposes, subject to the applicable Usage Parameters, and otherwise incompliance with this Agreement.

2.    “Confidential Information” means all non-public informationthat the party disclosing the information designates at the time of disclosureas being confidential, or if disclosed orally or visually is identified as suchprior to disclosure and summarized, in writing, by the disclosing party to thereceiving party within thirty (30) days, or which, under the circumstancessurrounding disclosure, the receiving party knows or has reason to know shouldbe treated as confidential without the need to be marked as “confidential”,including, without limitation, the terms and conditions of this Agreement, andinformation regarding either party’s financial condition, businessopportunities, plans for development of future Firmware or Software or newversions of existing Firmware or Software or Hardware, know-how, technology, orcustomers.

3.    “Documentation” means the written or electronic usermanuals and documentation for the Software and/or Firmware and/or Hardware madeavailable by Reeplayer to Subscriber and its Authorized Users hereunder.

4.    “Effective Date” is the date you sign up for theSubscription as further identified and defined on Your Order Form.

5.    “Firmware” means Reeplayer’s proprietary computer softwareprograms installed on or embedded in the Hardware provided hereunder, inmachine readable form only.

6.    “Hardware” means any and all physical hardware included ina Subscription package (i.e. Reeplayers or Reeplayer Camera) that isowned by Reeplayer (e.g. Bailor) and is bailed to Subscriber hereunder duringthe Subscription Term.

7.    “Intellectual Property Rights” means patent rights(including patent applications and disclosures), copyrights (including, but notlimited to, rights in audio visual works and moral rights), trade secretrights, moral rights, rights of priority and any other intellectual propertyright recognized in any country or jurisdiction in the world.

8.    “Order Form” means any material representation ofsubstantive terms entered into between Reeplayer and the purchasing Subscriberin regards to bailment of the Reeplayer Hardware and license to access theremainder of the Reeplayer Ecosystem, which are generally produced at thecompletion of the sign-up and payment processes.

9.    Reeplayer “App” means Reeplayer’sproprietary iOS and Android software mobile applications that are to be used inconjunction with the Hardware to access the data automatically recorded on theHardware, and any and all modified, updated, or enhanced versions thereof, thatReeplayer may provide to Subscriber or its Authorized Users under thisAgreement.

10.  Reeplayer “Platform” or Reeplayer “Web Platform” mean Reeplayer’s proprietaryonline software platform, and any and all modified, updated, or enhancedversions thereof, that Reeplayer may provide to Subscriber or its AuthorizedUsers under this Agreement.

11.  “Reeplayer Ecosystem”means the Hardware, the Firmware, and/or the Software specified in thesedefinitions and reincorporated throughout this Agreement

12.  “Software” meansany Reeplayer mobile application and/or Reeplayer’s online web platform; e.g.digital part of the Reeplayer Ecosystem.

13.  “Subscription”means a subscription license purchased by Subscriber to  have and maintainaccess and use of the Reeplayer Ecosystem, to be the bailee of Reeplayer’sHardware, and receive Support during the applicable Subscription Term, asfurther specified throughout this Agreement and perhaps on an applicable OrderForm.

14.  “Subscription Term”means the subscription term for Subscriber’s access and use of the ReeplayerEcosystem set forth on the applicable Order Form.

15.  “Support” has themeaning given to such term in Section 4.7.

16.  “Usage Parameters”means the maximum amount of data that Subscriber may use, take up, consume,etc. within the Reeplayer Ecosystem, the number of Authorized Users, and anyother parameters specified in the Documentation, Order Form, or any futurenotice in writing by Reeplayer regarding the scope of use of the ReeplayerEcosystem by Subscriber or its Authorized Users.

17.  “We,” “Us,”“Our,” the “Company” and “Reeplayer” means Reeplayer, Inc.

18.  “You” and “Your”means the person who purchased this Subscription; i.e. Subscriber and itsAuthorized Users.

