1. Agreement
These Terms & Conditions (the “Terms”) are a binding agreement between ReachWMS, Inc. (“ReachWMS”, “we”, “us”) and you or the company you represent (“Customer”, “you”). By accessing our websites, signing in, or using our automation tools and related services (the “Services”), you accept these Terms. If you accept on behalf of a company, you confirm you have authority to bind it. If you do not agree, do not use the Services. A signed order form or master agreement with us controls if it conflicts with these Terms.
2. The Services
We design, build and operate automation tools and integrations for businesses. We may update, improve or discontinue features at any time. Beta or preview features are provided as-is and may change or end without notice.
3. Accounts and security
You must give accurate information and keep credentials confidential. You are responsible for all activity under your accounts and must tell us promptly of any unauthorized use. You must be at least 18 years old and legally able to enter a contract.
4. Acceptable use
You must not: break any law; infringe others’ rights; upload malware; probe, scan or test the security of the Services without written permission; interfere with or overload the Services; reverse engineer or copy them except where law allows; resell or provide them to third parties without our consent; or use them to send spam, harass others, or process data you have no right to process. We may suspend access immediately if we reasonably believe you have breached this section or that use creates risk to us or others.
5. Your data and responsibilities
You keep ownership of the data you provide (“Customer Data”). You grant us a limited license to host, process and transmit it only to provide and support the Services, and as set out in our Privacy Policy. You are responsible for the legality and accuracy of Customer Data, for having all notices and consents required to share it with us, and for keeping your own backups. Automation carries out the rules you approve: you are responsible for reviewing configurations and outputs, and for decisions you make based on them. The Services are not legal, financial, tax or other professional advice.
6. Third-party services
The Services may connect to third-party products you choose (for example email, CRM or accounting software). Those are governed by their own terms. We are not responsible for third-party services, their availability, or changes to them that affect an integration.
7. Intellectual property
We and our licensors own the Services, including software, designs, documentation and all improvements, and all related intellectual property rights. Except for the limited right to use the Services under these Terms, no rights are granted to you. If you give us feedback, you grant us a perpetual, worldwide, royalty-free license to use it without obligation. Custom work product is owned as stated in your order form; if it is silent, we keep ownership of our pre-existing tools, code and know-how and grant you a non-exclusive license to use deliverables for your internal business.
8. Fees and taxes
You will pay the fees in your order form or the price listed when you subscribe. Fees are non-refundable except where required by law or stated in writing. You are responsible for applicable taxes. We may change prices on reasonable notice before your next renewal. Late amounts may bear interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend Services for unpaid invoices.
9. Confidentiality
Each party will protect the other’s non-public information with reasonable care, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need it and are bound by similar duties, or when legally required (with notice where permitted). This does not apply to information that is public, independently developed, or lawfully received from others.
10. Disclaimer of warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY AUTOMATION WILL ACHIEVE A PARTICULAR RESULT.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.
12. Indemnification
You will defend and indemnify ReachWMS, its affiliates and personnel against third-party claims, losses and expenses (including reasonable legal fees) arising from Customer Data, your use of the Services in breach of these Terms or law, or your violation of anyone’s rights.
13. Term and termination
These Terms apply while you use the Services. Either party may terminate for material breach not cured within 30 days of notice; we may suspend or terminate immediately for the reasons in Section 4. You may stop using the Services at any time. On termination your access ends, and we will make Customer Data available for export for a reasonable period before deletion as described in our Privacy Policy. Sections that by nature should survive (including 5, 7, 9–12, 14 and 15) will survive.
14. Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties will first try to resolve any dispute informally for 30 days after written notice. Any remaining dispute will be resolved exclusively in the courts of Toronto, Ontario, Canada, and each party consents to those courts. To the extent permitted by law, claims must be brought individually and not as part of a class or representative action, and any claim must be filed within one year after it arises.
15. General
These Terms, with any order form, are the entire agreement on their subject. If a provision is unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them in a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. You will comply with applicable export, sanctions and anti-corruption laws. We may update these Terms by posting a revised version with a new date; continued use after the update means you accept it. For material changes affecting paying customers we will give reasonable notice.
16. Contact
ReachWMS, Inc., Toronto, ON, Canada. Email: [email protected].