Terms of Service

These Terms of Service, along with the terms of the Services Plan (collectively the “Agreement”), constitutes a legally binding agreement between you (or “Customer”) and Regology, Inc, a Delaware corporation, governing Customer’s use and access of the Services made available through the Regology Platform. Regology and Customer shall individually be referred to as a “Party” and collectively as the “Parties.”

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By clicking the “I Agree to the Terms of Service” box, you agree to be bound by these Terms of Service.   

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SECTION 15 OF THIS AGREEMENT REQUIRES THE PARTIES TO SUBMIT ANY CLAIM ARISING UNDER THIS AGREEMENT TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS – WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A CLASS ACTION.  

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1. Definitions.  The following terms shall be capitalized throughout this Agreement and shall be defined as follows: ‍

A. Authorized Users. The term “Authorized Users” means Customer’s designated administrator(s) and employees authorized to access the Services.

B. Content.  The term “Content” shall mean any and all text, data, information, images, graphics, audio, video, and/or audiovisual combinations.

C. Customer Data. The term “Customer Data” refers to any Content submitted, uploaded, imported, integrated, and/or communicated by Customer through the Services, including Personal Data of Authorized Users.

D. Personal Data. The term "Personal Data" means information relating to an identified or identifiable natural person. For the avoidance of doubt, Personal Data includes personally identifiable information and personal information as defined by applicable data privacy and protection laws, including, but not limited to, without limitation, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) (collectively, the “CCPA”), and the Virginia Consumer Data Protection Act of 2021, as amended, VA Code Title 59.1 a chapter numbered 52, consisting of sections numbered 59.1-571 through 59.1-581 (“VCDPA”); c) the Colorado Privacy Act and its implementing regulations (“CPA”); (d) the Utah Consumer Privacy Act (“UCPA”); (e) Connecticut SB6, An Act Concerning Personal Information Privacy and Online Monitoring (“CTDPA”); (f) any other applicable laws, rules, orders  or regulations related to the protection of Personal Data in the United States that is already in force or that will come into force during the term of this Agreement, and the General Data Protection Regulation (EU) 2016/679 ("GDPR"), with respect of the UK, the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR") and the Data Protection Act 2018  (together, "UK Data Protection Laws"), (iii) the Swiss Federal Data Protection Act and its implementing regulations ("Swiss DPA"), in each case, as may be amended, superseded or replaced.   ‍

E. Platform. The term “Platform” refers to the domain identified in the applicable Services Plan. ‍

F. Regology Content.  The term “Regology Content” shall mean any and all Content made available by Regology as part of the Services.‍

G. Service Data. The term “Service Data” means any anonymized, aggregated, statistical and/or other benchmark data generated by Regology in connection with Customer’s use of the Services.  For the avoidance of doubt, Service Data shall not contain or include Personal Data.

H. Services.  The term “Services” means the software and services owned and operated by Regology and made available to Customer through the Platform pursuant to the terms of this Agreement. 

I. Services Plan. The applicable Services tier and/or subscription plan selected by Customer for purchase through the Platform. All terms and conditions specified in the applicable Services Plan purchased by Customer through the Platform are hereby incorporated by reference as though fully set forth herein. 

‍2. Access and Use of the Services.  Regology hereby grants to Customer a non-exclusive, non-transferable, non-assignable (except as otherwise permitted pursuant to Section 23(f)), worldwide right to access and utilize the Services solely for its internal business purposes in accordance with the terms of the Services Plan purchased by Customer through the Platform.

3. Authorized Users.  Access by Authorized Users shall be subject to the terms and conditions of this Agreement.  Customer and its Authorized Users shall safeguard account access credentials.  Only one Authorized User may be assigned to any subscription licenses purchased on a per-user basis to the extent specified in the applicable Services Plan. Customer shall take all necessary steps to ensure an Authorized User’s access is deactivated in the case of changes to such Authorized User’s employment status. Customer will notify Regology immediately if it learns of any unauthorized use of any access credentials or any other known or suspected breach of activity.  

4. Promotional Rights. Customer grants to Regology a non-exclusive license to use Customer’s name and logo for the limited purpose of marketing and promoting the Services.  Regology shall comply with Customer’s trademark and brand guidelines in connection with such use. This promotional license may be terminated at any time by Customer upon seven (7) days written notice to support@regology.com.

5. Customer Feedback.  Customer grants to Regology a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as otherwise permitted pursuant to Section 23(f)), royalty-free, license to collect, process, store, use, display, distribute, and disseminate any suggestions or ideas, submitted to Regology, whether solicited or unsolicited (collectively, the “Feedback”), provided however, that any public disclosure of Feedback shall not include any Customer Personal Data or Customer Confidential Information.