 

Section 2. Subscription Terms; Orders

1.    Consideration.  As inducementfor this bargained-for exchange, Subscriber agrees to immediately pay toReeplayer its Subscription Fee, in its entirety, in the case of an annualsubscription plan, or at a monthly rate (or any other agreed uponperiodical term) upon and after the Effective Date; coincidingly, Reeplayeragrees to reserve and deliver a Reeplayer Camera as a bailment to theSubscriber, as well as, to provide access to the remainder of the ReeplayerEcosystem, to use in conjunction, within the parameters of this Agreement – allof which terms should be generally and/or precisely documented on the OrderForm(s).

a.    In addition, and in emphasis, Subscriber and Reeplayer reaffirmthe above terms and concurrently agree to remainder of the terms and conditionsincorporated in this Agreement as being material parts of the bargain of thisexchange, including, without limitation, Sections 6 and 7.,

b.    Notwithstanding anything in this Agreement to the contrary,Subscriber acknowledges that the Hardware given to Subscriber is bailedproperty of bailor Reeplayer, which Subscriber, as the bailee, only has apossessory interest for the Subscriber’s sole benefit to achieve the prescribedpurpose of automatically recording its athletic events (i.e. soccer games).

c.     In Reeplayer’s sole and absolute discretion, We may includeadditional benefits, exclusive offer or promotions for our subscribers, subjectto any additional terms and conditions described in such offer. 

2.    Changes to Subscription Terms.  Wereserve the right to change these benefits or adjust pricing for Reeplayerservice or any components thereof in any manner and at any time as We maydetermine in our sole and absolute discretion. Except as otherwise expresslyprovided for in this Agreement, any changes will take effect following noticeto you.  Continual use of any of the Reeplayer Ecosystem upon notice ofsuch implies assent and consent to the updated Subscription Agreement and theterms to be incorporated therewith. If applicable law requires renewed consent,Subscriber acknowledges that it will not be able to continue to utilize theReeplayer Ecosystem without voluntary renewed consent, and, as such, Reeplayermay terminate its obligations under this Agreement, should Subscriber refuse torenew its consent.

3.    Account Registration. In order to access oruse certain features of the Subscription and Reeplayer Ecosystem, You may berequired to create a Reeplayer account (“Account”) and become an AuthorizedUser of the Subscription. You agree to provide accurate, current and completeinformation during the registration process and at other times when You use theSubscription/Reeplayer Ecosystem and to update such information to keep itaccurate, current and complete.  Reeplayer reserves the right to keepAccounts for, or provide services to, any individual, if Reeplayer has anyreason thereto. Reeplayer reserves the right to suspend or terminate YourAccount, if any information provided during the registration process or atother times proves to be inaccurate, not current or incomplete. You agree totake sole responsibility for any activities or actions under Your Account,whether or not You have authorized such activities or actions. You willimmediately notify Reeplayer of any unauthorized use of Your Account.

4.    Automatic Renewal Terms.  The SubscriptionFee and any other applicable charges including taxes, transaction fees or othercharges (collectively, the “Fee”) will be charged to Your payment method on thebilling date indicated on the website, on the Order Form and/or in Your accountsettings. The Fee will be stated on Our website when You sign up or modify Youraccount. Your Subscription will continue and automatically renew for theapplicable Subscription Term You selected when signing up for or modifying Youraccount (e.g. monthly, annually or, if applicable, some other term) unlesscancelled in accordance with Section 5 prior to the “Renewal Date.” Reeplayer, or, if applicable, the third-party through which You registered, willcharge the Fee to Your payment method recurring based on your Subscription Term(monthly, annually, or, if applicable, some other period). You will be asked toauthorize, and by accepting these terms You hereby expressly authorize,Reeplayer or the applicable third-party to make such charges to Your paymentmethod. Following registration and payment on Our website, We will send You acopy of the Order Form to the email address You provide within a reasonabletime. 

5.    Order Forms.  The bailedHardware, and subscription licenses to access and use the Reeplayer Ecosystem(i.e. Reeplayer Software, App, or Web Platform) and/or any other servicespurchased by Subscriber from Reeplayer hereunder will be specified in one ormore order forms which are executed by the parties pursuant to this Agreement(each, an “Order Form”). Each Order Form will be governed by the terms of thisAgreement and the term “Agreement” herein, includes the terms of this Agreementand all Order Forms, Documentation, and all other incorporated agreementsexecuted pursuant to this Agreement. The terms on any purchase order,confirmation, or similar document submitted by Subscriber to Reeplayer aredeemed void and of no effect, unless the additional terms are agreed upon bythe parties in writing prior to acceptance of the Order Form, and produced bythe Reeplayer Ecosystem.  In the event of any conflict or inconsistencybetween the terms and conditions of this Agreement and the terms of any OrderForm, the terms and conditions of this Agreement shall govern, and theconflicting or inconsistent provision in the Order Form will have no force oreffect, unless expressly stated and attested otherwise to in the Order Form.

 

Section 3. Hardware

1.    Bailment of Hardware.  By accepting theterms of this Agreement, Subscriber acknowledges that it, and its AuthorizedUsers, are simply the bailee(s) of the Hardware, creating a revocable licenseof possession in and for the Subscriber; while, all other rights, including butnot limited to, ownership of the Hardware, are retained by Reeplayer inperpetuity, unless otherwise separately and expressly agreed to, in writing byboth Parties.  Subscriber further agrees that possession of the Hardwareis explicitly and solely to and for the benefit Subscriber, and therefore mustexercise an extraordinary or the highest level of care when handling, using,storing, and otherwise possessing the Hardware until Hardware is safely,fully and otherwise properly returned to Reeplayer in its originaldistributed form. Any form of tampering with the Hardware (i.e. opening up theReeplayer Camera) is a strict violation of this agreement and Subscriber willimmediately be liable for the full replacement costs of the Hardware;furthermore, Reeplayer reserves the right to prosecute Subscriber to thefullest extent of the law for such infringements.

2.    Shipment; Delivery; Title & Risk of Loss.  Subscriber agrees that delivery of the Hardware shall bemade F.O.B. shipping point, while retaining the bailed nature of the Reeplayerproperty, and Subscriber hereby agrees to assume the costs and liability ofshipping. Delivery dates and Hardware availability as set forth in the OrderForm or as otherwise communicated to the Subscriber are estimates only.Reeplayer will make reasonable efforts to deliver in accordance with thesedates; however, Reeplayer will not be liable for failure to deliver asestimated. Failure of timely delivery by Reeplayer shall not be deemed amaterial breach of this Agreement. The Hardware may be delivered by Reeplayerin advance of the quoted delivery date by giving reasonable notice to theSubscriber. Subscriber will, at Subscriber’s sole cost, furnish or procure allutilities necessary for the operation, ordinary maintenance, protection andsafekeeping of the Reeplayers. Reeplayer will not be liable for anyloss, injury or damage resulting from any interruption or failure of utilitiesdue to any cause whatsoever.

3.    Cancellation of Shipment.

a.    Cancelling Shipment by Subscriber.  Subscriber may not cancel shipment of the Hardwarepurchased in an Order Form without the prior written approval of Reeplayer.

b.    Cancelling Shipment by Reeplayer.  Reeplayer reserves the right to cancel any Order Formsplaced by Subscriber and accepted by Reeplayer as set forth above, or to refuseor delay shipment thereof, if Subscriber (a) fails to make any payment asprovided in this Agreement or under the terms of payment set forth in any OrderForm or invoice or otherwise agreed to by Reeplayer and Subscriber, or (b)otherwise fails to comply with the terms and conditions of this Agreement. Nosuch cancellation, refusal or delay will be deemed a termination (unlessReeplayer so advises Subscriber) or breach of this Agreement by Reeplayer.

4.    Return of Hardware.

a.    Upon expiration of the Subscription Term, effectuated throughunilateral cancellation or termination, Subscriber shall return Hardware to anaddress provided by Reeplayer within seven (7) days of expiration.

b.    Besides ordinary wear and tear, Subscriber must return theHardware with pleasant evidence of extraordinary care of the bailed propertywhile in possession of the Subscriber, so that it is fit for reuse immediatelythereafter.  Subscriber is responsible for insured, safe delivery of theHardware to Reeplayer premises.

c.     Subscriber is responsible to cover any costs for defects to theHardware up to its replacement costs, except for manufacturer defects.