6. Licenses; Reservation of Rights. 

A. Customer Data. Customer grants to Regology a non-exclusive license to use Customer Data as necessary for purposes of providing the Services.  Except for the limited license granted herein, Customer retains all right, title and interest, including, without limitation, all intellectual property rights, in and to any Customer Data.

B. Regology Platform, Services and Content. Regology has and will retain all right, title and interest, including, without limitation, all intellectual property rights, in and to the Platform, Services, Regology Content, Service Data, and all source code and object code related thereto, and all copies, modifications and derivative works thereof.  Any and all rights not expressly granted herein by Regology are reserved by Regology.  Customer acknowledges that certain Regology Content made available through the Services may contain Content obtained under a license from third parties (“Third Party Content”). All third party licensors retain all right, title and interest in and to such Third Party Content and all copies thereof, including all copyright and other intellectual property rights. Customer’s use of any Third Party Content shall be subject to, and Customer shall comply with, the terms and conditions of this Agreement, and the applicable restrictions and other terms and conditions set forth in any Third Party Content documentation made available to Customer.

C. Use Restrictions.  Customer will not use the Services, Platform and/or Regology Content to develop or otherwise cause to bring to market any product or application that is competitive with any Regology product or service, or otherwise use Regology or Third Party Content in violation of the terms of this Agreement or third party restrictions imposed by the licensors of such Third Party Content.  Customer will not distribute, redistribute, disseminate, sell, resell, or sublicense the Platform, Services and/or Regology Content (including Third Party Content) to any third party, commercial or otherwise.  Customer will not, directly or indirectly, alter or modify the Platform or Services, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, algorithms, or software related to the Platform and/or Services.   

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7. Term. The term of this Agreement will commence on the date of purchase and shall continue for the subscription term identified in the applicable Services Plan (“Term”). This Agreement shall automatically renew for subsequent Term(s), unless either Party provides written notice of termination thirty (30) days prior to the expiration of the initial, or any renewal, Term.  

8. Fees. 

A. Payment. All fees due under this Agreement shall be invoiced and paid in accordance with the terms set forth in the applicable Services Plan. 

B. Late Payments.  Regology reserves the right, upon ten (10) days prior written notice, to suspend or terminate services for payments that are more than thirty (30) days past due.  Past due payments will accrue interest at the lesser of 1.5% monthly or the highest interest rate allowable under applicable law. 

C.Taxes. Customer is responsible for paying any applicable taxes, excluding taxes based solely on Regology’s net income, including, but not limited to, governmental sales, use, value-added, commodity, harmonized, GST, consumption tax, service tax or other similar taxes imposed on in connection the fees paid for the Services. To the extent Regology is required to collect such taxes, the applicable tax will be invoiced to Customer and paid pursuant to the applicable Services Plan payment terms. 

D. Non-Refundable.  Except in the event of Regology’s uncured material breach or as otherwise set forth in this Agreement, (i) fees will not be prorated upon cancellation or early termination of this Agreement, and (ii) all fees paid through the date of termination are nonrefundable.

9. Security.  Regology will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform, Services and Customer Data in accordance with industry standard security requirements.  

10. Privacy. Each Party shall be responsible for ensuring their respective compliance with any and all privacy, notice and consent rules or regulations and/or data collection laws or regulations applicable to its use of the Platform and Services. Regology shall not use or disclose any personal information submitted by Customer or its Authorized Users for any purpose other than for providing the Services. Regology shall not: (i) sell the Personal Data; (ii) retain, use, or disclose the Personal Data for any purpose other than for the specific purpose of performing the Services under this Agreement, including retaining, using, or disclosing the Personal Data for a commercial purpose other than providing the Services under this Agreement; or (iii) retain, use, or disclose the Personal Data outside of the direct business relationship between the Parties. Regology certifies that it understands and will comply with the restrictions set forth in this Agreement.

11. Confidentiality & Non-Disclosure.  some text

A. Confidential Information. The Parties acknowledge that during the performance of this Agreement, Regology will have access to certain Customer confidential information. “Confidential Information” means all nonpublic information or material of Customer which is disclosed to Regology in oral and/or written form that (i) relates to past, present and future research, development, business activities, trade secrets, products, and services; or (ii) has been either identified, orally or in writing, as confidential by Customer or would be understood to be confidential by a reasonable person under the circumstances, including Personal Data. 

B. Non-Disclosure Obligation.  Regology shall not disclose any Confidential Information to any third party without Customer’s prior written consent, except as necessary to comply with the law, a court order, or a subpoena., other than its employees or agents (i) who have a need to know about such information in order to provide the Services, and (ii) are subject to written confidentiality agreements with terms no less restrictive than the terms contained herein. 