d.    To make a trade-in (“Trade-In Request”) if there are irreparablemalfunctions with the Hardware, go to Support and follow theinstructions provided.  We do not offer trade-ins or replacements for lostor stolen property, nor for Subscriber damage to the Hardware. See Section3.4b.  If damaged, You may have to pay full replacement costs beforeyou are admitted some new Hardware

 

Section 4. Software; Access and Use of theReeplayer Ecosystem

1.    License Grant. Subject to the termsand conditions of this Agreement (including payment of applicable fees),Reeplayer hereby grants to Subscriber a limited, non-transferable,non-exclusive license to: (a) permit Authorized Users to (i) install, executeand use the Reeplayer App, in object code only, on such Authorized Users’mobile devices, and (ii) access and use the Reeplayer Platform, in object codeonly, over the internet, in each case, solely for accessing, and utilizing thedata automatically recorded by the Hardware in accordance with any Usage Parameters;(b) execute and use the Firmware solely to the extent included or embedded (asand if applicable) in the bailed Hardware in connection with Subscriber’s useof the bailed Hardware.

2.    Restrictions. Except as otherwiseexplicitly provided in this Agreement, Subscriber will not, and will not permitor authorize third parties (including, without limitation, any AuthorizedUser), to: (a) decompile, disassemble, reverse engineer, or otherwise attemptto derive the structure of the Software or the source code of the Software,except to the extent such a restriction is not permitted by applicable law andprovided that, in such event, Subscriber must first request such code fromReeplayer, in writing, in advance and any such use. Use will be limited as neededfor interoperability; (b) distribute, license, sublicense, assign, transfer,provide, lend, rent, lease, disclose, use for timesharing or service bureaupurposes or otherwise use or permit third parties to use the ReeplayerEcosystem or any part thereof for the benefit of any third party, (except asexpressly and specifically authorized in writing by Reeplayer); (c) modify,adapt, translate, or create derivative works of the Software or Documentation;nor (d) circumvent or disable any security or other technological features ormeasures of the Reeplayer Ecosystem; (e) use or access the Reeplayer Ecosystem,or any part thereof, in order to build a similar or competitive product orservice or disclose to any third party any benchmarking or comparative studyinvolving any Reeplayer Ecosystem; (f) remove, alter, or obscure in any way anyproprietary rights notices (including copyright notices) of Reeplayer or itssuppliers on or within the Reeplayer Ecosystem (or any part thereof); or (g)violate any applicable laws or regulations, or the rights of any third party inconnection with the use or access of the Reeplayer Ecosystem. Reeplayerreserves all rights and licenses not expressly granted to Subscriber in Section4.1 and no implied license is granted by Reeplayer. SUBSCRIBER ACKNOWLEDGES ANDAGREES THAT THE SOFTWARE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLYOR AT REEPLAYER’S CONTROL) WILL RENDER THE SOFTWARE (AND RELATED DATA) UNUSABLEUPON TERMINATION OR SUBSCRIBER’S BREACH OF THIS AGREEMENT.

3.    Authorized Users. Subscriber agrees thatit shall not permit any person other than Authorized Users to access and usethe Reeplayer Ecosystem, and shall ensure that Authorized Users use theReeplayer Ecosystem solely in accordance with this Agreement and the applicableUsage Parameters. Subscriber acknowledges and agrees that Subscriber is solelyresponsible for the use of the Reeplayer Ecosystem by Authorized Users, and anybreach of this Agreement by any Authorized User will be deemed a breach by Subscriber.

4.    Mobile Devices. Subscriberacknowledges and agrees that in order to use the Software, Authorized Usersmust have a compatible mobile device. Subscriber and its Authorized Users aresolely responsible for determining whether or not a mobile device is or is notcompatible with the Software and Reeplayer makes no representations orwarranties whatsoever regarding the Software and compatibility with any mobiledevice. Subscriber acknowledges and agrees that it and its Authorized Users aresolely responsible for any fees or charges incurred from use of the Softwarethrough mobile devices, including, without limitation, any mobile phoneprovider charges for SMS, data services, etc.

5.    Subscriber Data. As between theSubscriber and Reeplayer, Subscriber is solely responsible for the accuracy,quality and integrity of the documents and other content, data, information(including, personal information), and materials submitted by, or collected onbehalf of, Subscriber and/or Authorized Users in connection with the use of andaccess to the Reeplayer Ecosystem (collectively, “Subscriber Data”), and shallensure that it has all necessary rights to provide and use the Subscriber Datain connection with the use of the Reeplayer Ecosystem. 

 

By providing Subscriber Data to the ReeplayerEcosystem, you grant to Reeplayer a worldwide, non-exclusive, royalty-free,sublicensable and transferable license to use that Subscriber Data (includingto reproduce, distribute, prepare derivative works, display and perform it) inconnection with the Reeplayer Ecosystem and Reeplayer’s (and its successors'and Affiliates') business, including for the purpose of promoting andredistributing part or all of the Reeplayer Ecosystem.

 

6.    Additional Reeplayer App Terms and Conditions

a.    Reeplayer iOS App(s). The following additional terms andconditions apply with respect to any Reeplayer App that Reeplayer provides toSubscriber hereunder, that is designed for use on an Apple iOS-powered mobiledevice (an “iOS App”): Subscriber acknowledges that this Agreement is betweenSubscriber and Reeplayer only, and not with Apple, Inc. (“Apple”). Subscriber’suse of Reeplayer’s iOS App must comply with Apple’s then-current App StoreTerms of Service. Reeplayer, and not Apple, are solely responsible for the iOSApp and the Service and related content available thereon. Subscriberacknowledges that Apple has no obligation to provide maintenance and supportservices with respect to the iOS App. To the maximum extent permitted byapplicable law, Apple will have no warranty obligation whatsoever with respectto the iOS App. Subscriber agrees that Reeplayer, and not Apple, is responsiblefor addressing any claims by Subscriber or its Authorized Users relating to theiOS App or Subscriber’s or its Authorized Users’ possession and/or use of theiOS App, including, but not limited to: (i) product liability claims; (ii) anyclaim that the iOS App fails to conform to any applicable legal or regulatoryrequirement; and (iii) claims arising under consumer protection or similarlegislation, and all such claims are governed solely by this agreement and anylaw applicable to Reeplayer as provider of the iOS App. Subscriber agrees thatReeplayer, and not Apple, shall be responsible, to the extent required by thisAgreement, for the investigation, defense, settlement and discharge of anythird-party intellectual property infringement claim related to the iOS App orSubscriber’s or its Authorized Users’ possession and use of the iOS App.Subscriber represents and warrants that Subscriber and its Authorized Users (a)are not located in a country that is subject to a U.S. Government embargo, orthat has been designated by the U.S. Government as a “terrorist supporting”country; and (b) are not listed on any U.S. Government list of prohibited orrestricted parties. Subscriber agrees to comply with all applicable third-partyterms of agreement when using the iOS App (e.g., Subscriber must not be inviolation of its wireless data service terms of agreement when using the iOSApp). The parties agree that Apple and Apple’s subsidiaries are third-partybeneficiaries to this Agreement as it relates to the license granted herein toSubscriber to use the iOS App. Upon Subscriber’s acceptance of this Agreement,Apple will have the right (and will be deemed to have accepted the right) toenforce this Agreement against Subscriber as they relate to the license grantedherein to Subscriber to use the iOS App as a third-party beneficiary thereof.

b.    Reeplayer Android App(s). The following additional terms andconditions apply with respect to any Reeplayer App that Reeplayer provides toSubscriber hereunder, that is designed for use on an Android-powered mobiledevice (an “Android App”): Subscriber acknowledges that this Agreement isbetween Subscriber and Reeplayer only, and not with Google, Inc. (“Google”).Subscriber’s use of the Android App must comply with Google’s then-currentAndroid Market Terms of Service. Google is only a provider of the AndroidMarket where Subscriber has obtained the Android App. Reeplayer, and notGoogle, is solely responsible for the Android App and the Service and relatedcontent available thereon. Google has no obligation or liability to Subscriber,or its Authorized Users with respect to the Android App or this Agreement.Subscriber acknowledges and agrees that Google is a third-party beneficiary tothis Agreement as it relates to the Android App.