C. Required Disclosure. In the event Regology is requested or required by legal process to disclose any of the Confidential Information, Regology shall give Customer prompt notice so that Customer may seek a protective order or other appropriate relief prior to any such disclosure.  In the event that such protective order is not obtained, Regology shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work Customer to minimize the extent and effect. 

D. Injunctive Relief. Both Parties understand and agree that monetary damages will not be a sufficient remedy for any breach of Regology’s confidentiality obligations under this Section, and that Customer shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach.  Such remedies will not be deemed to be the exclusive remedies, but will be in addition to all other remedies available to Customer at law or in equity. 

E. Return or Destruction of Confidential Information. Upon Customer’s written request at any time and subject to any contrary obligations under applicable law, Regology shall, at Customer’s option, return or destroy all Customer Confidential Information and, if requested by Customer, certify in writing that it has complied with the foregoing.

12. Representations and Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of the place of its origin, and possesses all the necessary authority to enter into and perform its obligations under this Agreement.

13. Compliance with Applicable Laws.  Each Party shall comply with all state and federal laws or regulations applicable to the performance of its obligations under this Agreement.  Customer shall not, and shall not  allow any third party to, export from the United States or allow the re-export or re-transfer of any part of the Services: (a) to any country or territory subject to export control embargo or economic sanctions implemented by any agency of the U.S. Government; (b) to any person or entity on any of the U.S. Government’s Lists of Parties of Concern or otherwise in violation of any export or import laws, regulations or requirements of any United States or applicable foreign agency or authority.

14. Termination.  

A. Automatic Termination.  This Agreement shall terminate upon written notice by either Party (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.

B. Breach.  Either Party may terminate this Agreement immediately if the other Party breaches any material provisions of this Agreement and, if curable, fails to cure such breach within thirty (30) days after receipt of written notice of such breach. 

C. Survival. The following Sections survive termination of this Agreement: Individual Binding Arbitration, Promotional License, Customer Feedback License, Reservation of Rights, Confidentiality & Non-Disclosure, Disclaimer of Warranties, Disclaimer of Third Party Content; Indemnity, Limitation of Liability, and Choice of Law.

15. Individual Binding Arbitration. Any claim or controversy arising out of or relating to the Platform, Services, and/or this Agreement (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. 

16. Future Functionality. Customer’s execution of this Agreement and use of the Platform and Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Regology regarding future functionality or features.

17. REGGI AI.  The Reggi AI regulatory compliance assistant available through the Services utilizes generative artificial intelligence (AI) and a large language model to provide responses to legal and regulatory questions posed by users. Given the probabilistic nature of machine learning, which relies on patterns and inference instead of explicit instructions, and the rapidly evolving nature of the technology, the accuracy, completeness, uniformity, and timeliness of responses cannot be guaranteed.   Customer should independently verify all responses for accuracy. Neither Customer’s communications with Regology nor the use of Reggi AI create an attorney-client relationship between Customer and Regology, and Reggi AI should not be used as a substitute for legal advice. It is Customer’s responsibility to consult with a legal professional to obtain qualified legal advice tailored to Customer’s specific needs. 

18. NO LEGAL OR OTHER PROFESSIONAL ADVICE.  THE PLATFORM, SERVICES AND CONTENT ARE NOT INTENDED TO PROVIDE TAX, LEGAL, INSURANCE OR OTHER INVESTMENT ADVICE AND THE PLATFORM, SERVICES, AND CONTENT MADE AVAILABLE TO CUSTOMER AND ITS AUTHORIZED USERS SHOULD NOT BE CONSTRUED AS OFFERING SUCH ADVICE. CUSTOMER AND AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR PERFORMING THEIR OWN DUE DILIGENCE BEFORE MAKING ANY TAX, LEGAL, INSURANCE OR OTHER INVESTMENT DECISIONS. 

19. DISCLAIMER OF WARRANTIES.  UNLESS OTHERWISE STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES AND CONTENT MADE AVAILABLE TO CUSTOMER  AND ITS AUTHORIZED USERS THROUGH THIS AGREEMENT, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  REGOLOGY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES, OR CONTENT (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET CUSTOMER’S REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, REGOLOGY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

20 .DISCLAIMER OF THIRD PARTY CONTENT.  REGOLOGY DISCLAIMS ANY AND ALL LIABILITY FOR ANY THIRD PARTY CONTENT MADE AVAILABLE TO CUSTOMER AND ITS AUTHORIZED USERS THROUGH THE PLATFORM AND SERVICES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, REGOLOGY MAKES NO WARRANTIES REGARDING THIRD PARTY CONTENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

21. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST REVENUE, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, REPLACEMENT GOODS OR SERVICES, LOSS OF TECHNOLOGY) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO REGOLOGY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.  