7.    Support. During the applicableSubscription Term (subject to Subscriber’s payment of applicable fees),Reeplayer will use commercially reasonable efforts to provide Subscriber withremote technical support services relating to Subscriber’s use of the ReeplayerEcosystem by email or phone in accordance with Reeplayer’s then current Supportterms and conditions. 

8.    Proprietary Rights. Reeplayer and itssuppliers retain all right, title and interest in and to all IntellectualProperty Rights in the Software, Firmware, Documentation, and all othermaterials provided or made available to Subscriber in connection with theservices provided by Reeplayer, and any and all modifications, updates, andenhancements to the foregoing items. Title to the Reeplayer Ecosystem, and anycopies in whole or in part thereof, and all rights therein, including allrights in patents, copyrights, trade secrets, and trademarks applicablethereto, are and shall remain in Reeplayer. Subscriber will not represent orassert any ownership interest in the Reeplayer Ecosystem.

a.    In addition to and withstanding the foregoing, Subscriber fullyacknowledges that it shall not obtain nor retain any title to the Hardwarebailed hereunder, subject as well as to Reeplayer’s intellectual propertyrights in any Firmware.

b.    In addition, Subscriber hereby licenses Feedback to Reeplayer on aworldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fullypaid, and royalty-free basis, for Reeplayer to use and exploit in any mannerand for any purpose. “Feedback” means any and all suggestions and feedbackprovided to Reeplayer by Subscriber or any Authorized Users regarding thefunctioning, features, and other characteristics of the Reeplayer Ecosystem (orany part thereof), or other materials or services provided or made available byReeplayer hereunder.

 

Section 5. Cancellation/Termination

1.    Cancellation.  YourSubscription shall renew automatically unless Subscription is otherwisecanceled or  terminated, suspended or disabled by Us. You may cancel YourSubscription, so long as such cancellation occurs prior to your Renewal Date -meaning the date in which Your Subscription automatically renews - and Hardwareis returned to Us, in the condition as defined in Section 3.4 of thisAgreement. Automatic payment will halt once Subscriber is removed from theReeplayer Ecosystem as well as has returned the Hardware to Reeplayer. Yourcancellation will be effective as of the last day of the period for which youpaid a Fee. You may continue to use the Reeplayer Ecosystem until yourcancellation is effective and no refund will be issued unless requiredby applicable law.

2.    Termination.  Reeplayer, inand through its sole discretion, reserves the right to terminate this Agreementwith any Subscriber who violates the terms of this Agreement, including,without limitations, Usage Parameters, and all other incorporated Reeplayer agreements,does not immediately pay its Fees when automatically due on the respectiverenewal billing date, or for any other reason.  Termination includesremoval from the Reeplayer Ecosystem, as well as an obligation on Subscriber toreturn the Hardware to Reeplayer, in the condition as defined in Section 3.4 ofthis Agreement. Automatic payment will halt once Subscriber is removed from theReeplayer Ecosystem as well as has returned the Hardware to Reeplayer.

3.    Effects of Cancellation or Termination. Upon cancellation or termination, the licenses granted underthis Agreement in respect of the Reeplayer Ecosystem shall immediatelyterminate, except to the extent Subscriber is allowed to access data from theReeplayer Ecosystem for the remainder of its last billing cycle.Notwithstanding the foregoing, You, the Subscriber, agree to make bestreasonable efforts to return the Hardware immediately to Reeplayer uponcancellation or termination.

a.            Preauthorization. If Subscriber fails to deliver the Hardware within 30 days ofcancellation or termination, Subscriber authorizes Reeplayer to charge it thefull replacement cost of the Hardware to the payment method on Account.

 

Section 6. Disclaimer

1.    THE HARDWARE, FIRMWARE, SOFTWARE, DOCUMENTATION, PROFESSIONALSERVICES, SUPPORT AND ANY OTHER MATERIALS AND SERVICES PROVIDED BY REEPLAYERHEREUNDER, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. REEPLAYER AND ITS THIRDPARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OROTHERWISE, WITH RESPECT TO THE HARDWARE, FIRMWARE, SOFTWARE, DOCUMENTATION,SUPPORT AND PROFESSIONAL SERVICES AND ANY OTHER MATERIALS PROVIDED HEREUNDER,INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2.    REEPLAYER DOES NOT WARRANT THAT THE HARDWARE, FIRMWARE, ORSOFTWARE WILL MEET SUBSCRIBER’S REQUIREMENTS, OR THAT THE OPERATION OF THEHARDWARE, FIRMWARE, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THATDEFECTS IN THE HARDWARE, FIRMWARE, OR SOFTWARE WILL BE CORRECTED. SUBSCRIBEREXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE HARDWARE, FIRMWARE,SOFTWARE, DOCUMENTATION, PROFESSIONAL SERVICES AND ANY OTHER MATERIALS AND/ORSERVICES PROVIDED HEREUNDER AND ALL RESULTS OF SUCH USE IS SOLELY AT SUBSCRIBER’SOWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REEPLAYER OR ITSAUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THESCOPE OF ANY WARRANTY.

3.    THE REEPLAYER ECOSYSTEM IS NOT FAULT-TOLERANT AND IS NOT DESIGNEDOR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE,OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE REEPLAYER ECOSYSTEM COULDLEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE(COLLECTIVELY, “HIGH RISK ACTIVITIES”). REEPLAYER EXPRESSLY DISCLAIMS ANYEXPRESS OR IMPLIED WARRANTY AND ANY OTHER LIABILITY FOR HIGH RISK ACTIVITIES.

4.    REEPLAYER DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUMERESPONSIBILITY FOR ANY THIRD PARTY INTEGRATIONS, OPEN SOURCE COMPONENTS ORTHIRD PARTY SOFTWARE, AND REEPLAYER WILL NOT BE A PARTY TO, OR IN ANY WAYMONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH THIRDPARTY INTEGRATIONS, OPEN SOURCE COMPONENTS OR THIRD PARTY SOFTWARE.

 

Section 7. Indemnification; Limitation ofLiability. 

1.    Subscriber Indemnification.Subscriber shall indemnify Reeplayer and hold Reeplayer, its officers,directors, shareholders, employees, insurers, attorneys, successors and assignsharmless from and against any and all liability, losses, claims, expenses(including reasonable attorneys’ fees), demands or damages of any kind, arisingout of or related to (a) Subscriber’s breach of this Agreement, any licenseapplicable to Open Source Components or Third Party Software, Third Party Integrations,or violation of any applicable law, rule or regulation; (b) Subscriber’s or itsAuthorized Users’ use of the Reeplayer Ecosystem, Software, ProfessionalServices and/or Support; and (c) Subscriber’s gross negligence, fraudulentmisrepresentation or willful misconduct. Reeplayer shall promptly notifySubscriber in writing of such action, giving Subscriber sole control of thedefense thereof and any related settlement negotiations, and at Subscriber’sreasonable request and expense, cooperating and assisting in such defense.Under no circumstances shall Subscriber enter into any settlement that involvesan admission of liability, negligence or other culpability of Reeplayer orrequires Reeplayer to contribute to the settlement without Reeplayer’s priorwritten consent. Reeplayer may participate and retain its own counsel at itsown expense.

2.    Limitation of Liability. TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REEPLAYER BE LIABLE FORPUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OFANY KIND, OR FOR ANY COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE,BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA,IMPAIRMENT OF OTHER ASSETS, OR THE CLAIMS OF THIRD PARTIES ARISING OUT OF THISAGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH LOSS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, REEPLAYER’S TOTAL CUMULATIVE LIABILITY ARISINGFROM OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID ORPAYABLE BY SUBSCRIBER UNDER THIS AGREEMENT IN THE TWO (2) MONTHS IMMEDIATELYPRECEDING THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE PARTIES AGREE THATTHESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDYSPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE SECTIONSON LIMITATION OF LIABILITY, WARRANTIES AND DISCLAIMER OF WARRANTIES ALLOCATETHE RISKS IN THE AGREEMENT BETWEEN THE PARTIES.  THIS ALLOCATION IS ANESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