22. INDEMNITY.  

A. By Regology. Except to the extent any claim results from the gross negligence or willful misconduct of Customer, Regology agrees to indemnify, defend and hold harmless Customer, and its subsidiaries, officers, directors, shareholders, employees, and each of their respective successors and assigns from and against all damages, losses, liabilities, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in  connection with a third party claim alleging that the Platform or Services infringes or misappropriates any third party intellectual property right.  If a claim of infringement or misappropriation under this Section occurs, or if Regology reasonably determines that such a claim is likely to occur, Regology shall, at its option: (i) obtain a right for Customer to continue using the Regology Platform and/or Services for no additional fee; (ii) modify the Regology Platform and/or Services to make it and/or them non-infringing; (iii) replace the Regology Platform and/or Services with a non-infringing replacement with materially equivalent functionality, features, and performance; or (iv) terminate this Agreement and refund on a pro rata basis any unused fees paid by Customer. Regology will not have any indemnification obligation for a claim of infringement or misappropriation to the extent such claim would not have occurred but for (y) any combination or use of the Platform with any other product or system or technologies not supplied or approved by Regology, and/or (z) any refusal by Customer to accept or use a materially equivalent non-infringing replacement.  The remedies provided herein shall be the sole and exclusive legal remedies of Customer for any claim of infringement of the Platform and/or Services. 

B. By Customer. Except to the extent any claim results from the gross negligence or willful misconduct of Regology, Customer agrees to indemnify, defend and hold harmless Regology, and its subsidiaries, officers, directors, shareholders, employees and each of their respective successors and assigns from and against all damages, losses, liabilities, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any third party claim arising out of or relating to (i) any claim that the Customer Content violates any third party intellectual property, privacy or other right, or (ii) Customer’s use of the Platform, Services, or Regology Content in violation of any Third Party Content restrictions.‍

C. Notice. A Party’s indemnification obligations under this Agreement are conditioned on the indemnified Party providing prompt written notice to the indemnifying Party of any claim, action, or demand for which indemnification is claimed, provided, however, that any delay in such notice will relieve the indemnifying Party of its indemnification obligations only to the extent such delay materially prejudices the indemnifying Party’s defense.  The indemnifying Party shall be entitled to assume control of the defense and any settlement negotiations.  In the event the indemnifying Party assumes control of the defense and negotiations, the indemnified Party shall be entitled, at its sole cost and expense, to participate in the defense and negotiations.  In the event the indemnifying Party does not assume control of the defense and negotiations, then the indemnified Party may take control of the defense and negotiations, and its reasonable costs and expenses shall be subject to indemnification.  The indemnified Party will reasonably cooperate, at the indemnifying Party’s expense, in the defense of such claim as the indemnifying Party may request.  The indemnifying Party will not enter into or agree to any settlement that requires any action or admits any liability by the indemnified Party or imposes any restrictions on the indemnified Party, in each case without the prior written consent of the indemnified Party, such consent shall not unreasonably be withheld.  

23. Miscellaneous.

A. Force Majeure.  Any delay in the performance of any duties or obligations of a Party will not be considered a breach of this Agreement if the delay is caused by an event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, terrorism, labor disruptions, strikes, lockouts, freight, government ordered closures, pandemic, embargoes, terrorism, natural disaster, denial of service attacks, war or acts of God, or any other event beyond the reasonable control of the Party.  

B. Independent Contractors.  The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created herein between the Parties.  Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent. 

C. Severability.  The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.  

D. Modifications.  No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

E. Choice of Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to or application of California’s conflict of law principles.  The Parties consent to the jurisdiction of the State of  California, County of Santa Clara, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof. 

F. Assignment.  Neither Party shall assign any of the rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not unreasonably be withheld.  However, consent is not required for an assignment of this Agreement in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning Party’s business.

G. Successors and Assigns.  This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns. 

H. No Waiver.  No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof. 

I. Interpretation.  Headings are for reference purposes only and do not limit the scope or extent of such section.

J. Notices.  All notices required or permitted to be given under this Agreement will be in writing and delivered to:  Regology at 437 S. California Ave, Palo Alto, CA 94306 and support@regology.com and to Customer at the address and email provided in the Services Plan. 

K. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

L. Entire Agreement. This Agreement and the applicable Services Plan comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.

Last Updated July 19, 2024‍