Section 8. Miscellaneous

1.    Agreement to Receive Electronic Communications. By clicking the respective checkbox when subscribing, Youprovide opt-in consent to receive marketing notifications from Reeplayerelectronically to the email address You provide to Us. If You have consented toreceiving marketing emails, You have the right to unsubscribe by clicking onthe link provided in the footer of every marketing email sent by Us. We maysend you functional emails containing information regarding Your Subscription.You have the ability to store such electronic communications such that theyremain accessible to You in an unchanged form.

a.    You agree to receive your Order Form through electroniccommunications from Reeplayer.

2.    Credit Card Billing.  If any fee isnot paid in a timely manner, or We are unable to process Your transaction usingthe credit card information provided, Reeplayer reserves the right to revokeaccess to Your account. If You do not bring Your balance current within thirty(30) days after We provide You with notification that Your account is inarrears, Reeplayer reserves the right to suspend, disable, cancel or terminateYour access to Your Subscription, as detailed in Section 5.3 above. You will beresponsible for paying all past due amounts even if Your account is suspended,disabled, cancelled or terminated for nonpayment or for otherwise violating theSubscription Terms or other applicable laws. If Your payment details change,Your card provider may provide Us with updated card details. Reeplayer may usethese new details in order to help prevent any interruption to theSubscription. If You want to use a different payment method or if there is achange in payment method, please update Your billing information. We will adviseYou by email if there is any use of a new payment method.

3.    Credits.  At any time, andfor any reason, Reeplayer may provide a discount, credit, or otherconsideration to some or all of Our Subscribers (“Credits”). The amount andform of such Credits, and the decision to provide them, are at Reeplayer’s soleand absolute discretion. The provision of Credits in one instance does notentitle You to Credits in the future for similar instances, nor does itobligate Us to provide Credits in the future, under any circumstances. In nocircumstances will You be entitled to receive cash in lieu of a Credit. Creditsmay vary from Subscriber to subscriber.

4.    Entire Agreement. The SubscriptionAgreement constitutes the entire agreement between Reeplayer and You regardingthe Subscription, superseding any prior agreements between Reeplayer and Youregarding the Subscription.

5.    Assignment. Subscriber may notassign or transfer the Subscription Terms without Reeplayer’s prior writtenconsent. We may assign this Agreement, in Our sole discretion, withoutrestriction without notice to You. Subject to the foregoing, this Agreementwill bind and inure to the benefit of the parties, their successors andassigns.

6.    Waiver; Severability. The failure ofReeplayer to enforce any right or provision herein shall not constitute awaiver of future enforcement of that right or provision. The waiver of any suchright or provision will be effective only if in writing and signed by a dulyauthorized representative of Reeplayer. Except as expressly set forth in theSubscription Agreement, the exercise by either party of any of its remediesunder the Agreement will be without prejudice to its other remedies hereunderor otherwise. If for any reason a court of competent jurisdiction finds anyprovision of the Subscription Agreement invalid or unenforceable, thatprovision will be enforced to the maximum extent permissible and the otherprovisions of the Subscription Agreement will remain in full force and effect.

7.    Notices & Contacting Reeplayer.  Reeplayer will provide any notices relating to theSubscription Agreement or Your Account (i) by email to your email addressprovided or (ii) by posting to the Reeplayer Platform. You may contactReeplayer through Our Support page.

8.    Governing Law; Attorney Fees.

a.    Delaware Law. This Agreement will beinterpreted, construed, and enforced in all respects in accordance with thelocal laws of the State of Delaware, U.S.A., without reference to its choice oflaw rules.

b.    Injunctive Relief for Reeplayer.Notwithstanding anything in this Agreement to the contrary, Reeplayer may seekinjunctive or other equitable relief in any court of competent jurisdiction toprotect any actual or threatened misappropriation or infringement of itsintellectual property rights or those of its licensors or to protect anyreserved right discovered or yet to be discovered at the time of execution.

c.     Attorneys’ Fees. The prevailing party in any action to enforcethis Agreement shall be entitled to recover its attorney’s fees and costs inconnection with such action.